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As filed with the Securities\nand Exchange Commission on October 1, 2026.

Registration\nNo. 333-

UNITED\nSTATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549

FORM\nS-1

REGISTRATION STATEMENT
\nUNDER
\nTHE SECURITIES ACT OF 1933

VSEE\nHEALTH, INC.

(Exact\nname of registrant as specified in its charter)

Delaware		8000		86-2970927
(State or other jurisdiction of \nincorporation or organization)		(Primary Standard Industrial \nClassification Code Number)		(I.R.S. Employer \nIdentification No.)

980\nN Federal Hwy
\nSuite 304
\nBoca Raton, FL 33432
\n(561) 672-7068
\n(Address, including zip code, and telephone number, including area code, of registrant’s\nprincipal executive offices)

Imoigele\nAisiku
\nChairman and Chief Executive Officer
\nVSee Health, Inc.
\n980 N Federal Hwy
\nSuite 304
\nBoca Raton, FL 33432
\n(561) 672-7068
\n(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies\nto:

M. Ali\nPanjwani, Esq.
\nPryor Cashman LLP
\n7 Times Square
\nNew York, New York 10036-6569
\nTelephone: (212) 326-0846
\nFax: 212-326-0806

Approximate\ndate of commencement of proposed sale to the public:

As\nsoon as practicable after this Registration Statement is declared effective.

If\nany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under\nthe Securities Act of 1933, as amended, check the following box: ☒

If\nthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check\nthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the same\noffering. ☐

If\nthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and\nlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If\nthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and\nlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The\nRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the\nRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective\nin accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective\non such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The\ninformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration\nstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities\nand it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT\nTO COMPLETION, DATED OCTOBER 1, 2026

PRELIMINARY\nPROSPECTUS

Up to 3,540,000 Shares of Common Stock

$\"\"$

VSee\nHealth, Inc.

This prospectus relates to\nthe registration of the resale or other disposition of up to 3,540,000 shares of our common stock by ClearThink Capital Partners, LLC\n(“ClearThink”). ClearThink is also referred to in this prospectus as the selling stockholder. The shares included in this\nprospectus consist of (i) 40,000 shares of our common stock, $0.0001 par value per share (the “common stock”) issued to ClearThink\nas consideration for ClearThink’s irrevocable commitment to purchase Common Stock upon the terms of and subject to the satisfaction\nof the conditions set forth in the Strata Purchase Agreement we entered into with ClearThink on September 2, 2026 (the “Strata Agreement”),\nin which ClearThink committed to purchase from us, at our direction, up to an aggregate of $5.0 million of shares of our common stock\n(the “Commitment Amount”) and (ii) 3,500,000 shares of our common stock that we may, in our discretion, elect to issue and\nsell to ClearThink, from time to time after the date of this prospectus, pursuant to the Strata Agreement. See the section titled “Prospectus\nSummary — Strata Agreement” for a description of the Strata Agreement.

The\nshares of our common stock may be sold publicly or through private transactions by the selling stockholder at prevailing market prices\nor at negotiated prices at the times of sale. The shares of common stock may be offered by the selling stockholder to or through underwriters,\ndealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. We provide\nmore information about how the selling stockholder may sell or otherwise dispose of the shares of common stock in the section entitled\n“Plan of Distribution” beginning on page 78 of this prospectus.

We\nare not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock by the\nselling stockholder. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities\nwill be offered or sold by the selling stockholder. The timing and amount of any sale is within the respective selling stockholder’s\nsole discretion, subject to certain restrictions. To the extent that the selling stockholder resells any securities, the selling stockholder\nmay be required to provide you with this prospectus identifying and containing specific information about the selling stockholder and\nthe terms of the securities being offered.

Our common stock and public\nwarrants are listed on the Over-the-Counter Markets (the “OTC”) under the symbols “VSEE” and “VSEEW,”\nrespectively. The last reported sale price of our common stock on the OTC on September 30, 2026 was $2.18 per share and the last reported\nsale price of our public warrant on the OTC was $0.02 per public warrant. We recommend that you obtain current market quotations for\nour Common Stock and public warrants prior to making an investment decision.

We\nmay amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire\nprospectus, including any amendments or supplements, carefully before you make your investment decision.

Investing\nin our shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion\nof material risks of investing in our shares in the section titled “Risk Factors” beginning on page 11 of this prospectus\nand the risk factors in any accompanying prospectus supplement.

We\nare an “emerging growth company” and “smaller reporting company” as defined under the U.S. federal securities\nlaws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect\nto do so after this offering in future filings.

Neither\nthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined\nif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The\ndate of this prospectus is , 2026

Table\nof Contents

		Page
About this Prospectus		ii
Selected Definitions		iii
Prospectus Summary		1
Risk Factors		11
Cautionary Note Regarding Forward-Looking Statements		31
Use of Proceeds		32
Dividend Policy		32
Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
Business		42
Management		49
Executive Compensation		52
Principal Stockholders		54
Certain Relationships and Related Party Transactions		55
Description of Capital Stock		58
Securities Act Restrictions on Resale of our Securities		76
Selling Stockholder		77
Plan of Distribution		78
Legal Matters		79
Experts		79
Where You Can Find More Information		79
Index to Financial Statements		F-1

Table of Contents

ABOUT\nTHIS PROSPECTUS

This\nprospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”)\nusing the “shelf” registration process. Under this shelf registration process, the selling stockholder may, from time to\ntime, sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale by such selling\nstockholder of the securities offered by it described in this prospectus.

Neither\nwe nor the selling stockholder have authorized anyone to provide you with any information or to make any representations other than those\ncontained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us\nor to which we have referred you. Neither we nor the selling stockholder take responsibility for, and can provide no assurance as to\nthe reliability of, any other information that others may give you. Neither we nor the selling stockholder will make an offer to sell\nthese securities in any jurisdiction where the offer or sale is not permitted.

We\nmay also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or\nchange information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective\namendment to the registration statement together with the additional information to which we refer you in the section of this prospectus\ntitled ”Where You Can Find More Information” before deciding to invest in any of the securities being offered.\nThe information contained in this prospectus and any supplement to this prospectus is accurate only as of the respective dates thereof,\nregardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of\noperations and prospects may have changed since those dates.

We\nand the selling stockholder, as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to update\nthe information contained in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus.\nYou should read both this prospectus and any applicable prospectus supplement, together with additional information described below under\nthe caption “Where You Can Find More Information.”

No\noffer of these securities will be made in any jurisdiction where the offer is not permitted. You should rely only on the information\ncontained in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We\nhave not, and the selling stockholder has not, authorized anyone to provide you with different information. This prospectus and any accompanying\nprospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities\ndescribed in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such\nsecurities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in\nthis prospectus, any prospectus supplement and any related free writing prospectus is accurate only as of their respective dates. Our\nbusiness, financial condition, results of operations and prospects may have changed materially since those dates.

Unless the context otherwise\nrequires, the terms “Company,” “VSee,” “we,” “us,” and “our” refer to VSee\nHealth, Inc., together with its consolidated subsidiaries. We have registered our name, our logo, and a number of our trademarks in the\nUnited States. Other service marks, trademarks, and trade names referred to in this prospectus are the property of their respective\nowners. The trademarks and trade names in this prospectus are referred to without the ^®, ^©, and ™\nsymbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent\nunder applicable law, their rights thereto.

Unless\notherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on\ninformation from independent industry and research organizations, other third-party sources (including industry publications, surveys\nand forecasts), and management estimates. Management estimates are derived from publicly available information released by independent\nindustry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon\nreviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from\nthese third-party sources is reliable, we have not independently verified any third-party information. In addition, projections,\nassumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject\nto uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary\nNote Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from\nthose expressed in the estimates made by the independent parties and by us.

Table of Contents

SELECTED\nDEFINITIONS

“Additional\nBridge Notes” refers to the 10% original issue discount senior secured promissory notes, as amended, in the principal amount of\n(1) $111,111.33 purchased at signing of the Bridge Letter Agreement on November 21, 2023, which will mature on May 21, 2025\nand (2) $55,555.67 purchased on January 25, 2024, which will mature on July 25, 2025, bearing guaranteed interest at a\nrate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at an initial fixed conversion price of\n$800.00 per share.

“Amended\nCharter” refers to the Second Amended & Restated Certificate of Incorporation of VSee Health, Inc., which took effect on\nJune 24, 2024, as amended to date.

“Armistice”\nrefers to Armistice Capital Master Fund Ltd.

“Armistice\nPre-Funded Warrants” refers to the pre-funded warrants to purchase Common Stock, exercisable for $0.008 per share, issued to Armistice\nin the Armistice Private Offering pursuant to the Armistice Purchase Agreement.

“Armistice Private Offering” refers to private placement\noffering of the Armistice Pre-Funded Warrants and Armistice Warrants to Armistice pursuant to the Armistice Purchase Agreement, which\nclosed on December 1, 2025.

“Armistice\nPurchase Agreement” refers to the securities purchase agreement, dated November 25, 2025, by and among the Company and Armistice.

“Armistice\nWarrants” refers to the common warrants, exercisable for $48.80 per share, to purchase up to 245,902 shares of Common Stock issued\nto Armistice in the Armistice Private Offering pursuant to the Armistice Purchase Agreement.

“Ascent”\nrefers to Ascent Partners Fund LLC, a Delaware LLC, the investor who executed the Ascent Purchase Agreement.

“Ascent\nNote” refers to a 10% original issue discount convertible promissory note in the aggregate principal amount of $2,222,222.22, bearing\ninterest at a rate of 10% per annum and is convertible into shares of Common Stock of the Company at a fixed initial conversion price\nof $160.00 per share.

“Ascent\nPurchase Agreement” refers to a convertible note purchase agreement the Company entered into with Ascent on September 30,\n2024, pursuant to which Ascent subscribed for and purchased, and the Company issued and sold to Ascent the Ascent Note on September 30,\n2024.

“Ascent\nWarrants” refers to 9,259 five-year warrants, each representing the right to purchase one share of Common Stock at an initial exercise\nprice of $180.00, subject to certain adjustments, issued to Ascent on September 30, 2024 and as amended on November 8, 2024.

“Board”\nrefers to the board of directors of VSee Health, Inc.

“Bridge\nWarrants” refers to 2,174 five-year warrants, each representing the right to purchase one share of Common Stock at an initial exercise\nprice of $920.00, subject to certain adjustments, issued to the Bridge Investor on October 6, 2022 and as amended on November 8,\n2024.

“Bridge\nInvestor” refers to Dominion Capital LLC.

“Business\nCombination” refers to the VSee Merger, the iDoc Merger and the other transactions contemplated by the Business Combination Agreement.

“Business\nCombination Agreement” refers to the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023,\nas amended by the First Amendment dated February 13, 2024 and the Second Amendment dated April 17, 2024, by and among DHAC,\nMerger Sub I, Merger Sub II, VSee and iDoc, as the same may be amended, modified, supplemented or waived from time to time in accordance\nwith its terms.

“Business\nCombination Closing” refers to the closing of the transactions contemplated by the Business Combination Agreement on June 24,\n2024.

“Bridge\nNotes” refers to the 10% original issue discount senior secured promissory notes issued to the Bridge Investor on October 5,\n2022 in the principal amount of $888,888.80 (the “DHAC Bridge Notes”), $666,666.60 and $666,666.60 (the “iDoc Bridge\nNotes”), respectively in an aggregate principal amount of approximately $2,222,222.

“Bylaws”\nrefers to the amended and restated bylaws of VSee Health, Inc.

iii

Table of Contents

“Bylaw\nAmendment” refers to the amendment to the Bylaws, approved by the Board on December 17, 2025, to reduce the quorum needed for stockholder\nmeetings to one-third (33.33%) of the voting power of the shares of capital stock of the Company issued and outstanding and entitled\nto vote at a meeting of stockholders of the Company.

“ClearThink”\nrefers to ClearThink Capital Partners, LLC, the Selling Stockholder.

“CNPA”\nrefers to the convertible note purchase agreement, dated October 29, 2025, with the CNPA Investor, whereby the CNPA Investor purchased\nthe October Convertible Note and 625 shares of the Company’s Common Stock for an aggregate purchase price of $201,000.

“CNPA\nInvestor” refers to the accredited institutional investor that is party to the CNPA.

“Company,”\n“our,” “we,” “us,” “VSee Health” or “VSee” refers, prior to VSee Health, Inc.

“Commitment\nAmount” refers to the $5.0 million of shares of Common Stock that ClearThink has committed to purchase from the Company pursuant\nto the Strata Agreement.

“Commitment\nFee Shares” refers to the 40,000 shares of our Common Stock issued to ClearThink as consideration for ClearThink’s irrevocable\ncommitment to purchase Common Stock upon the terms of and subject to the satisfaction of the conditions set forth in the Strata Agreement.

“Common Stock” refers to the common stock, par value\n$0.0001 per share, of the Company.

“DGCL”\nrefers to the General Corporation Law of the State of Delaware, as amended.

“DHAC”\nrefers to Digital Health Acquisition Corp., a Delaware company and the predecessor of VSee Health, Inc. prior to the Business Combination.

“DHAC\nBridge Notes” refers to the 10% original issue discount senior secured promissory notes in the principal amount of $888,888.80\nissued by DHAC to the Bridge Investor on October 5, 2022.

“Equity\nPurchase Agreement” refers to the equity purchase agreement dated November 21, 2023 with the Bridge Investor pursuant to which\nthe Company may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from the Company, up to $50,000,000\nof its newly issued shares of the Company’s Common Stock, from time to time over a 36-month period beginning from the sixth (6th)\ntrading day following the Closing.

“Equity\nPurchase Note” refers to the senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares\nof the Company’s Common Stock at a fixed conversion price of $800.00 per share.

“Exchange\nAct” refers to the Securities Exchange Act of 1934, as amended.

“Exchange\nNote” refers to the senior secured convertible promissory note issued by the Company to DHAC with an aggregate principal value of\n$2,523,744.29, which will be guaranteed by each of the Company, VSee and iDoc, bearing guaranteed interest at a rate of 8.00% per annum\nand will be convertible into shares of Company Common Stock at an initial fixed conversion price of $800.00 per share.

“Extension\nWarrants” refers to 326 warrants, exercisable for 326 shares of Common Stock of the Company, issued to the Bridge Investor on May\n5, 2023 with an exercise price of $920.00 per share and a five-year term.

“iDoc”\nrefers to iDoc Virtual Telehealth Solutions, Inc., a Texas corporation.

“iDoc\nBridge Notes” refers to the 10% original issue discount senior secured promissory notes in the principal amount of $666,666.60 issued\nby iDoc to the Bridge Investor on October 5, 2022.

“IPO\nWarrants” refers to the 143,750 Public Warrants and 6,963 private placement warrants outstanding as of the date of this prospectus,\neach of which entitles the registered holder to purchase one share of Common Stock at a price of $920.00 per share.

“Manatt”\nrefers to Manatt, Phelps & Phillips, LLP.

“Manatt\nDebt” refers to the approximate $2.132 million of unpaid legal fees, plus accrued and unpaid interest on such amount owed by the\nCompany to Manatt, which, upon execution of the Manatt Purchase Agreement, all amounts due and owing by the Company were satisfied in\nfull and the Company had no further obligation or liability further thereto.

“Manatt\nGross Proceeds” refers to the gross proceeds received by Manatt in connection with the sale of the Manatt Shares.

“Manatt\nPurchase Agreement” refers to the securities purchase agreement, dated December 9, 2025, by and among the Company and Manatt, as\namended on December 29, 2025.

“Manatt\nPrivate Placement” refers to the private offering pursuant to Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation\nD, as promulgated by the SEC under the Securities Act of the Manatt Shares and the Series B Preferred Stock to Manatt, as contemplated\nby the Manatt Purchase Agreement.

“Manatt\nShares” refers to the 37,500 shares of Common Stock issued in the Manatt Private Placement to Manatt pursuant to the Manatt Purchase\nAgreement.

Table of Contents

“Merger\nSub I” refers to DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC.

“Merger\nSub II” refers to DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC.

“Nasdaq”\nrefers to The Nasdaq Stock Market LLC.

“October\nConvertible Note” refers to the convertible promissory note in the initial principal amount of $217,391 that was issued to the\nCNPA Investor pursuant to the CNPA.

“October\nCN Security Agreement” refers to the Security Agreement entered into between the Company and the CNPA Investor on October 29, 2025.

“Public\nWarrants” refers to the public warrants of VSee Health, Inc. listed on the Over-the-Counter Markets under the trading symbol\n“VSEEW.”

“Quantum\nInvestor” refers to Quantum Assets SPV, LLC, a Florida LLC, the investor who executed the Quantum Purchase Agreement.

“Quantum\nNote” refers to a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000, bearing\ninterest at a rate of 12% per annum and is convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $800.00\nper share, which was reset to $256.00 per share pursuant to the terms thereof; or (2) 85% of the lowest daily VWAP (as defined in\nthe Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of\ndetermination, which conversion price is subject to reset.

“Quantum\nPurchase Agreement” refers to a convertible note purchase agreement DHAC entered into with the Quantum Investor on November 21,\n2023, pursuant to which the Quantum Investor subscribed for and purchased, and the Company issued and sold to the Quantum Investor, the\nQuantum Note on June 25, 2024 and as amended on July 3, 2024.

“Reverse\nStock Split” means the reverse stock split of VSee’s issued Common Stock in the ratio of 1-for-80, which was effective at\n5:00 p.m., eastern time, on September 23, 2026.

“Reverse Stock Split Amendment” refers to the Certificate\nof Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, filed with the Delaware Secretary\nof State on September 22, 2026 to effect the Reverse Stock Split.

“SCS”\nrefers to SCS, LLC, a Florida LLC.

“SEC”\nrefers to the U.S. Securities and Exchange Commission.

“Securities\nAct” refers to the Securities Act of 1933, as amended.

“Selling\nStockholder” refers to ClearThink, or its assigns.

“SEPA”\nrefers to the standby equity purchase agreement, dated as of June 2, 2026, by and between the Company and Yorkville.

“Series A\nPreferred Stock” refers to the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company.

“Series\nB COD” refers to the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock\nfiled with the Secretary of the State of Delaware on December 4, 2025, effective as of December 5, 2025, which provides for the designation\nof the Series B Preferred Stock.

“Series\nB Preferred Stock” refers to the Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company.

“Series\nB Shares” refers to the shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

“Sponsor”\nrefers to Digital Health Sponsor LLC, a Delaware limited liability company.

“Strata\nAgreement” refers to the Strata Purchase Agreement, dated September 2, 2026, by and among the Company and ClearThink, in which ClearThink\nhas committed to purchase shares of Common Stock from the Company, at our direction, up to the Commitment Amount.

“VSee\nLab” refers to VSee Lab, Inc., a Delaware corporation, and former subsidiary of the Company.

“VSee\nLab Purchase Agreement” refers to the Stock Purchase Agreement, dated as of May 31, 2026, by and between the Company and Milton\nChen, the former Co-CEO and Chairman of the Board of the Company, pursuant to which Mr. Chen agreed to purchase, and the Company agreed\nto sell to Mr. Chen, all of the equity securities of VSee Lab.

“Yorkville”\nrefers to YA II PN, LTD, a Cayman Islands exempt limited company.

Table of Contents

PROSPECTUS\nSUMMARY

This summary highlights\nselected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before\ninvesting in our securities. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information\nappearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information set forth in the sections\ntitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”\nand our financial statements and related notes thereto contained in this prospectus, before making an investment decision. Unless the\ncontext requires otherwise, references in this prospectus to “we,” “us,” “our,” “our company,”\nor similar terminology refer to VSee Health, Inc. and its subsidiaries.

Our\nCompany

Overview

Through\nour wholly-owned subsidiary iDoc, we provide high acuity patient care solutions. Through iDoc, we offer specialty intensive care unit\nservices by providing physician services in the neurology intensive care unit (neurointensivists), cardiac intensive care unit (surgical\nand anesthesia intensivists), and medical intensive care units (pulmonary and critical care intensivists).

Market\nOpportunity

We\nstrive to be the solutions provider of access to the shortage of intensivists across the care continuum utilizing sophisticated telehealth\nsolutions to bridge the care gap. In a post-Covid health care system, we aim to provide a solution to physician burnout and to a lack\nof patient access to quality intensive care. By using the sophisticated leading telehealth software and hardware devices, we provide\naccess to highly skilled physicians in the highest acuity in patient setting, the ICU. We provide elite physician services in the Intensive\ncare units of major hospital systems and other customers. Our core service delivers general critical care, neurology, EEG reading, and\nneuro critical care through a custom internal virtual health care technology platform. We also serve a diverse range of customers from\nlarge hospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system and others. We\nconnect critically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific e-consultations\nand helps to improve outcomes for patients as well as improved productivity and physician burnout while reduced costs for health systems.\nWe have developed a unique quality control program in collaboration with each hospital by development of a hospital specific reporting\ndashboard to monitor and achieve high quality critical care quality. In addition, current workflows and protocols are evaluated to adjust\nto incorporate critical care. Continuous process improvement and readjustment of target metrics with the ICU team to maximize patient\nsafety and improve outcomes.

Recent\nDevelopments

VSee\nLab Purchase Agreement and Mr. Milton Chen’s Resignation from the Company

On\nMay 31, 2026, the Company entered into a Stock Purchase Agreement (the “VSee Lab Purchase Agreement”) with Milton Chen, the\nCompany’s former co-Chief Executive Officer and former Chairman of the Board and the Chief Executive Officer of VSee Lab. Pursuant\nto the VSee Lab Purchase Agreement, Mr. Chen agreed to purchase, and the Company agreed to sell to Mr. Chen, on May 31, 2026 (the “Closing\nDate”), all of the equity securities of VSee Lab (the “VSee Lab Stock”), free and clear of all liens and encumbrances.\nUnder the VSee Lab Purchase Agreement, Mr. Chen is solely responsible for causing the Company to satisfy any and all indebtedness and\nother liabilities of VSee Lab that are not paid as of the closing contemplated by the VSee Lab Purchase Agreement (the “Closing”)\nand the Company will have no obligation with respect thereto. Notwithstanding, the Company will retain, pay, perform and discharge and\nremain solely responsible for, any and all liabilities, obligations or commitments of VSee Lab or relating to the ownership or operation\nof VSee Lab related to any period, event, circumstance or condition occurring prior to the Closing Date, including any liabilities relating\nto taxes for any and all taxes attributable to any taxable period ending on or before the Closing Date and the portion through the Closing\nDate for any taxable period that includes, but does not end, on the Closing Date, other than sales and use taxes accrued at the company\nlevel, which will remain an obligation of VSee Lab, regardless of the time period of when such obligation were incurred and except to\nthe extent expressly assumed by Mr. Chen pursuant to the VSee Lab Purchase Agreement.

In consideration\nfor the VSee Lab Stock and the mutual release of liability set forth in the VSee Lab Purchase Agreement, Mr. Chen has agreed to transfer\nto the Company all Common Stock of the Company that he owned, or 35,876 shares of Common Stock. In connection with the execution of the\nVSee Lab Purchase Agreement, Mr. Chen resigned as co-Chief Executive Officer and chairman of the Board, effective as of the Closing Date.\nThe Common Stock to be issued in the connection with the VSee Lab Purchase Agreement will be issued in transactions exempt from registration\nunder Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder, because the offer and sale\nof such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and\nother applicable requirements were met.

Additionally,\nMr. Chen’s resignation was not because of any disagreement between Mr. Chen and the Company on any matter relating to the Company’s\noperations, policies or practices. Concurrently with Mr. Chen’s resignation, Imoigele Aisiku, the Company’s Chief Executive\nOfficer and Chairman of the Board, was appointed as the sole Chief Executive Officer and the Chairman of the Board, effective immediately.

The\nforegoing description of the VSee Lab Purchase Agreement does not purport to be complete and is qualified in its entirety by reference\nto the VSee Lab Purchase Agreement, which is filed as Exhibit 10.70 hereto and is incorporated herein by reference.

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ADI\nFunding LLC Promissory Note Financing

On\nJune 8, 2026, the Company entered into a securities purchase agreement (the “ADI SPA”) with an institutional investor (the\n“ADI”). Pursuant to the SPA, the Company issued ADI an 8% original issue discount secured promissory note in favor of ADI,\nin the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “ADI Promissory Note”).\nThe ADI Promissory Note bears an interest rate of 18% per annum and is due and payable on December 8, 2026. At any time after the issuance\ndate of the ADI Promissory Note (provided that no Event of Default (as defined in the ADI Promissory Note) has occurred), the Company\nhas a right to prepay any portion of the outstanding balance of the ADI Promissory Note by paying ADI a sum of money equal to 100% of\nthe portion being redeemed, together with a prepayment fee equal to ten percent (10%) of the amount being prepaid. Moreover, upon receipt\nby the Company of the proceeds from an equity line of credit financing arrangement with ADI (the “ADI ELOC”), the Company\nis required to repay the entire outstanding balance of the ADI Promissory Note within two (2) business days of receipt of such proceeds.\nThe ADI Promissory Note is secured by certain assets of the Company pursuant to a Security Agreement by and among and the Secured Parties\n(as defined therein) (the “ADI Security Agreement” together with the ADI Promissory Note and the ADI SPA, the “ADI\nTransaction Documents”), which was executed simultaneously with the ADI Promissory Note.

The\nforegoing descriptions of the ADI SPA and ADI Promissory Note do not purport to be complete and are qualified in their entirety by reference\nto the ADI SPA and ADI Promissory Note, which are filed herewith as Exhibits 10.72 and 10.73, respectively, and are incorporated herein\nby reference.

ClearThink\nConvertible Note Financing

On\nJune 22, 2026, the Company entered into a securities purchase agreement (the “ClearThink SPA”) with ClearThink. Pursuant\nto the ClearThink SPA, the Company issued to ClearThink an unsecured convertible note in the aggregate principal amount of $280,000 (including\nthe original issue discount of $30,000) (the “ClearThink Note”). The ClearThink Note is subject to a one-time interest charge\nof ten percent (10%) that was applied on the issuance date to the principal balance of the ClearThink Note. The ClearThink Note is due\nand payable on June 22, 2027. The Company has the right to accelerate payments or prepay the ClearThink Note in full at any time with\nno prepayment penalty. The ClearThink Note is convertible into shares of Common Stock at any time following the date which is one hundred\neighty (180) days following the date of its issuance, except where such conversion would result in beneficial ownership by ClearThink\nand its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company. Such beneficial ownership limitation\nmay not be waived by ClearThink. The conversion price of the ClearThink Note is equal to eighty-five percent (85%) of the lowest closing\nprice of the Company’s Common Stock over the ten (10) trading days prior to the date a notice of conversion is submitted in writing\nto the Company and has a fixed floor price of $0.80. Additionally, if the Company issues any security with any term more favorable to\nClearThink or with a term in favor of the holder of such security that was not similarly provided to ClearThink in connection with the\nClearThink SPA and related ClearThink Note, then ClearThink shall have the option to amend the transaction documents so that such favorable\nterm shall become part of the transaction documents with ClearThink.

The\nforegoing descriptions of the ClearThink SPA and ClearThink Note do not purport to be complete and are qualified in their entirety by\nreference to the ClearThink SPA and ClearThink Note, which are filed herewith as Exhibits 10.74 and 10.75, respectively, and are incorporated\nherein by reference.

Vanquish\nConvertible Promissory Note Financings

On\nJune 18, 2026, the Company entered into a securities purchase agreement (the “Vanquish SPA”) with an institutional investor\n(“Vanquish”). Pursuant to the Vanquish SPA, the Company issued to Vanquish an unsecured convertible promissory note in the\naggregate principal amount of $295,550 (including the original issue discount of $38,550) (the “Vanquish Note”). The Vanquish\nSPA also permits additional tranches of financings of up to $2,050,000.00 during the twelve (12) months after the date of the Vanquish\nSPA, subject to further agreement by and between the Company and Vanquish. The Vanquish Note is subject to a one-time interest charge\nof twelve percent (12%) that was applied on the issuance date to the principal balance of the Vanquish Note. The Vanquish Note is due\nand payable on April 15, 2027. The Company has the right to accelerate payments or prepay the Vanquish Note in an amount of cash equal\nto a certain percentage of the then outstanding principal amount of the Vanquish Note plus any accrued and unpaid interest on the unpaid\namount of the Vanquish Note, which will be based on the date of the prepayment of the Vanquish Note. The Vanquish Note is convertible\ninto shares of the Company’s Common Stock at any time following the last of the following to occur (i) the date which is one hundred\neighty (180) days following the date of its issuance; and (ii) the occurrence of an Event of Default (as defined in the Vanquish Note),\nexcept where such conversion would result in beneficial ownership by Vanquish and its affiliates of more than 4.99% of the outstanding\nshares of Common Stock of the Company. Such beneficial ownership limitation may not be waived by Vanquish. The conversion price of the\nVanquish Note is equal to seventy-five percent (75%) of the lowest closing bid price of the Company’s Common Stock as reported by\nBloomberg L.P. (“Bloomberg”) over the ten (10) trading days prior to the date a notice of conversion is submitted in writing\nto the Company. The Conversion Price will not be adjusted by a reverse stock split of the Company’s Common Stock.

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On\nSeptember 24, 2026, the Company issued to Vanquish an additional unsecured convertible promissory note in the aggregate principal amount\nof $180,550 (including the original issue discount of $23,550) (the “Additional Vanquish Note”). The Additional Vanquish Note\nis subject to a one-time interest charge of twelve percent (12%) that was applied on the issuance date to the principal balance of the\nAdditional Vanquish Note. The Additional Vanquish Note is due and payable on July 30, 2027. The Additional Vanquish Note may be prepaid\nin whole or in part at any time without penalty. The Company has the right to accelerate payments or prepay the Additional Vanquish Note\nin an amount of cash equal to a certain percentage of the then outstanding principal amount of the Additional Vanquish Note plus any accrued\nand unpaid interest on the unpaid amount of the Additional Vanquish Note, which will be based on the date of the prepayment of the Additional\nVanquish Note. Vanquish has the sole and exclusive right to convert the Additional Vanquish Note into shares of Common Stock solely and\nexclusively upon the occurrence and during the continuance of an Event of Default (as defined in the Additional Vanquish Note), except\nwhere such conversion would result in beneficial ownership by Vanquish and its affiliates of more than 4.99% of the outstanding shares\nof Common Stock of the Company. Such beneficial ownership limitation may not be waived by Vanquish. The conversion price of the Additional\nVanquish Note is equal to sixty-five percent (65%) of the lowest closing bid price of the Company’s Common Stock as reported by\nBloomberg over the ten (10) trading days prior to the date a notice of conversion is submitted in writing to the Company, subject to equitable\nadjustments for stock splits, stock dividends or rights offerings by the Company related to its securities, combinations, recapitalization,\nreclassifications, extraordinary distributions and similar events.

The\nforegoing descriptions of the Vanquish SPA, the Vanquish Note and the Additional Vanquish Note do not purport to be complete and are qualified\nin their entirety by reference to the Vanquish SPA, the Vanquish Note and the Additional Vanquish Note, which are filed herewith as Exhibits\n10.76, 10.77 and 10.84, respectively, and are incorporated herein by reference.

Labrys\nConvertible Promissory Note Financing

On\nJune 30, 2026, the Company entered into a securities purchase agreement (the “Labrys SPA”) with an institutional investor\n(“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in the aggregate\nprincipal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labrys Note is subject\nto a one-time interest charge of twelve percent (12%) that is guaranteed and earned in full as of the issue date of the Labrys Note. The\nLabrys Note is due and payable on June 30, 2027. The Company has the right to accelerate payments or prepay the Labrys Note at any time\nprior to the date that is one hundred eighty-one (181) calendar days after its issuance date, in an amount of cash equal to a certain\npercentage of the then outstanding principal amount of the Labrys Note plus any accrued and unpaid interest on the unpaid amount of the\nLabrys Note, which will be based on the date of the prepayment of the Labrys Note. If, at any time after its issuance date and prior to\nfull repayment, the Company or any of its subsidiaries receive cash proceeds from any source or series of related or unrelated sources\non or after the issue date of the Labrys Note, including but not limited to, from payments from customers, the issuance of equity or debt,\nthe incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transactions, the conversion of outstanding warrants\nof the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note), or the sale of assets,\nLabrys has the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any\nportion of the outstanding principal amount and interest then due under the Labrys Note. The Labrys Note is convertible into shares of\nthe Company’s Common Stock at any time following the earlier of (i) the date that the Company fails to pay any Amortization Payment\n(as defined in the Labrys Note), (ii) the date which is one hundred eighty (180) days following the date of its issuance; and (iii) the\ndate that any of the Conversion Shares (as defined in the Labrys SPA) are registered for Labrys’ resale pursuant to a registration\nstatement or prospectus filed by the Company, except where such conversion would result in beneficial ownership by Labrys and its affiliates\nof more than 4.99% of the outstanding shares of Common Stock of the Company. The conversion price of the Labrys Note is equal to seventy-five\npercent (75%) of the lowest closing bid price of the Company’s Common Stock during the ten (10) trading days prior to the date a\nnotice of conversion is submitted in writing to the Company.

The\nforegoing descriptions of the Labrys SPA and Labrys Note do not purport to be complete and are qualified in their entirety by reference\nto the Labrys SPA and Labrys Note, which are filed herewith as Exhibits 10.78 and 10.79, respectively, and are incorporated herein by\nreference.

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ADI\nDefault and Settlement

On\nJune 12, 2026, the Company received a notice, dated June 11, 2026 (the “ADI Notice”), from ADI asserting that an Event of\nDefault had occurred and was continuing under the ADI Promissory Note and the ADI SPA based on the Company’s alleged failure to\nfile a resale registration statement on Form S-1 to register shares for resale pursuant to the ADI Purchase Agreement, the failure to\nfile a Form 8-K related to the ADI Purchase Agreement and failure to issue transfer agent instructions, in each case no later than June\n11, 2026. Pursuant to Section 2.2 of the ADI Promissory Note, the Company had ten (10) Trading Days from the occurrence of the Event\nof Default to cure the default. If the default is not fully cured within the applicable cure period, the Holder may exercise all rights\nand remedies available under the transaction documents, including acceleration of the debt, enforcement of collateral rights, recovery\nof attorneys’ fees and costs, and pursuit of all available legal and equitable remedies, including seeking payment of all amounts\ndue under the Promissory Note, including the Mandatory Default Amount.

On\nJuly 21, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “ADI Settlement Agreement”) with ADI\nand M2B Funding Corp. (“M2B”, together with the Company and ADI, the “Parties”) relating to the ADI Promissory\nNote issued pursuant to the ADI Transaction Documents. The ADI Settlement Agreement resolved all outstanding disputes among the Parties\narising from the ADI Transaction Documents and related transactions. Pursuant to the terms of the ADI Settlement Agreement, in consideration\nfor the mutual promises contained therein, the Company agreed to:

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repay\nthe ADI Note on the earlier of ninety (90) days following the execution of the ADI Settlement Agreement or immediately upon the Company\nreceiving proceeds from any Financing Transaction (as defined in the ADI Settlement Agreement);

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apply\nfifty percent (50%) of all gross proceeds received from any Financing Transaction toward repayment of the ADI Note until the ADI Note\nhas been repaid in full, except for the ADI ELOC, which will pay 100% of proceeds to ADI until repayment of the ADI Note in full;

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within\nthree (3) business days following execution of the ADI Settlement Agreement, pay ADI $50,000 in cash; if such amount is not received\nby ADI by the third business day, the unpaid amount shall accrue contractual late charge of five hundred dollars ($500) per day until\npaid, with no applicable cure period (the “ADI Settlement Cash Consideration”);

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issue\nADI a promissory note in the principal amount of $50,000, which such note shall mature in six (6) months from issuance, will bear no\ninterest prior to maturity, will have no original issue discount and will permit repayment at any time without premium or penalty and,\nif unpaid at maturity, will accrue interest automatically at eighteen percent (18%) per annum retroactive to the original issuance date;\nand ADI may convert the outstanding balance into shares of Common Stock of the Company at seventy-five percent (75%) of the lowest VWAP\nduring the twenty (20) trading days immediately preceding conversion (the “ADI Settlement Note”);

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issue\n ADI 6,250 shares of restricted Common Stock with piggyback registration rights (the “ADI\n Settlement Shares”);

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issue\nM2B a promissory note in the principal amount of one hundred and twenty-five thousand dollars ($125,000), with a maturity date of six\n(6) months after issuance, bearing no interest prior to maturity, having no original issue discount and will permit prepayment without\npenalty; and, if unpaid at maturity, will accrue interest automatically at eighteen percent (18%) per annum retroactive to the original\nissuance date; and M2B may convert the outstanding balance into shares of Common Stock of the Company at seventy-five percent (75%) of\nthe lowest VWAP during the twenty (20) trading days immediately preceding conversion (the “M2B Settlement Note” and together\nwith the ADI Settlement Note, the “Settlement Notes”); and

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issue\nM2B 6,250 shares of restricted Common Stock with piggyback registration rights (the “M2B Settlement Shares”\nand together with the ADI Settlement Shares, the “Settlement Shares”).

Each\nof the following constitutes and Event of Default under the ADI Settlement Agreement: (i) failure to timely make any payment under the\nADI Settlement Agreement; (ii) failure to issue the Settlement Shares; (iii) failure to issue the Settlement Notes; (iv) failure to file\na Current Report on Form 8-K with the SEC disclosing the material terms of the ADI Settlement Agreement (the “ADI Settlement Form\n8-K”) and attaching the ADI Settlement Agreement as an exhibit thereto; and (v) breach of any material covenant in the ADI Settlement\nAgreement. Upon an Event of Default under the ADI Settlement Agreement, all obligations accelerate immediately, all unpaid notes accrue\ninterest at 18%, conversion rights become immediately exercisable, the Company would be obligated to reimburse all reasonable attorneys’\nfees, transfer agent fees, opinion costs and collection expenses and ADI’s rights and remedies under the ADI Transaction Documents\nwould be reinstated and preserved in full.

Additionally,\nthe mutual release from liability pursuant to the ADI Settlement Agreement is conditioned upon the payment of the ADI Settlement Cash\nConsideration, the issuance of the Settlement Notes, the issuance of the Settlement Shares and the filing of the ADI Settlement Form 8-K.\nAs of the date hereof, the Company has satisfied all conditions of the mutual release from liability pursuant to the ADI Settlement Agreement.

The\nforegoing summaries of the ADI Settlement Agreement and the Settlement Notes do not purport to be complete and are qualified in their\nentirety by reference to the ADI Settlement Agreement, the ADI Settlement Note and the M2B Settlement Note, which are filed herewith\nas Exhibits 10.80, 10.81 and 10.82, respectively, and are incorporated by reference herein.

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Nasdaq\nDelisting Determination

As\npreviously reported, on September 24, 2025, the Company received a written notice from the Listing Qualifications Department (the “Staff”)\nof Nasdaq indicating that the Company was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2)\n(the “Bid Price Rule”), which requires listed companies to maintain a minimum bid price of at least $1.00. Based on the Staff’s\nreview of the Company’s closing bid price, the Company’s closing bid price was below $1.00 for thirty (30) consecutive trading\ndays. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until March 27,\n2026, to regain compliance with the Bid Price Rule. The Company was granted an additional 180 calendar day compliance period, or until\nSeptember 21, 2026, to regain compliance with the Bid Price Rule.

On\nJuly 30, 2026, the Company received a subsequent written notice (the “Notice”) from the Staff of Nasdaq indicating its determination\nthat, as of July 29, 2026, the Company’s securities had a closing bid price of $0.10 or less for ten (10) consecutive trading days,\ntriggering application of Listing Rule 5810(c)(3)(A)(iii), which states in part: if during any compliance period specified in Rule 5810(c)(3)(A),\na company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department\nshall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff indicated in the Notice\nits determination to delist the Company’s securities from the Nasdaq Capital Market. Accordingly, the Company’s securities\nwere delisted from the Nasdaq Capital Market, trading of the Company’s Common Stock and warrants was suspended at the opening of\nbusiness on August 6, 2026 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s\nsecurities from listing and registration on the Nasdaq Capital Market.

Strata\nAgreement

On\nSeptember 2, 2026, we executed a Strata Purchase Agreement with ClearThink (the “Strata Agreement”). Pursuant to the Strata\nAgreement, ClearThink has committed to purchase up to $5.0 million (the “Commitment Amount”) of our Common Stock, at our\ndirection from time to time, subject to the satisfaction of the conditions in the Strata Agreement.

Such\nsales of Common Stock, if any, will be subject to certain limitations, and may occur from time to time at our sole discretion over the\napproximately 36-month period commencing on the date that a registration statement (the “Registration Statement”) covering\nthe resale by ClearThink of the shares of Common Stock purchased from us is declared effective by the SEC and remains effective, and\nthe other conditions set forth in the Strata Agreement are satisfied. This prospectus forms part of the foregoing Registration Statement.

ClearThink\nhas no right to require us to sell any shares of Common Stock to ClearThink, we may request ClearThink to make purchases at our direction\nsubject to certain conditions. ClearThink has the option to decline such purchase request if the price of the Company’s shares\nhas materially declined causing such purchase to be negatively valued at the onset. There is no upper limit on the price per share that\nClearThink could be obligated to pay for the Common Stock under the Strata Agreement.

Actual\nsales of shares of Common Stock to ClearThink from time to time will depend on a variety of factors, including, among others, market\nconditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for us and our operations.\nThe net proceeds that we may receive under the Strata Agreement cannot be determined at this time, since it will depend on the frequency\nand prices at which we sell shares of our Common Stock to ClearThink, our ability to meet the conditions of the Strata Agreement and\nthe other limitations, terms and conditions of the Strata Agreement. We expect that any proceeds received by the Company from such sales\nto ClearThink will be used for working capital and general corporate purposes.

The\nStrata Agreement also prohibits us from directing ClearThink to purchase any shares of Common Stock if those shares, when aggregated\nwith all other shares of our Common Stock then beneficially owned by ClearThink and its affiliates as a result of purchases under the\nStrata Agreement, would result in ClearThink and its affiliates having beneficial ownership of more than the 9.99% of our then outstanding\nCommon Stock.

We\nmay direct ClearThink to purchase amounts of our Common Stock under the Strata Agreement that we specify from time to time in a written\nnotice (a “Request Notice”) delivered to ClearThink on any trading day up to the Commitment Amount. The maximum amount that\nwe may specify in any one Request Notice is equal to the lesser of $1,000,000 or 300% of the average number of shares traded for the\neight (8) trading days prior to the date of the Request Notice.

The\npurchase price of the shares of Common Stock shall equal 85% of the lowest daily closing price during the ten (10) trading days preceding\nthe purchase date.

Unless\nearlier terminated as provided in the Strata Agreement, the Strata Agreement will terminate automatically on the earliest to occur of:\n(i) the 36-month anniversary of the date of the Registration Statement becoming effective; and (ii) the date on which ClearThink shall\nhave purchased shares of Common Stock under the Strata Agreement for an aggregate gross purchase price equal to Commitment Amount under\nthe Strata Agreement. We have the right to terminate the Strata Agreement at any time, at no cost or penalty, upon delivering notice\nof termination to ClearThink. Such termination will not become effective until one (1) business day after such notice is received by\nClearThink.

As\nconsideration for ClearThink’s irrevocable commitment to purchase Common Stock upon the terms of and subject to satisfaction of\nthe conditions set forth in the Strata Agreement, upon execution of the Strata Agreement, we agreed to issue a total of 40,000 shares\nof Common Stock (the “Commitment Fee Shares”). The Commitment Fee Shares were deemed earned upon the signing of the Strata\nAgreement.

The\nabove description of the Strata Agreement does not purport to be complete and is qualified in its entirety by reference to the full text\nof the Strata Agreement, which is filed herewith as Exhibit 10.83 and is incorporated by reference herein.

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Reverse\nStock Split

On September 22, 2026, the Company\nfiled a Certificate of Amendment (the “Reverse Split Amendment”) to the Company’s Second Amended and Restated Certificate\nof Incorporation, as amended, to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-80 (the “Reverse\nStock Split”), which was effective at 5:00 p.m., eastern time, on September 23, 2026. The Common Stock began trading on a split-adjusted\nbasis at the market open on September 24, 2026.

The\nReverse Stock Split and the form of Reverse Split Amendment were previously approved by the Company’s Board of Directors and the\nCompany’s stockholders. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares\nthat would have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common\nStock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company did not change.

All share and per-share amounts\npresented in this prospectus have been retroactively adjusted to give effect to the Reverse Stock Split for all periods\npresented. Outstanding options, warrants, and other equity-linked securities, and the per-share exercise and conversion prices thereof,\nhave been correspondingly adjusted in accordance with their respective terms.

The\nabove description of the Reverse Split Amendment does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the Certificate of Amendment, which is filed herewith as Exhibit 3.4 and is incorporated by reference herein.

Other\nInformation

We\nare not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the\nSelling Stockholder. However, we expect to receive proceeds from sales of Common Stock that we may elect to make to ClearThink pursuant\nto the Strata Agreement, if any, from time to time in our discretion. The net proceeds from sales, if any, under the Strata Agreement,\nwill depend on the frequency and prices at which we sell shares of Common Stock to ClearThink after the date of this prospectus.

The\nnet proceeds from sales, if any, under the Strata Agreement, will depend on the frequency and prices at which we sell shares of Common\nStock to ClearThink after the date of this prospectus. See the section titled “Selling Stockholder” in this prospectus\nfor additional information regarding the Selling Stockholder.

The\nSelling Stockholder may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at\nvarying prices. ClearThink is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, only with respect\nto advances under the Strata Agreement and any profits on the sales of shares of our Common Stock by ClearThink acquired under the Strata\nAgreement and any discounts, commissions, or concessions received by ClearThink are deemed to be underwriting discounts and commissions\nunder the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any\napplicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from\nthe information set forth, in any applicable prospectus supplement.

We\nwill pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of the Common Stock to which this\nprospectus relates by the Selling Stockholder, including our legal and accounting fees. See the section titled “Plan of Distribution”\nin this prospectus for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement\ndescribing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus\nsupplement before you invest in our securities.

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Summary\nof Risk Factors

Our\nbusiness is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those\nhighlighted in the section entitled “Risk Factors” in this prospectus. These risks include, but are not limited to,\nthe following:

Risks\nRelated to the Strata Agreement

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It\nis not possible to predict the actual number of shares we will sell under the Strata Agreement to ClearThink, or the actual gross proceeds\nresulting from those sales. Further, we may not have access to the full amount available under the Strata Agreement.

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The\nsale and issuance of our Common Stock to ClearThink will cause dilution to our existing stockholders, and the sale of the shares\nof our Common Stock acquired by ClearThink, or the perception that such sales may occur, could cause the price of our Common Stock\nto fall.

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Investors\nwho buy shares at different times will likely pay different prices.

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ClearThink will pay less than the then-prevailing market price for our Common Stock, which could cause the price of our Common Stock to decline.

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Our\nmanagement team will have broad discretion over the use of the net proceeds from our sale of shares of our Common Stock to ClearThink ,\nif any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Risks\nRelated to Our Financial Position and Capital Needs

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We\nhave a history of losses, anticipate increasing our operating expenses in the future and may not achieve or maintain profitability in\nthe future.

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Our\nfailure to maintain an effective system of internal control over financial reporting could adversely affect our ability to present accurately\nour financial statements and could materially and adversely affect us, including our business, reputation, results of operations, financial\ncondition or liquidity.

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We\nmay require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of\nsubsequent financings may adversely impact our stockholders.

Risks\nRelated to Our Operation of Business

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There\nis uncertainty regarding our ability to continue as a going concern.

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We\noperate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations\nwill be harmed.

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We\nmay incur losses in the future and thereafter may never achieve or sustain profitability.

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The\ndeveloping and rapidly evolving nature of our business and the markets in which we operate may make it difficult to evaluate our business.

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Our\nsales cycles can be long and unpredictable and requires considerable time and expense. As a result, our sales, revenues, and cash flows\nare difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

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Our\npractices rely on physician and physician extender’s abilities and therefore there are potential medical malpractice risks that\nmay adversely affect our business.

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If\nour existing clients do not continue or renew their contracts with us, renew at lower fee levels or decline to purchase additional services\nfrom them, our business may be harmed.

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Our\ntelemedicine business is dependent on our relationships with affiliated professional entities, which we do not own, to provide medical\nservices, and our business would be harmed if those relationships were disrupted.

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Any\nfailure to offer high-quality technical support services may harm our relationships with our clients and our financial results.

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Because\ncompetition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to support\nour continued growth.

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We\nmay acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders,\nand otherwise disrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated\nbenefits therefrom, any of which could harm our business.

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We\nmay become subject to medical liability claims, which could cause us to incur significant expenses, may require us to pay significant\ndamages if not covered by insurance, and could harm our business.

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Risks\nRelated to Governmental Regulation

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In\nthe U.S., we conduct business in a heavily regulated environment and if we fail to comply with health care laws and regulations, we could\nincur fines and other penalties, be prohibited from participating in certain reimbursement programs or be required to make significant\nchanges to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition,\nand results of operations.

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State\nlegislative and regulatory changes specific to the area of telehealth law may present the third party medical groups and independent\nphysicians on our platform with additional requirements and state compliance costs, which may create additional operational complexity\nand increase costs.

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Evolving\ngovernment regulations and enforcement activities may require increased costs or adversely affect our results of operations.

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Our\ncollection, use and disclosure of personally identifiable information, including health information, is subject to federal and state\nprivacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could\nresult in significant liability or reputational harm to us and, in turn, harm our client base and our business.

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If\nwe fail to comply with federal and state laws and policies governing claim submissions to government healthcare programs or commercial\ninsurance programs, we or our clients may be subject to civil and criminal penalties or loss of eligibility to participate in government\nhealthcare programs and contractual claims by commercial insurers.

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Physician\nlicensing and credentialing, a cost of providing professional services, can negatively impact our margins as it may incur increased expenses\nto utilize appropriately licensed and credentialed physicians for consult demands, especially when expanding to new jurisdictions and\nnew hospital clients.

Risks\nRelated to the Use of Our Technology

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Failure\nto keep pace with advances in technology could cause our solutions to become obsolete, which could harm our business, financial condition\nand results of operations.

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We\nrely on telecommunications and internet service providers for providing solutions to our clients, and any interruption or failure in\nthe services provided by these third parties could harm our business.

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Failure\nto protect or enforce our intellectual property rights could impair our ability to protect our internally developed technology and our\nbrand and the costs involved in such enforcement could harm our business.

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We\ncould incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

Risks\nRelated to our Common Stock and Us as a Public Company

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Our current management team has no experience managing a public company.

	●	If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

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We\nreached a determination to restate certain of our previously issued consolidated financial statements as a result of the identification\nof errors in previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence\nand raise reputational issues.

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We\nare required to meet the continuing listing requirements of the Nasdaq Stock Market. However, we may be unable to maintain the listing\nof our securities in the future.

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We\nwill continue to incur significant costs from operating as a public company, and our management expects to devote substantial time to\npublic company compliance programs.

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Our\nmanagement team has limited experience managing a public company.

Risks Related to the\nReverse Stock Split

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The Reverse Stock Split may decrease the liquidity of the shares of our Common Stock.

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Following the Reverse Stock Split, the resulting market price of our Common Stock may not attract new\ninvestors, including institutional investors, and may not satisfy investing requirements of those investors. Consequently, the trading\nliquidity of our Common Stock may not improve.

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Implications\nof Being an Emerging Growth Company and a Smaller Reporting Company

We\nqualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS\nAct. For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements\nthat are applicable to other public companies. These provisions include, but are not limited to:

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being\npermitted to have only two years of audited financial statements and only two years of related selected financial data and management’s\ndiscussion and analysis of financial condition and results of operations disclosure;

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an\nexemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting\npursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

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reduced\ndisclosure about executive compensation arrangements in our periodic reports, registration statements, and proxy statements; and

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exemptions\nfrom the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

In\naddition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with\nnew or revised accounting standards applicable to public companies. We are not choosing to “opt out” of this provision.\nWe will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of\nthe completion of initial public offering, (ii) the first fiscal year after our annual gross revenues exceed $1.235 billion,\n(iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in\nnon-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeds\n$700 million as of the end of the second quarter of that fiscal year.

We\nare also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the proposed\naggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue is less than\n$100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering\nif either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue\nis less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates\nis less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue\nto rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller\nreporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual\nReport on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding\nexecutive compensation.

Our\nCorporate Information

We were incorporated under\nthe name “Digital Health Acquisition Corp.” on March 30, 2021 under the laws of the State of Delaware for the purpose\nof effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving\none or more other businesses. On June 24, 2024, we completed the Business Combination pursuant to the Business Combination Agreement\ndated as of November 21, 2023, as amended by the first amendment dated February 13, 2024 and the second amendment dated April 17,\n2024 (as amended, the “Business Combination Agreement”) that we entered into with VSee Lab and iDoc. Upon the completion of\nthe Business Combination, we changed our name to “VSee Health, Inc.” and the business of VSee Lab and iDoc became our\nbusiness. On May 31, 2026, the Company sold to Milton Chen, the Company’s former co-Chief Executive Officer and former Chairman\nof the Board, all of the equity securities of VSee Lab.

Our\nprincipal executive offices are located at 980 N Federal Hwy #304, Boca Raton, FL 33432, and our telephone number is (561) 672-7068.\nOur website can be found at https://vseehealth.com/.

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THE\nOFFERING

\n \n \n \n \n \n \n \n \n \n \n \n \n

Common Stock outstanding prior to this offering		806,078 shares (as of September 30, 2026).

Shares of Common Stock offered by the Selling Stockholder		The resale of the following shares of Common Stock are being offered in this prospectus:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		●	40,000 shares of our Common Stock issued as Commitment Fee Shares; and

		●	The offer and resale of up to 3,500,000 shares of our Common Stock by ClearThink.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Common Stock to be outstanding after this offering		4,306,078,\nwhich assumes the issuance of 3,500,000 shares of Common Stock pursuant to the Strata Agreement.

Use of proceeds		\n We will not receive any proceeds from the resale\n of shares of Common Stock included in this prospectus by the Selling Stockholder. See “Use of Proceeds.” \n \n We will incur all costs associated with this prospectus\n and the registration statement of which it is a part.

Terms of this offering		The Selling Stockholder will determine when and how it will dispose of the shares of Common Stock registered for resale under this prospectus.

Ticker symbol		Our Common Stock and public warrants are listed on the OTC Market under the symbols “VSEE” and “VSEEW,” respectively.

Risk Factors		Investing in our securities involves significant risks. Before making a decision whether to invest in our securities, please read the information under the heading “Risk Factors” in this prospectus and under similar headings in other documents filed after the date hereof that supplement this prospectus. See “Where You Can Find More Information.”

Shares of our Common Stock\nto be outstanding upon completion of this offering are based on 806,078 shares of our Common Stock outstanding as of September 30, 2026\nand excludes:

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62,237\n shares of Common Stock reserved for issuance pursuant to the Company’s 2025 Equity Incentive Plan, including 32 shares of Common Stock available for future issuance;

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Up\nto 123,468 shares of Common Stock issuable upon exercise of outstanding Public Warrants of the Company;

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Up\nto 6,963 shares of Common Stock issuable upon exercise of outstanding private warrants of the Company; and

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Up\nto 761 shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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Risk\nFactors

Investing\nin our securities involves a high degree of risk. You should carefully consider the following information about these risks, together\nwith the other information appearing elsewhere in this prospectus, including our financial statements, the notes thereto and the section\nentitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to\ninvest in our securities. The occurrence of any of the following risks could have a material and adverse effect on our business, reputation,\nfinancial condition, results of operations and future growth prospects, as well as our ability to accomplish our strategic objectives.\nAs a result, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risks and\nuncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and stock price.

Risks Related to the Strata Agreement

It is not possible to predict the actual\nnumber of shares we will sell under the Strata Agreement to ClearThink, or the actual gross proceeds resulting from those sales. Further,\nwe may not have access to the full amount available under the Strata Agreement.

Pursuant\nto the Strata Agreement, ClearThink has committed to purchase up to the $5.0 million of our Common Stock, subject to certain limitations\nand conditions set forth in the Strata Agreement. The shares of our Common Stock that may be issued under the Strata Agreement may be\nsold by us to ClearThink at our discretion from time to time during the term of the Strata Agreement.

We\ngenerally have the right to control the timing and amount of any sales of shares of our Common Stock to ClearThink under the Strata Agreement.\nSales of our Common Stock, if any, to ClearThink under the Strata Agreement will depend upon market conditions and other factors to be\ndetermined by us. We may ultimately decide to sell to ClearThink all, some or none of the shares of our Common Stock that may be available\nfor us to sell to ClearThink pursuant to the Strata Agreement. Depending on market liquidity at the time, resales of those shares by ClearThink\nmay cause the public trading price of our Common Stock to decrease.

Because\nthe purchase price per share to be paid by ClearThink for the shares of our Common Stock that we may elect to sell under the Strata Agreement,\nif any, will fluctuate based on the market prices of our Common Stock during the term of the Strata Agreement, if any, it is not possible\nfor us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of our Common Stock that we will\nsell to ClearThink under the Strata Agreement, the purchase price per share that ClearThink will pay for shares purchased from us under\nthe Strata Agreement, or the aggregate gross proceeds that we will receive from those purchases by ClearThink under the Strata Agreement,\nif any.

Moreover, although the Strata\nAgreement provides that we may, in our discretion, direct ClearThink to purchase shares of our Common Stock from us in one or more purchases\nunder the Strata Agreement, up to the Commitment Amount, only 3,500,000 shares of our Common Stock are being registered for resale under\nthis registration statement, which this prospectus forms a part. Assuming all 3,500,000 shares of our Common Stock offered for resale\nby ClearThink under this prospectus were sold by us to ClearThink for a per share price of $1.28 (which represents the closing price of\nour Common Stock on the OTCID on September 1, 2026, the trading day immediately preceding the date of the Strata Agreement, as adjusted\nfor the Reverse Stock Split), less a 15.0% discount, we would only receive aggregate gross proceeds of approximately $3.8 million, which\nis less than the $5.0 million Commitment Amount available to us under the Strata Agreement. Therefore, because the market prices of our\nCommon Stock may fluctuate from time to time after the date of this prospectus and, as a result, the actual purchase prices to be paid\nby ClearThink for shares of our Common Stock that we direct it to purchase under the Strata Agreement, if any, also may fluctuate because\nthey will be based on such fluctuating market prices of our Common Stock, it is possible that we may need to issue and sell more than\nthe number of shares being registered for resale under this prospectus to ClearThink under the Strata Agreement in order to receive aggregate\ngross proceeds equal to the $5.0 million Commitment Amount under the Strata Agreement.

If\nit becomes necessary for us to issue and sell to ClearThink under the Strata Agreement more shares of our Common Stock than are being\nregistered for resale under this prospectus in order to receive aggregate gross proceeds equal to $5.0 million from sales of our Common\nStock to ClearThink under the Strata Agreement, we must first file with the SEC one or more additional registration statements to register\nunder the Securities Act the resale by ClearThink of any such additional shares of our Common Stock we wish to sell to ClearThink\nfrom time to time under the Strata Agreement, and the SEC must declare such additional registration statements effective before we may\nelect to sell any additional shares of our Common Stock to ClearThink under the Strata Agreement. The number of shares of our Common Stock\nultimately offered for resale by ClearThink is dependent upon the number of shares of our Common Stock, if any, we ultimately sell to\nClearThink under the Strata Agreement.

Any\nissuance and sale by us under the Strata Agreement of a substantial amount of shares of our Common Stock could cause additional substantial\ndilution to our stockholders.

Our\ninability to access a portion or the full amount available under the Strata Agreement, in the absence of any other financing sources,\ncould have a material adverse effect on our business.

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The sale and issuance of our Common Stock\nto ClearThink will cause dilution to our existing stockholders, and the sale of the shares of our Common Stock acquired\nby ClearThink, or the perception that such sales may occur, could cause the price of our Common Stock to fall.

The\npurchase price for the shares of our Common Stock that we may sell to ClearThink under the Strata Agreement will fluctuate based on the\nprice of the shares of our Common Stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of\nour Common Stock to fall. If and when we do sell shares to ClearThink, after ClearThink has acquired the shares, ClearThink may resell\nall, some, or none of those shares at any time or from time to time in its discretion. Additionally, ClearThink has the option to decline\na request to sell them shares under the Strata Agreement if the price of the Company’s shares has materially declined causing the\npurchase to be negatively valued at the onset. Therefore, sales to ClearThink by us could result in substantial dilution to the interests\nof other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to ClearThink, or the\nanticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and\nat a price that we might otherwise wish to effect sales.

Investors who buy shares at different\ntimes will likely pay different prices.

Pursuant\nto the Strata Agreement and subject to market demand, we will have discretion to vary the timing, prices, and numbers of shares sold to\nClearThink. If and when we do elect to sell shares of our Common Stock to ClearThink pursuant to the Strata Agreement, after ClearThink\nhas acquired such shares, ClearThink may resell all, some or none of such shares at any time or from time to time in its discretion and\nat different prices. As a result, investors who purchase shares from ClearThink in this offering at different times will likely pay different\nprices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes\nin their investment results. Investors may experience a decline in the value of the shares they purchase from ClearThink in this offering\nas a result of future sales made by us to ClearThink at prices lower than the prices such investors paid for their shares in this offering.\nIn addition, if we sell a substantial number of shares to ClearThink under the Strata Agreement, or if investors expect that we will do\nso, the actual sales of shares or the mere existence of our arrangement with ClearThink may make it more difficult for us to sell equity\nor equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

ClearThink will pay less than\nthe then-prevailing market price for our Common Stock, which could cause the price of our Common Stock to decline.

The\npurchase price of our Common Stock sold to ClearThink under the Strata Agreement is derived from the market price of our Common Stock\non the OTC Markets. Shares to be sold to ClearThink pursuant to the Strata Agreement will be purchased at a discounted price. We may effect\nsales at a price equal to 85% of the lowest daily closing price during the ten trading days preceding the date of a request. As a result\nof this pricing structure, ClearThink may sell the shares it receives immediately after receipt of the shares, which could cause the price\nof our Common Stock to decrease.

Our management team will have broad discretion\nover the use of the net proceeds from our sale of shares of our Common Stock to ClearThink , if any, and you may not\nagree with how we use the proceeds and the proceeds may not be invested successfully.

Our\nmanagement team will have broad discretion as to the use of the net proceeds from our sale of shares of our Common Stock to ClearThink,\nif any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly,\nyou will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity,\nas part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use,\nwe may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to\nuse such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

Risks Related to Our Financial Position and Capital Needs

We have a history of losses, anticipate\nincreasing our operating expenses in the future and may not achieve or maintain profitability in the future.

We\nhave a history of operating losses, including operating losses of $4,356,859, $9,582,893 and $62,150,845 for the six months ended June\n30, 2026 and the years ended December 31, 2025 and 2024, respectively. We had an accumulated deficit of $84,169,712 at June\n30, 2026, and there can be no assurance if or when we will produce sufficient revenue from our operations to support our costs. Further,\nthe Company had operating cash outflows of $3,625,916 and a loss from operations of $4,344,228 for the six months ended June 30,\n2026. We must generate and sustain higher revenue levels in future periods to become profitable, and, even if we do, we may not be able\nto maintain or increase our profitability. We expect to continue to incur losses for the foreseeable future as we expend substantial financial\nand other resources and these expenditures may not result in additional revenue or the growth of our business. Accordingly, we may not\nbe able to generate sufficient revenue to offset our expected cost increases and achieve and sustain profitability. If we fail to achieve\nand sustain profitability, the market price of our Common Stock could decline.

Our failure to maintain an effective system\nof internal control over financial reporting could adversely affect our ability to present accurately our financial statements and could\nmaterially and adversely affect us, including our business, reputation, results of operations, financial condition or liquidity.

Our\nindependent registered public accounting firm identified material weaknesses in our internal controls over financial reporting in connection\nwith the preparation of our financial statements and audit as of and for the year ended December 31, 2025, which relate to a deficiency\nin the design and operation of our financial accounting and reporting controls. Specifically, the material weaknesses resulted from (i)\nthe lack of a sufficient number of personnel within the accounting function to adequately segregate duties, (ii) not having a designed\nand implemented effective Information Technology General Controls (“ITGC”) related to access controls to financial accounting\nsystem, and (iii) not having a formalized control environment and oversite of controls over financial reporting, and we lack proper accounting\nfor significant or non-recurring transactions. A material weakness is a deficiency, or combination of deficiencies, in internal control\nover financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim\nfinancial statements will not be prevented or detected on a timely basis.

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We\nlack the resources to employ additional personnel to help mitigate these material weaknesses and we foresee that these material weaknesses\nwill not be remediated until we receive additional funding to support our accounting department. While we intend to implement additional\nmeasures to remediate the material weaknesses, there is no guarantee that they can be remediated in a timely fashion or at all. Our failure\nto correct these material weaknesses could result in inaccurate financial statements and could also impair our ability to comply with\nthe applicable financial reporting requirements on a timely basis. While we believe we have addressed any regulatory or financial reporting\nissues highlighted by our auditor, such compliance issues, should they materialize or persist, could cause investors to lose confidence\nin our reported financial information and may result in volatility in and a decline in the market price of our securities, as well as\nadverse directions from federal, state and local regulatory authorities.

Section 404\nof the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial\nreporting in our annual report on Form 10-K. It may take us time to develop the requisite internal control framework. Our management\nmay conclude that our internal control over financial reporting is not effective, or the level at which our controls are documented, designed\nor reviewed is not adequate, and may result in our independent registered public accounting firm issuing a report that is qualified. In\naddition, the reporting obligations may place a significant strain on our management, operational and financial resources and systems\nfor the foreseeable future. We may be unable to complete our evaluation testing and any required remediation promptly.

We may require\nadditional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings\nmay adversely impact our stockholders.

The\nextent we rely on current investors (including the Selling Stockholder hereof) in the Company as sources of funding will depend on a number\nof factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure working and other\ncapital from other sources. If obtaining sufficient funding from our current investors were to prove unavailable or prohibitively dilutive,\nwe will need to secure another source of funding in order to satisfy our working and other capital needs. In addition to the Strata Agreement and\nthe other securities purchase transactions discussed hereof, we may still need additional capital for our business, operating and development\nplans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require\nit, the consequences may be a material adverse effect on our business, operating results, financial condition and prospects. Depending\non the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our Common Stock\ncould be reduced. A financing could involve one or more types of securities including Common Stock, convertible debt or warrants to acquire\nCommon Stock. These securities could be issued at or below the then prevailing market price for our Common Stock. Should the financing\nwe require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be\na material adverse effect on our business, operating results, financial condition and prospects.

Risks Related to Our Operation of Business

The restatement\nof our previously issued financial statements and associated analysis and ongoing remedial measures have been time consuming and expensive\nand could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash\nflows.

In\nconnection with the preparation of our financial statements for the fiscal year ended December 31, 2024, we identified material weaknesses\nin our internal control over financial reporting and clinical trial expenses. If we fail to maintain an effective system of internal control\nover financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could\nlose confidence in our financial and other public reporting, which would harm our business and the trading price of our Common Stock and\nlisted Warrants. If the interpretations, estimates or judgments we use to prepare our financial statements prove to be incorrect, we may\nbe required to restate our financial results, which could have a number of material adverse effects on us.

There is uncertainty\nregarding our ability to continue as a going concern.

Our\nindependent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements\nas of and for the year ended December 31, 2025, which stated that management has concluded that substantial doubt exists about our ability\nto continue as a going concern for one year after the date our consolidated financial statements are issued. As discussed in Note 1 to\nour consolidated financial statements, we have an accumulated deficit at June 30, 2026 and continuing net losses and negative cash flows\nfrom operations and we expect to continue incurring operating losses and negative cash flows in the future. These matters raise substantial\ndoubt about our ability to continue as a going concern. Our plans in regard to these matters are also described in Note 1 to our consolidated\nfinancial statements for each of the year ended December 31, 2025 and the interim period ended June 30, 2026. As a result of the uncertainty\nregarding our ability to continue as a going concern, there is increased risk that you could lose the entire amount of your investment\nin us. The financial statements included in this registration statement of which this prospectus is a part do not include any adjustments\nthat might result from the outcome of this uncertainty.

We operate in\na competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will\nbe harmed.

The\ntelemedicine market is rapidly evolving and highly competitive. We expect competition to intensify in the future as existing competitors\nand new entrants introduce new telemedicine services and software platforms or other technology to U.S. healthcare providers, particularly\nhospitals and healthcare systems. We currently face competition from a range of companies, including other incumbent providers of telemedicine\nconsultation services and specialized software providers, that are continuing to grow and enhance their service offerings and develop\nmore sophisticated and effective transaction and service platforms. In addition, large, well-financed healthcare providers have in some\ncases developed their own telemedicine services and technologies utilizing their own and third-party platforms and may provide these solutions\nto their patients. Electronic medical record vendors could build telemedicine functionality directly into their existing systems for healthcare\nproviders instead of utilizing our solution. Competition from specialized telemedicine services and software providers, healthcare providers\nand other parties will result in continued pricing pressures, which is likely to lead to price declines in certain of our services, which\ncould negatively impact our sales, profitability and market share.

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Some\nof our competitors may have greater name recognition, longer operating histories and significantly greater resources than we do. Further,\nour current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may\nbe able to respond more quickly and effectively than either can to new or changing opportunities, technologies, standards or client requirements\nand may have the ability to initiate or withstand substantial price competition. In addition, current and potential competitors have established,\nand may in the future establish, cooperative relationships with vendors of complementary products, technologies or services to increase\nthe availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market\nshare, a larger client base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and\nlarger sales forces than we have, which could put us at a competitive disadvantage. Our competitors could also be better positioned to\nserve certain segments of the telemedicine market, which could create additional price pressure. In light of these factors, even if the\nsolutions we offer are more effective than those of our competitors, current or potential clients may accept competitive solutions in\nlieu of purchasing our solutions. If we are unable to compete successfully in the telemedicine industry, our business, financial condition\nand results of operations will be harmed.

Moreover,\nwe expect that competition will continue to increase as a result of consolidation in the healthcare industry. Many healthcare industry\nparticipants are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed\ncare organizations consolidate, thus decreasing the number of market participants, competition to provide services like ours will become\nmore intense, and the importance of establishing and maintaining relationships with key industry participants will become greater. These\nindustry participants may try to use their market power to negotiate price reductions for our telemedicine consultation and platform services.\nIf we are forced to reduce our prices and are unable to achieve a corresponding reduction in our expenses, our revenues would decrease,\nwhich could harm our business.

The level of\ndemand for and market utilization of our software and solutions are subject to a high degree of uncertainty.

The\nmarket for telemedicine services and related technology is characterized by rapid change. As telemedicine specialty consultation workflows\nand related business drivers continue to evolve, the level of demand for and market utilization of our telemedicine services and platform\nremain subject to a high degree of uncertainty. Our success will depend to a substantial extent on the willingness of healthcare organizations\nto use, and to increase the frequency and extent of their utilization of, our solutions and our ability to demonstrate the value of telemedicine\nto healthcare providers. If healthcare organizations do not recognize or acknowledge the benefits of these telemedicine services platform\nor if either is unable to reduce healthcare costs or generate positive health outcomes, then the market for our solutions might not develop\nat all, or it might develop more slowly than we expect. Similarly, negative publicity regarding patient confidentiality and privacy in\nthe context of technology-enabled healthcare or concerns about our solutions or the telemedicine market as whole could limit market acceptance\nof our solutions. If clients do not perceive the benefits of our solutions, then the market may not develop at all, or it may develop\nmore slowly than we expect. Achieving and maintaining market acceptance of our solutions could be negatively affected by many factors,\nincluding:

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the quality, popularity, pricing and timing of telemedicine consultation services utilized by us and our competitors;

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general economic conditions, particularly economic conditions adversely affecting discretionary and reimbursable healthcare spending;

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federal and state policy initiatives impacting the need for, fraud and abuse concerns regarding, and pricing of telemedicine services;

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changes in client needs and preferences;

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the development of specialty care practice standards or industry norms applicable to telemedicine consultation services;

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the availability of other forms of medical and telemedicine assistance;

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lack of additional evidence or peer-reviewed publication of clinical evidence supporting the safety, ease-of-use, cost-savings or other perceived benefits of our solutions over competitive products or other currently available methodologies;

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perceived risks associated with the use of our solutions or similar products or technologies generally; and

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critical reviews and public tastes and preferences, all of which change rapidly and cannot be predicted.

In\naddition, our solutions may be perceived by clients or potential clients to be more complicated or less effective than traditional approaches,\nand may be unwilling to change their current healthcare practices. Healthcare providers are often slow to change their medical treatment\npractices for a variety of reasons, including perceived liability risks arising from the use of new products and services and the uncertainty\nof third-party reimbursement. Accordingly, healthcare providers may not recommend our solutions until there is sufficient evidence to\nconvince them to alter their current approach. Any of these factors could adversely affect the demand for and market utilization of our\nsolutions, which would harm its business.

We have in the past been, and may in the future be, dependent\non a limited number of significant customers.

Due\nto the size and nature of our arrangements with customers, one or a few customers have in the past and may in the future represent a substantial\nportion of our consolidated revenues and gross profits in any one year or over a period of several consecutive years. For the\nthree and six months ended June 30, 2026, one customer accounted for 46% and 43%, respectively, of our total revenue for such periods.\nFor the three and six months ended June 30, 2025, one customer accounted for 29% and 28%, respectively, of our total revenue for such\nperiods. We cannot predict whether any of these customers will have a significant downturn in funding, and whether any such downturn,\nor any loss of funding or delay in payment from any one of these customers resulting therefrom, would have a material adverse effect on\nour business, results of operations, cash flows and financial condition.

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We may incur\nlosses in the future, and thereafter may never achieve or sustain profitability.

We\nexpect our costs will increase in the foreseeable future and we may incur losses. We also expect to invest significant additional funds\ntowards enhancing our services and platform, growing our business and operating as a public company and as we continue to invest in increasing\nour hospital and healthcare system client base, expanding our operations, hiring additional employees, and developing future offerings.\nThese efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to\noffset these higher expenses. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent\nperiods. As we expand, we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain\npositive cash flow in the long term, we will require additional financing, which may not be available on favorable terms or at all or\nwhich would be dilutive to our stockholders. If we are unable to address these risks and challenges successfully as we encounter them,\nour business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively affect the value of\nour Common Stock.

The developing\nand rapidly evolving nature of our business and the markets in which we operate may make it difficult to evaluate our business.

We\nhave been creating offerings for the developing and rapidly evolving market for telemedicine services. We have limited operating history\nwith our current solutions and our business model makes it difficult to evaluate our business and prospects. It is difficult to evaluate\ntrends that may affect our business and whether our expansion will be profitable. You should consider our business and prospects in light\nof the risks and difficulties iDoc encounters or may encounter. These risks and difficulties include those frequently experienced by growing\ncompanies in rapidly changing industries, such as determining appropriate investments of our limited resources, market adoption of our\nexisting and future solutions, competition from other companies, acquiring and retaining clients, hiring, integrating, training and retaining\nskilled personnel, developing new solutions, determining prices for our solutions, unforeseen expenses, and challenges in forecasting\naccuracy. If we have difficulty launching new solutions, our reputation and business may be harmed. Additional risks include our ability\nto effectively manage growth and to store, protect and use personal data in compliance with governmental regulation, contractual obligations\nand other legal obligations related to privacy and security. If our assumptions regarding these and other similar risks and uncertainties,\nwhich we use to plan our business, are incorrect or change as we gain more experience operating our businesses or due to changes in our\nindustry, or if we do not address these challenges successfully, our business, financial condition and results of operations could differ\nmaterially from our expectations and our business could suffer.

Our business,\nresults of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock\nprice if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts\nor investors.

Our\noperating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail\nto match our past performance, our projections or the expectations of securities analysts because of a variety of factors, many of which\nare outside of our control. As a result, we may not be able to accurately forecast our operating results and growth rate. Any of these\nevents could cause the market price of our Common Stock to fluctuate. Factors that may contribute to the variability of our operating\nresults include:

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the addition or loss of large hospital and healthcare system clients, including through acquisitions or consolidations of such clients;

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seasonal and other variations in the timing of our sales and implementation cycles, especially in the case of our large clients;

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the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines;

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the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

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the timing and success of introductions of new products and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, hospital and healthcare system clients or strategic partners;

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hospital and healthcare system client renewal rates and the timing and terms of such renewals;

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the mix of services sold and utilization volume of our services during a period;

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the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies;

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technical difficulties or interruptions in our services;

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breaches of information security or privacy;

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our ability to hire and retain qualified personnel, including cross-licensing and privileging each of our physician networks;

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changes in the structure of healthcare provider and payment systems;

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changes in the legislative or regulatory environment, including with respect to healthcare, privacy, or data protection, or enforcement by government regulators, including fines, orders, or consent decrees;

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the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation;

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political, economic and social instability, including terrorist activities and health epidemics, and any disruption these events may cause to the global economy; and

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changes in business or macroeconomic conditions.

The\nimpact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that\nquarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful and should not be relied upon as an\nindication of future performance.

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Our sales cycles\ncan be long and unpredictable and requires considerable time and expense. As a result, our sales, revenues, and cash flows are difficult\nto predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

The\nsales cycle for our solutions from initial contact with a potential lead to contract execution and implementation varies widely by client.\nSome of our clients undertake a significant and prolonged evaluation process, including to determine whether our solutions meet their\nunique telemedicine service needs, which frequently involves evaluation of not only our solutions but also an evaluation of those of our\ncompetitors, which has in the past resulted in extended sales cycles. Our sales efforts involve educating our clients about the use, technical\ncapabilities and potential benefits of our solutions. Moreover, our large hospital and healthcare system clients often begin to deploy\nour solutions on a limited basis, but nevertheless demand extensive configuration, integration services and pricing concessions, which\nincreases our upfront investment in the sales effort with no guarantee that these clients will deploy our solution widely enough across\ntheir organization to justify our substantial upfront investment. It is possible that in the future that we may experience even longer\nsales cycles, more complex client needs, higher upfront sales costs and less predictability in completing some of our sales, we continue\nto expand our direct sales force, expand into new territories and market additional solutions and services. If our sales cycles lengthen\nor our substantial upfront sales and implementation investments do not result in sufficient sales to justify our investments, our business\ncould be harmed.

Developments\naffecting spending by the healthcare industry could adversely affect our revenues.

The\nU.S. healthcare industry has changed significantly in recent years, and we expect that significant changes will continue to occur.\nGeneral reductions in expenditures by healthcare industry participants could result from, among other things:

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government regulations or private initiatives that affect the manner in which healthcare providers interact with patients, payors or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services;

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consolidation of healthcare industry participants;

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reductions in government funding for healthcare, in particular telehealth; and

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adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants.

Any\nof these changes in healthcare spending could adversely affect our revenues. Even if general expenditures by industry participants remain\nthe same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market segments\nthat we serve now or in the future. However, the timing and impact of developments in the healthcare industry are difficult to predict.\nWe cannot assure you that the demand for our solutions and services will continue to exist at current levels or that we will have adequate\ntechnical, financial, and marketing resources to react to changes in the healthcare industry.

Our practices\nrely on physician and physician extender’s abilities and therefore there are potential medical malpractice risks that may adversely\naffect our business.

Our\nbusiness may expose us to potential medical malpractice, professional negligence, or other related actions or claims that are inherent\nin the provision of healthcare services. These claims, with or without merit, could cause us to incur substantial costs and could place\na significant strain on our financial resources, divert the attention of management from our core business, harm our reputation and adversely\naffect our ability to attract and retain clients, any of which could have a material adverse effect on our business, financial condition\nand results of operations.

Economic uncertainties\nor prolonged downturns in the general economy, or political changes, could disproportionately affect the demand for our solutions and\nharm our business.

Current\nor future economic uncertainties or prolonged downturns could harm our business. Negative conditions in the general economy in the United\nStates, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political\ndeadlock, natural catastrophes, pandemics, social unrest, warfare and terrorist attacks, could cause a decrease in funds available to\nour clients and potential clients and negatively affect the growth rate of our business.

These\neconomic conditions may make it difficult for us and our clients to forecast and plan future budgetary decisions or business activities\naccurately, and they could cause our clients to re-evaluate their decisions to purchase our solutions, which could delay and lengthen\nour sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times or because of political\nchanges, our clients may tighten their budgets and face constraints in gaining timely access to sufficient funding or other credit, which\ncould result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for\ndoubtful accounts, which would adversely affect our financial results.

To\nthe extent our solutions are perceived by clients and potential clients to be discretionary, our revenues may be disproportionately affected\nby delays or reductions in general information technology and telemedicine spending. Competitors may respond to market conditions by lowering\nprices and attempting to lure away our clients. In addition, the increased pace of consolidation in the healthcare industry may result\nin reduced overall spending on our solutions.

We\ncannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within the healthcare\nindustry, or the effect of political changes. If the economic conditions of the general economy or the healthcare industry do not improve,\nor worsen from present levels, our business could be harmed.

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If our existing\nclients do not continue or renew their contracts with us, renew at lower fee levels or decline to purchase additional services from us,\nour business may be harmed.

We\nexpect to derive a significant portion of our revenues from renewal of existing client contracts and sales of additional services to existing\nclients. Factors that may affect our ability to sell additional solutions and services include, but are not limited to, the following:

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the price, performance and functionality of our software solutions;

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the availability, price, performance and functionality of competing solutions;

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our ability to develop and sell complementary solutions and services;

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changes in healthcare laws, regulations or trends; and

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the business environment and strategic priorities of our clients.

Most\nof our clients have no obligation to renew their subscriptions for our solutions after the initial term expires. In addition, our clients\nmay negotiate terms less advantageous to them upon renewal, which may reduce our revenues from these clients. If our clients fail to renew\ntheir contracts, renew our contracts upon less favorable terms or at lower fee levels or fail to purchase new solutions and services from\nus, our revenues may decline, or our future revenue growth may be constrained.

Our telemedicine\nbusiness and growth strategy depends on our ability to maintain and expand our network of established hospital system and telemedicine\nuser bases, board-certified physicians and other provider specialists. If we are unable to maintain and expand our network, our future\ngrowth would be limited and our business would be harmed.

Our\nsuccess is dependent upon our continued ability to maintain a network of established health care systems providers and established, board-certified\nphysicians and other provider specialists. Our ability to develop and maintain satisfactory relationships with these providers also may\nbe negatively impacted by other factors not associated with either of them, such as changes in Medicare and/or Medicaid reimbursement\nlevels and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers.\nThe failure to maintain or to secure new cost-effective provider contracts may result in a loss of or inability to grow our client base,\nhigher costs, healthcare provider network disruptions, less attractive service for our clients and/or difficulty in meeting regulatory\nrequirements, any of which could harm our business.

Our telemedicine\nbusiness is dependent on our relationships with affiliated professional entities, which we do not own, to provide medical services, and\nour business would be harmed if those relationships were disrupted.

There\nis a risk that U.S. state authorities in some jurisdictions may find that our contractual relationships with our physicians and physician\nextenders who provide telehealth services violate state’s prohibition against the corporate practice of medicine and related professions.\nThe corporate practice of medicine prohibition exists in some form, by statute, regulation, board of medicine or attorney general guidance,\nor case law, in most states, though there is broad variation between state application and enforcement of the doctrine makes an exact\ncount difficult. These laws generally prohibit the practice of medicine or related professions by lay persons or entities and are intended\nto prevent unlicensed persons or entities from interfering with or inappropriately influencing a physician or physician extenders’\nprofessional judgment. The extent to which each state considers particular actions or contractual relationships between us and our providers\nto constitute improper influence of professional judgment varies across the states and is subject to change and to evolving interpretations\nby state boards of medicine and state attorneys general, among others. As such, we must monitor our compliance with laws in every jurisdiction\nin which we operate on an ongoing basis, but we cannot guarantee that subsequent interpretation of the corporate practice of medicine\nor related professions laws will not circumscribe our business operations. State corporate practice of medicine doctrines also often impose\npenalties on the licensed providers themselves for aiding the corporate practice of medicine, which could discourage physicians from participating\nin our network of providers.

A\nmaterial change in corporate practice of medicine interpretation could impact our operations and could impair our ability to provide services\nto our clients and harm our business.

If we are not\nable to develop and release new solutions, or successful enhancements, new features and modifications to our existing solutions, our business\ncould be harmed.

To\ndate, we have derived a substantial majority of our revenues from sales of solutions from our telemedicine software platforms, and our\nlonger-term results of operations and continued growth will depend on our ability successfully to develop and market new solutions and\nadd in additional modules and feature in a timely manner. In addition, we have invested, and will continue to invest, significant resources\nin research and development to enhance our existing solutions. If existing clients are not willing to make additional payments for such\nnew solutions, or if new clients do not value such new solutions or enhancements, it could harm our business. If we are unable to predict\nclient and user preferences or other industry changes, or if we are unable to enhance or modify our solutions on a timely basis, we may\nlose clients. In addition, our results of operations would suffer if our innovations are not responsive to the needs of our clients or\nif such innovation are not appropriately timed with market opportunity or effectively brought to market. Delays in launching new solutions\nmay open windows of opportunity for new and existing competitors to erode our market share and may negatively impact our revenues and\nprofitability.

Any failure to\noffer high-quality technical support services may harm our relationships with our clients and our financial results.

Our\nclients depend on our support organization to resolve any technical issues relating to our services. In addition, our sales process is\nhighly dependent on the quality of our solutions, our business reputation and on strong recommendations from our existing clients. Any\nfailure to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality\nand highly-responsive support, could harm our reputation, adversely affect our ability to sell our solutions to existing and prospective\nclients, and harm our business.

We\noffer technical support services with our solutions and may be unable to respond quickly enough to accommodate short-term increases in\ndemand for support services, particularly as we increase the size of our client base. We may also be unable to modify the format of our\nsupport services to compete with changes in support services provided by competitors. It is difficult to predict demand for technical\nsupport services and if demand increases significantly, we may be unable to provide satisfactory support services to our clients. Additionally,\nincreased demand for these services, without corresponding revenue, could increase costs and adversely affect our results of operations.

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Because competition\nfor qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to support our continued\ngrowth.

To\ncontinue to execute on our growth plan, we must attract and retain highly qualified personnel. The pool of qualified personnel with experience\nworking in the healthcare market is limited overall and the competition to hire them is intense. As such, we may not be successful in\ncontinuing to attract and retain qualified personnel. We have from time to time in the past experienced, and expect to continue to experience\nin the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, our search for\nreplacements for departed employees may cause uncertainty regarding the future of our business, impact employee hiring and retention,\nand adversely impact our revenue, financial condition and results of operations. If we fail to attract new personnel or fail to retain\nand motivate our current personnel, our business and future growth prospects could be harmed.

We depend on\nour senior management team, and the loss of one or more of these employees or an inability to attract and retain qualified key personnel\ncould harm our business.

Our\nsuccess depends largely upon the continued services of our key executive officers. These executive officers are “at-will”\nemployees and therefore may terminate employment with us at any time with no advance notice. We also rely on our leadership team in the\nareas of research and development, marketing, services and general and administrative functions. From time to time, there may be changes\nin our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement\nof one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly\ndelay or prevent the achievement of our business objectives. In addition, volatility or lack of performance in our stock price may affect\nour ability to attract and retain replacements should key personnel depart. If we are not able to retain any of our key personnel, our\nbusiness could be harmed.

Our management\nteam has broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that management’s\ndecisions will result in successful achievement of our business objectives or will not have unintended consequences that negatively impact\nour growth prospects.

Our\nmanagement has broad discretion in making strategic decisions to execute our growth plans and may devote time and company resources to\nnew or expanded solution offerings, potential acquisitions, prospective customers or other initiatives that do not necessarily improve\nour operating results or contribute to our growth. Management’s failure to make strategic decisions that are ultimately accretive\nto our growth may result in unfavorable returns and uncertainty about its prospects, each of which could cause the price of our Common\nStock to decline.

We may acquire\nother companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, and otherwise\ndisrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits\ntherefrom, any of which could harm our business.

We\nmay intend to acquire or invest in additional businesses, applications and services or technologies that we believe could complement or\nexpand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions\nmay divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions,\nwhether or not they are consummated.

In\naddition, if we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully,\nor effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired\nbusiness due to a number of factors, including, but not limited to:

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inability to integrate or benefit from acquired technologies or services in a profitable manner;

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unanticipated costs or liabilities, including legal liabilities, associated with the acquisition;

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difficulty integrating the accounting systems, operations and personnel of the acquired business;

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difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

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difficulty converting the clients of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;

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diversion of management’s attention from other business concerns;

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adverse effects to our existing business relationships with business partners and clients as a result of acquisitions;

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the potential loss of key employees or contractors;

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use of resources that are needed in other parts of our business; and

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use of substantial portions of our available cash to consummate the acquisition.

In\naddition, a significant portion of the purchase price of businesses we acquire may be allocated to acquired goodwill and other intangible\nassets, which must be assessed for impairment at least annually or if there are triggering events identified. In the future, if our acquisitions\ndo not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process,\nwhich could adversely affect our results of operations.

Acquisitions\ncould also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations\nor cause the market price of our Common Stock to decline. In addition, if an acquired business fails to meet our expectations, our business\nmay be harmed.

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If we are unable\nto grow, or if we fail to manage future growth effectively, our revenues may not increase and we may be unable to implement our business\nstrategy.

Our\nfuture success will depend upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses\nand be unable to meet our clients’ requirements, all of which could harm our business. A key aspect to managing our growth is our\nability to scale iDoc’s capabilities, including in response to unexpected shifts in demand for telemedicine. To manage our current\nand anticipated future growth effectively, we must continue to maintain and enhance our IT infrastructure, financial and accounting systems\nand controls. We must also attract, train and retain a significant number of board-certified physicians, sales and marketing personnel,\nclient support personnel, professional services personnel, software engineers, technical personnel and management personnel, and the availability\nof such personnel, in particular physicians and software engineers, may be constrained.

Our\ngrowth will depend on the acceptance of our solutions as a suitable supplement to traditional healthcare delivery systems and on our ability\nto overcome operational challenges. Our business model and solutions could lose our viability as a supplement to traditional healthcare\ndelivery systems due to client dissatisfaction or new alternative solutions. If we are unable to address the needs of our clients, or\nour clients are dissatisfied with the quality of our solutions, our clients may not renew our contracts, seek to cancel or terminate their\nrelationship with us or renew on less favorable terms, any of which could cause our annual net dollar retention rate to decrease.

As\nwe continue to grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions,\nwe may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our profitability and our\nability to retain and recruit qualified personnel who are essential for our future success. If we do not effectively manage our growth,\nwe may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy\nclient requirements or maintain high-quality solutions. Additionally, we may not be able to expand and upgrade our systems and infrastructure\nto accommodate future growth.

Failure\nto effectively manage our growth could also lead us to over-invest or under-invest in development and operations, result in weaknesses\nin our infrastructure, systems or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities\nand result in loss of employees and reduced productivity of remaining employees. Our growth is expected to require significant capital\nexpenditures and may divert financial resources from other projects such as the development of new solutions and services. If we are unable\nto effectively manage our growth our expenses may increase more than expected, our revenues may not increase or may grow more slowly than\nexpected and we may be unable to implement our business strategy. The quality of our services may also suffer, which could negatively\naffect our reputation and harm our ability to attract and retain clients.

If the estimates\nand assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected and\nour business would be harmed.

Market\nopportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may\nprove to be inaccurate. Even if the markets in which we compete meet our size estimates and forecasted growth, our business could fail\nto grow at similar rates, if at all. The principal assumptions relating to our market opportunity include all hospitals in the United\nStates adopting outsourced clinical resources via telemedicine and that we can successfully add specialties to tour solutions beyond those\ncurrently offered today. Our market opportunity is also based on the assumption that our existing and future offerings will be more attractive\nto our clients and potential clients than competing solutions. If these assumptions prove inaccurate, our business could be harmed.

We may not grow\nat the rates we historically have achieved or at all, even if our key metrics may indicate growth, which may adversely affect the market\nprice of our Common Stock.

We\nhave experienced significant growth in recent years. Future revenues may not grow at these same rates or may decline. Our future\ngrowth will depend, in part, on our ability to grow our revenues from existing clients, to complete sales to potential future clients,\nto expand our client base, and to develop new solutions and services. We can provide no assurances that we will be successful in executing\non these growth strategies or that, even if our key metrics would indicate future growth, we will continue to grow our revenues or to\ngenerate net income. Our ability to execute on our existing sales pipeline, create additional sales pipelines and expand our client base\ndepends on, among other things, the attractiveness of our services relative to those offered by our competitors, our ability to demonstrate\nthe value of our existing and future services and our ability to attract and retain a sufficient number of qualified sales and marketing\nleadership and support personnel. In addition, our existing clients may be slower to adopt our services than we currently anticipate,\nwhich could harm our business and growth prospects and adversely affect the market price of our Common Stock.

We may in the\nfuture become subject to litigation, which could be costly and time-consuming to defend.

We\nmay become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients\nin connection with commercial disputes or employment claims made by our current or former associates. Litigation may result in substantial\ncosts and may divert management’s attention and resources, which may substantially harm our business, financial condition and results\nof operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more\nsuch claims and may not continue to be available on terms acceptable to us. Resolution of some of these types of matters against us may\nresult in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements\nexceed insured levels, could adversely affect our results of operations and cash flows, thereby harming our business and stock price.\nFor example, fines or assessments could be levied against us under domestic or foreign data privacy laws (such as the Health Insurance\nPortability and Accountability Act of 1996 (“HIPAA”), the General Data Protection Regulation (“GDPR”), or the\nCalifornia Consumer Privacy Act of 2018 (“CCPA”)) or under authority of privacy enforcing governmental entities (such as the\nFederal Trade Commission (“FTC”), or the U.S. Department of Health and Human Services (“HHS”)) or as a result\nof private actions, such as class actions based on data breaches or based on private rights of action (such as that contained in the CCPA).\nCertain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which\ncould adversely affect our results of operations and cash flows, expose us to increased risks that would be uninsured and adversely affect\nour ability to attract directors and officers. In addition, such litigation could result in increased scrutiny by government authorities\nhaving authority over our business, such as the FTC, the HHS, Office for Civil Rights (“OCR”), and state attorneys general.

We may become\nsubject to medical liability claims, which could cause us to incur significant expenses, may require us to pay significant damages if\nnot covered by insurance, and could harm our business.

Because\nour business delivers telehealth services to patients, each faces the risk of medical liability claims against us and our affiliated professional\nentities. We and our affiliated professional entities have in the past and may in the future be subject to medical liability claims and,\nif these claims are successful, substantial damage awards. Although we maintain insurance covering medical malpractice claims in amounts\nthat we believe is appropriate in light of the risks attendant to our business, we cannot predict the outcomes of medical malpractice\ncases, the effect that any claims of this nature, regardless of their ultimate outcome, could have on our business or reputation or on\nour ability to attract and retain clients. Professional liability insurance is expensive and insurance premiums may increase significantly\nin the future, particularly as we expand our services. As a result, adequate professional liability insurance may not be available to\nour providers in the future at acceptable costs or at all.

Any\nclaims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards\nagainst us and divert the attention of our management and our providers from our operations, which could harm our business. In addition,\nany claims may harm our business or reputation.

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Taxing authorities\nmay successfully assert that we should have collected or in the future should collect sales and use, value-added, or similar taxes, and\nwe could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

We\ndo not collect sales and use and similar taxes in any states for telemedicine services based on our belief that our services are not subject\nto such taxes in any state. Sales and use and similar tax laws and rates vary greatly from state to state. Certain states in which we\ndo not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest with\nrespect to past services, and we may be required to collect such taxes for services in the future. Such tax assessments, penalties and\ninterest or future requirements may adversely affect our results of operations.

We will likely\nrequire additional capital from equity or debt financings to support business growth, and this capital might not be available on acceptable\nterms, if at all.

We\nintend to make investments to support our anticipated business growth and will likely require additional funds to respond to business\nchallenges, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure and acquire\ncomplementary businesses and technologies. In order to achieve these objectives, we may make future commitments of capital resources,\nincluding incurring additional indebtedness under our credit facility. Accordingly, we may need to engage in equity or debt financings\nto secure additional funds. If we raise additional funds through further issuances of equity or debt securities, our existing stockholders\ncould suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those\nof holders of our Common Stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital\nraising activities and other financial and operational matters. In addition, we may not be able to obtain additional financing on terms\nfavorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it,\nour ability to continue to support our business growth and to respond to business challenges could be significantly limited.

Risks Related to Governmental Regulation

In the U.S.,\nwe conduct business in a heavily regulated environment and if we fail to comply with health care laws and regulations, we could incur\nfines and other penalties, be prohibited from participating in certain reimbursement programs or be required to make significant changes\nto our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and\nresults of operations.

The\nU.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes\nand regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private\npayors, our contractual relationships with our providers, vendors and customers, our marketing activities and other aspects of our operations.\nOf particular importance are:

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the federal physician self-referral law, commonly referred to as the Stark Law, that, subject to specific exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services. Many states have adopted similar laws;

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the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

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the federal False Claims Act that prohibits, among other things, presenting, or causing the presentment, of a false claim for payment or approval; making, using, or causing others to make or use, a false record or statement that is material to a false or fraudulent claim, Making, using, or causing to be made or used, a false record or statement material to an obligation to pay money to the government; or conceals, avoids, or decreases an obligation to pay money to the government. Many states have adopted state false claims act laws.

We\ndo not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations to guide our operations.\nIn the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations\nof impropriety or illegality or could require them to make changes in our operations or structure. A determination that they have violated\nthese laws, or the public announcement that we are being investigated for possible violations of these laws, could have a material adverse\neffect on our business, financial condition, results of operations and cash flows, and our business reputation could suffer significantly.\nIn addition, other similar legislation or regulations at the federal or state level may be adopted that could have a material adverse\neffect on our business, financial condition, results of operations and cash flows.

To\nenforce compliance with the federal laws, the U.S. Department of Justice and the U.S. Department of Health and Human Services Office of\nInspector General, or OIG, have recently increased their scrutiny of healthcare providers, which has led to a number of investigations,\nprosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming\nand can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise\nhave an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal False Claims\nAct, which provides for treble damages and penalties of $12,537 to $25,076 per false claim or statement, healthcare providers often resolve\nallegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be\nawarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent\ndecree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected\nthat the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare\nreimbursement rules and fraud and abuse laws.

The\nlaws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure\nyou that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure\nyou that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination\nthat could adversely affect our operations.

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State legislative\nand regulatory changes specific to the area of telehealth law may present the third party medical groups and independent physicians on\nour platform with additional requirements and state compliance costs, which may create additional operational complexity and increase\ncosts.

Our\naffiliated professional entities and independent physicians’ and physician extenders’ ability to provide telehealth services\nto, and receive reimbursement for the services provided to patients in a particular state are dependent upon the laws and regulations\nof the state where the patient resides. Laws and regulations governing the provision of telehealth services are evolving at a rapid pace\nand are subject to changing political, regulatory, and other influences. Some states’ regulatory agencies or medical boards may\nhave established rules or interpreted existing rules in a manner that limits or restricts providers’ ability to provide\ntelehealth services or for physicians to supervise nurse practitioners and physician assistants remotely. Additionally, there may be limitations\nplaced on the modality through which telehealth services may be provided or requirements related to the provision of telehealth services,\nsuch as having a prior in person visit or receipt of certain informed consents. For example, some states specifically require synchronous\n(or “live”) communications and restrict or exclude the use of asynchronous telehealth modalities, which is also known as “store-and-forward”\ntelehealth. Because this is a developing area of law and regulation, we continually monitor our compliance in every jurisdiction in which\nwe operate. However, we cannot be assured that our affiliated professional entities or independent providers’ activities and arrangements,\nif challenged, will be found to be in compliance with the state requirements or that a new or existing law or regulation will not be adopted,\nenforced, or changed in manner that is unfavorable to our business model. We cannot predict the regulatory landscape for those jurisdictions\nin which we operate and any significant changes in law, policies, or standards, or the interpretation or enforcement thereof, could occur\nwith little or no notice. The majority of the consultations provided through our platforms are synchronous consultations for patients\nlocated in jurisdictions that permit the use of asynchronous telehealth. If there is a change in laws or regulations related to our business,\nor the interpretation or enforcement thereof, that adversely affects our structure or operations, including greater restrictions on the\nuse of asynchronous telehealth or remote supervision of nurse practitioners or physician assistants, it could have a material adverse\neffect on our business, financial condition, and results of operations.

Evolving government\nregulations and enforcement activities may require increased costs or adversely affect our results of operations.

In\na regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion or reinterpretation of\nvarious laws and regulations. This risk is especially acute in the healthcare industry given the level of government spending and oversight\nof the industry as a whole.

In\nthe ordinary course of business, we may be subject to inquiries and audits by federal and state agencies that oversee applicable healthcare\nprogram participation, licensure and payment regulations. We may also be subject to routine and targeted government audits and investigations.\nWe believe that the regulatory environment surrounding most segments of the healthcare industry remains intense. Responding to audits\nand inquiries may require us to incur significant expense. If the results of any audit or investigation reveal material non-compliance,\nwe may have to incur additional expense in defending our business and making modifications to our operations.

In\nthe states in which we operate, we believe we are in material compliance with all applicable material regulations, but, due to the uncertain\nregulatory environment, certain states may determine that we are in violation of their laws and regulations. If we must remedy such violations,\nwe may be required to modify our business and services in such states in a manner that undermines our respective platform’s attractiveness\nto customers, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in\nsuch states are overly burdensome, we may elect to terminate our operations in such states. In each case, our revenue may decline and\nour business, financial condition, and results of operations could be adversely affected.

If we fail to\ncomply with extensive healthcare laws and government regulations, we could suffer penalties or be required to make significant changes\nto our operations.

The\nhealthcare industry is required to comply with extensive and complex laws and regulations at the federal, and state government levels\nrelating to, among other things:

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licensure of health providers, and enrollment with government reimbursement programs;

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necessity and adequacy of telehealth services;

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relationships with physicians and other referral sources and referral recipients;

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billing and coding for services;

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properly handling any overpayments;

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quality of medical equipment, devices and services we make available;

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qualifications of medical professionals and support personnel;

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confidentiality, maintenance, data breach, identity theft and security issues associated with health-related and personal information and medical records; and

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communications with patients and consumers.

Among\nthese laws are the federal Stark Law, the federal Anti-Kickback Statute, the False Claims Act, and similar state laws. If we fail to comply\nwith applicable laws and regulations, we could suffer civil sanctions and criminal penalties, including the loss of our ability to participate\nin the Medicare, Medicaid and other federal and state healthcare programs. While we endeavor to ensure that our financial relationships\nwith referral sources such as hospitals and physicians comply with the applicable laws (including applicable safe harbors and exceptions),\nevolving interpretations or enforcement of these laws and regulations could subject our current practices to allegations of impropriety\nor illegality or could require them to make changes in our operations. A determination that we have violated these or other laws, or the\npublic announcement that we are being investigated for possible violations of these or other laws, could harm our business, and our business\nreputation could suffer significantly. In addition, other legislation or regulations at the federal or state level may be adopted that\ncould harm our business.

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Our collection,\nuse and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security\nregulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant\nliability or reputational harm to us and, in turn, harm our client base and our business.

There\nare a number of federal and state laws, rules and regulations, as well as contractual obligations, relating to the protection, collection,\nstorage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information, including\ncertain patient protected health information (PHI), such as patient records. Existing laws and regulations are constantly evolving, and\nnew laws and regulations that apply to our business are being introduced at every level of government in the United States. In many cases,\nthese laws and regulations regarding transfer or disclosure of personal information apply not only to transfer or disclosure to third-parties,\nbut also to transfers of information between or among iDoc, our affiliates and other parties with whom we conduct business. These laws\nand regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they\nwill be interpreted and applied in ways that may have a material adverse effect on our business. We monitor legal developments in data\nprivacy and security regulations at the local, state and federal level, however, the regulatory framework for data privacy and security\nworldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices\nare likely to remain uncertain for the foreseeable future.

The\nmanagement of PHI is subject to HIPAA. HIPAA is the primary federal law that protects patients’ health care data and records. HIPAA\nconsists of the HIPAA privacy rule (“Privacy Rule”) and the HIPAA security rule (“Security Rule”). The\nHIPAA Privacy Rule protects medical records and other personal health information by limiting our use and disclosure, giving individuals\nthe right to access, amend, and seek accounting of our own health information, and limiting most uses and disclosures of health information\nto the minimum amount reasonably necessary to accomplish the intended purpose. The HIPAA Security Rule protects individuals’\nelectronic personal health information that is created, received, used, or maintained, and requires appropriate administrative, physical\nand technical safeguards to ensure the confidentiality, integrity, and security of electronic protected health information. The HITECH\nAct strengthened HIPAA enforcement provisions, requires OCR to periodically audit covered entities and our business associates, and authorized\nState Attorneys General to bring civil actions for HIPAA violations. It permits the HHS to conduct audits of HIPAA compliance and impose\nsignificant civil monetary penalties even if we did not know or reasonably could not have known about the violation.

HIPAA\nrequires healthcare providers and its business associates to develop and maintain policies and procedures with respect to PHI that is\nused or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also\nimplemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving\ncertain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

HIPAA\nimposes mandatory penalties for certain violations. HIPAA also authorizes state attorneys general to file suit on behalf of their residents.\nCourts are able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create\na private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis\nfor duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In\naddition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA covered entities or business associates\nfor compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals\nwho were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA\nfurther requires that patients be notified of any unauthorized acquisition, access, use or disclosure of our unsecured PHI that compromises\nthe privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees\nor authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later\nthan 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS\nwithout unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients\nor more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered\nentity must record it in a log and notify HHS at least annually. This reporting obligation is in addition to any state notification requirements.

There\nare proposed changes to the HIPAA regulations, which if enacted, may require us to make significant changes to our HIPAA compliance program\nand our patient access request procedures and may have other financial, and operational impacts.

There\nare other federal and state laws that protect the confidentiality, privacy, availability, integrity and security of personally identifiable\ninformation (PII), including PHI. At the state and local level, there is increased focus on regulating the collection, store, use, retention,\nsecurity, disclosure, transfer and other processing of confidential, sensitive and personal information. These laws in many cases are\nmore restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government\nagencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity\nand liability.

In\naddition, all 50 U.S. states and the District of Columbia have enacted breach notification laws that may require us to notify patients,\nemployees or regulators in the event of unauthorized access to, disclosure of, or acquisition of personal or confidential information\nexperienced by us or our service providers. These laws are not consistent, and compliance in the event of a widespread data breach is\ndifficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory\nrequirements. We also may be contractually required to notify patients or other counterparties of a security breach. Although we may have\ncontractual protections with our service providers, any actual or perceived security breach could harm our reputation and brand, expose\nus to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived\nbreach. Any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such\nliabilities and losses, and we may be unable to enforce any such contractual protections. In addition to government regulation, privacy\nadvocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry\nstandards may legally or contractually apply to us, or we may elect to comply with such standards.

New\nhealth and personal information security standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have\na significant effect on the manner in which VSee and iDoc must handle healthcare related data, and the cost of complying with standards\ncould be significant. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or\ncivil sanctions.

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Because\nof the sensitivity of the PII we store and transmit, the security features of our technology platforms are very important. If our security\nmeasures are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA-regulated\nPHI. As a result, our reputation could be severely damaged, adversely affecting client or investor confidence. Clients may curtail their\nuse of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face\nlitigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations\nand significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security\nbreach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may\nhave been caused by such breaches, incentives offered to client or other business partners in an effort to maintain our business relationships\nafter a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel\nand protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering\ncertain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for\nall liability and, in any event, insurance coverage would not address the reputational damage that could result from a security incident.

We\nalso publish statements to our clients that describe how we handle and protect personal information. If federal or state regulatory authorities\nor private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which\ncould lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending\nagainst litigation, settling claims and complying with regulatory or court orders.

In\nMarch 2020, the Office of the National Coordinator for Health Information Technology (“ONC”) released a final rule implementing\nthe information blocking prohibition of the 21st Century Cures Act, which went into effect on April 5, 2021. The rule, which applies\nto almost all health care providers, is designed to create a more interoperable health care system that supports seamless data exchange,\nimproves care coordination, and removes barriers to the use and exchange of PHI between providers and plans and as directed by patients.\n“Information blocking” refers to activities that unreasonably limit the availability and use of electronic health information\n(“EHI”). The rule prohibits information blocking of EHI unless it is required by law or meets one of eight narrowly applied\nexceptions. Like most providers, we had to create new policies and procedures, trainings, and governance structures, and invest in new\ntechnology to comply with the rule. ONC has delegated oversight and compliance monitoring to the Office of Inspector General, and a provider\nmay be subject to significant financial penalties if it fails to comply with these new rules. The exact penalties for providers will be\ndetermined through future rulemaking. Any individual can submit a complaint alleging that a provider has engaged in information blocking\nthrough an online portal made available by ONC.

If we fail to\ncomply with federal and state laws and policies governing claim submissions to government healthcare programs or commercial insurance\nprograms, we or our clients may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare\nprograms and contractual claims by commercial insurers.

We\noffer revenue cycle management services to our clients that include the preparation and submission of claims for professional service\nand billing agent collection processing with payers on behalf of our clients. Certain of these reimbursement claims are governed by federal\nand state laws with potential civil and criminal penalties for non-compliance. The HIPAA security, privacy and transaction standards also\nhave a potentially significant effect on our claims preparation, transmission and submission services, because such services must be structured\nand provided in a way that supports our clients’ HIPAA compliance obligations. Errors by us or our systems with respect to entry,\nformatting, preparation or transmission of claim information may be determined or alleged to be in violation of these laws and regulations.\nIf our revenue cycle management services fail to comply with these laws and regulations, we may be subjected to federal or state government\ninvestigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private payers may file claims\nagainst them, and we may be excluded from Medicare, Medicaid or other government-funded healthcare programs. Further, our clients may\nseek contractual remedies and indemnification. Any investigation or proceeding related to these topics, even if unwarranted or without\nmerit, could adversely affect demand for our services, could force us to expend significant capital, research and development and other\nresources to address the failure, and may harm our business.

Private\npay sources such as third-party insurance and managed care entities also often reserve the right to, and do actually conduct audits of\nour billing processes, and have from time to time conducted such reviews. Our costs to respond to and defend any such reviews, audits\nand investigations are significant and are likely to increase in the current enforcement environment. These audits and investigations\nmay require us to refund or retroactively adjust amounts that have been paid to us by the relevant government program or private pay source.

If\nour revenue cycle management services fail to comply with these laws and regulations, we may be subjected to federal or state government\ninvestigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private payers may file claims\nagainst us, and we may be excluded from Medicare, Medicaid or other government-funded healthcare programs. Further, our clients may seek\ncontractual remedies and indemnification. Any investigation or proceeding related to these topics, even if unwarranted or without merit,\ncould adversely affect demand for our services, could force us to expend significant capital, research and development and other resources\nto address the failure, and may harm our business.

Physician licensing\nand credentialing, a cost of providing professional services, can negatively impact our margins as it may incur increased expenses to\nutilize appropriately licensed and credentialed physicians for consult demands, especially when expanding to new jurisdictions and new\nhospital clients.

A\nphysician’s (or a physician extender’s) ability to perform telemedicine consults is dictated by where the physician is licensed\nto practice and with whom the physician is privileged to provide services. State licensure and physician credentialing requirements take\ntime to procure, often necessitating months of lead-time before a physician is able to begin providing consults for a particular\nhospital facility. Our ability to manage and anticipate physician need and prioritize licensing and credentialing could impact profit\nmargins and expense management. As consult demands increase in areas where only a limited number of physicians hold necessary licenses\nand credentials, those physicians with appropriate licensing and credentialing to meet client demands may assume additional overtime shifts\nor otherwise demand increased fees, thereby increasing its costs. Further, obtaining a license to practice medicine in a particular jurisdiction\nis at the discretion of the local state medical board, and, as such, timing to achieve licensure in certain jurisdictions may be outside\nour ability to accomplish within expected time frames.

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Certain software\nproducts related to telemedicine platforms may be subject to FDA regulatory review and oversight. It is critical to identify applicable\nFDA requirements and ensure compliance with such requirements.

Certain\nsoftware products often used in telemedicine platforms and offerings could fall under the broad category of digital health products that\nmay, in certain circumstances, require FDA regulatory review prior to marketing. The FDA generally maintains regulatory oversight over\nproducts that meet the Agency’s statutory definition of a “medical device.” In certain circumstances, software applications\nand their corresponding platforms are considered medical devices when they are intended to be used for one or more medical purposes and\nare consequently regulated by the FDA. Determining whether a product meets the definition of a medical device requires assessment of both\ndesign and intended use. Intended use of a product is determined by the intent of the manufacturer as evidenced by the design of the product\nand the product labeling. Labeling is a broad term that includes marketing and advertising claims. The FDA’s regulatory approach\ntoward digital health technologies is set forth in both regulations and guidance documents. This requires analyzing (1) whether a\nproduct meets the FDA’s definition of a medical device and, if it does, (2) whether it is carved out from active regulation\nby one of the FDA’s digital health “enforcement discretion” policies. In general, the FDA’s overarching approach\nis to apply its regulatory oversight in a risk-based manner to only software functions deemed to meet the definition of medical devices\n(i.e., those intended for the diagnosis of disease or other conditions, or the cure, mitigation, treatment, or prevention of disease)\nand whose functionality could create patient safety risks in the event of a malfunction.

Risks Related to the Use of Our Technology

Failure to keep\npace with advances in technology could cause our solutions to become obsolete, which could harm our business, financial condition and\nresults of operations.

The\ntelemedicine industry is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving\nindustry standards. The successful implementation of our business model depends on our ability to anticipate and adapt to evolving technologies\nand industry standards and introduce new solutions accordingly. For example, we deployed our software platform to hospital organizations\nas a stand-alone software-as-a-service solution independent of its clinical services to enable these providers to optimize and scale its\nplatform across all of our care sites. These new solutions carry risks, such as cost overruns, delays in delivery, performance problems,\nand lack of acceptance by our clients. If we cannot anticipate or adapt to rapidly evolving industry standards, technology, and increasingly\nsophisticated clients and our employees, our existing technology could become undesirable, obsolete, or harm our reputation. Moreover,\nwe may not be successful in developing, using, marketing, selling or maintaining new technologies effectively or adapting our solutions\nto evolving client requirements or emerging industry standards, and, as a result, our business could be harmed. In addition, we have limited\ninsight into trends that might develop and affect our business, which could lead to errors in our predicting and reacting to relevant\nbusiness, legal, and regulatory trends and healthcare reform. Further, there can be no assurance that technological advances by one or\nmore of our competitors or future competitors will not result in our present or future solutions and services becoming uncompetitive or\nobsolete. If any of these events occur, it could harm our business.

If the systems\nthat we use to provide our services experience security breaches, we may incur significant liabilities, and our reputation and business\nmay be harmed.

Our services involve the storage\nand transmission of our clients’ proprietary information, sensitive or confidential data, including valuable personal information\nof patients, clients and others, as well as the PHI of our clients. Because of the sensitivity of the information we store and transmit,\nthe security features of our computer, network and communications systems infrastructure are critical to the success of our business.\nA breach or failure of our security measures could result from a variety of circumstances and events, including third-party action, employee\nnegligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers, failures during the process of upgrading or replacing\nsoftware and databases, power outages, hardware failures, telecommunication failures, user errors or catastrophic events. Information\nsecurity risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication\nand activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, we may be required to expend additional resources\nto further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. If\nour security measures fail or are breached, it could result in unauthorized persons accessing sensitive client or patient data (including\nPHI), a loss of or damage to our data, an inability to access data sources, or process data or provide our services to our clients. Such\nfailures or breaches of our security measures, or our inability to effectively resolve such failures or breaches in a timely manner, could\nseverely damage our reputation, adversely affect client or investor confidence in us and reduce the demand for our services from existing\nand potential clients. In addition, we could face litigation, damages for contract breach, monetary penalties, or regulatory actions for\nviolation of applicable laws or regulations including HIPAA, and incur significant costs for remedial measures to prevent future occurrences\nand mitigate past violations. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may\nnot carry insurance or maintain coverage sufficient to compensate for all liability and, in any event, insurance coverage would not address\nthe reputational damage that could result from a security incident.

We\nmay experience cyber-security and other breach incidents that remain undetected for an extended period. Because techniques used to obtain\nunauthorized access or to sabotage systems change frequently and generally are not recognized until launched, we may be unable to anticipate\nthese techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, or if we are unable\nto effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures could be\nharmed and we could lose sales and clients, which could harm our business.

We rely on telecommunications\nand internet service providers for providing solutions to our clients, and any interruption or failure in the services provided by these\nthird parties could harm our business.

Our\nbusiness is highly dependent on telecommunications and internet service providers. Our services are designed to operate 24-hours-a-day,\nseven-days-a-week, without interruption. However, we may experience interruptions and delays in services and availability from time to\ntime. We may not maintain redundant systems or facilities for some of these services. While we control and have access to our servers,\nwe do not control the operation of internet providers.

Additionally,\nif our vendors or internet providers are unable to keep up with our growing needs, this could harm our business. Interruptions in our\nservices may reduce our revenue, cause us to issue refunds to clients for prepaid and unused subscriptions, subject us to potential liability\nor adversely affect client renewal rates.

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In\nthe event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of\nsystem unavailability, which could negatively impact our relationships with clients. To operate without interruption, we and our service\nproviders must guard against:

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damage from fire, power loss, natural disasters and other force majeure events outside our control;

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communications failures;

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software and hardware errors, failures and crashes;

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security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; and

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other potential interruptions.

Moreover,\nsystem failures may result in loss of data, including patient data, which is critical to the provision of our services. Any errors, failures,\ninterruptions or delays experienced in connection with our or our third parties’ systems could negatively impact our relationships\nwith clients, adversely affect our brand and expose us to liabilities to third parties, all of which could harm our business.

Failure to protect\nor enforce our intellectual property rights could impair our ability to protect our internally developed technology and our brand and\nthe costs involved in such enforcement could harm our business.

Our\nintellectual property includes our internally developed processes, methodologies, algorithms, applications, technology platform, software\ncode, website content, user interfaces, graphics, trade dress, databases and domain names. We rely on a combination of trademark, trade\nsecret and copyright laws and confidentiality procedures and contractual provisions to protect our intellectual property rights in our\ninternally developed technology and content. We believe that our intellectual property is an essential asset of our business. If we do\nnot adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies\nand erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace,\nlimit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect\nour intellectual property in a cost-effective and meaningful manner could adversely affect our ability to compete. We regard the protection\nof our trade secrets, copyrights, trademarks, trade dress, databases and domain names as critical to our success.

We\nstrive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under\nforeign laws. However, the steps we take to protect our intellectual property rights may be inadequate. For example, other parties, including\nour competitors, may independently develop similar technology, duplicate our services, or design around our intellectual property and,\nin such cases, we may not be able to assert our intellectual property rights against such parties. Further, our contractual arrangements\nmay not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure\nof our confidential information, and we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual\nproperty rights.

We\nmake business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection,\nand the approach we select may ultimately prove to be inadequate. In particular, we do not currently hold a patent or other registered\nor applied for intellectual property protection for our software platform. Even in cases where we seek patent protection, there is no\nassurance that the resulting patents will effectively protect every significant feature of our solutions, technology or proprietary information,\nor provide us with any competitive advantages, since intellectual property law, including statutory and case law, particularly in the\nUnited States, is constantly developing, and any changes in the law could make it harder for us to enforce our rights.

In\norder to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights.\nLitigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management\nand could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual\nproperty rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual\nproperty rights. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated\nor interpreted narrowly and could put any related pending patent applications at risk of not issuing. Furthermore, because of the substantial\namount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive\ninformation could be compromised by disclosure in the event of litigation. In addition, during the course of litigation, there could be\npublic announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors\nperceive these results to be negative, it could have a substantial adverse effect on the price of our Common Stock. Negative publicity\nrelated to a decision by us to initiate such enforcement actions against a client or former client, regardless of its accuracy, may adversely\nimpact our other client relationships or prospective client relationships, harm our brand and business, and could cause the market price\nof our Common Stock to decline. Our failure to secure, protect, and enforce our intellectual property rights could harm our brand and\nour business.

We could incur\nsubstantial costs as a result of any claim of infringement of another party’s intellectual property rights.

There\nis considerable patent and other intellectual property development activity in our industry. Our future success depends in part on not\ninfringing upon the intellectual property rights of others. From time to time, third parties may claim that we are infringing upon their\nintellectual property rights or that we have misappropriated their intellectual property. As competition in our market grows, the possibility\nof patent infringement, trademark infringement and other intellectual property claims against us increases. In a patent infringement claim\nagainst us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength\nof our defenses will depend on the patents asserted, the interpretation of these patents, and our ability to invalidate the asserted patents.\nHowever, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense. In the United States, issued\npatents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence\nof invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence,\nwhich is a lower burden of proof. We may be unaware of the intellectual property rights that others may claim cover some or all of our\ntechnology or services. Because patent applications can take years to issue and are often afforded confidentiality for some period\nof time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more\naspects of our technology and services. Any claims or litigation could cause us to incur significant expenses and, whether or not successfully\nasserted against us, could require that we pay substantial damages, ongoing royalty or license payments or settlement fees, prevent us\nfrom offering our solutions or using certain technologies, require us to re-engineer all or a portion of our platforms, or require that\nwe comply with other unfavorable terms. We may also be obligated to indemnify our clients or business partners or pay substantial settlement\ncosts, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund\nfees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be\ncostly and time-consuming and divert the attention of our management and key personnel from our business operations.

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Our software\nplatforms may not perform properly due to errors or similar problems, which could damage our reputation, give rise to claims against us,\nor divert application of our resources from other purposes, any of which could harm our business.

Our\nsoftware platforms provide our clients and providers with the ability to, among other things, complete, view and edit medical history;\nrequest a consult (either scheduled or on demand); conduct a consult (via video or phone); and initiate an expert medical service. Software\ndevelopment is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and\nit is possible that we may discover additional problems that prevent our software platforms from operating properly. If our solutions\ndo not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against\nus or attempt to cancel their contracts with us. This could damage our reputation and impair our ability to attract or maintain clients.

Moreover,\ncomplex software, such as ours, often contains defects and errors, some of which may remain undetected for a period of time. Material\nperformance problems, defects or errors in our existing or new software and services may arise in the future and may result from interface\nof our solution with systems and data that we did not develop and the function of which is outside of our control or undetected in our\ntesting. Such errors may be found after the introduction of new software or enhancements to existing software. If we detect any errors\nbefore we introduce a solution, we may have to delay deployment for an extended period of time while we address the problem. Any defects\nand errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development\nresources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential\nclients from purchasing our solutions from us. Correction of defects or errors could prove to be impossible or impracticable. The costs\nincurred in correcting any defects or errors may be substantial and could harm our business.

Risks Related to\nour Common Stock and Us as a Public Company

We are an “emerging\ngrowth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make\nour securities less attractive to investors.

We\nare an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company”\nfor up to five years. However, if our non-convertible debt issued within a three-year period exceeds $1.0 billion, or revenues exceeds\n$1.07 billion, or the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million on the last day\nof the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.\nAs an emerging growth company, we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley\nAct, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are\nexempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute\npayments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised\naccounting standards that have different effective dates for public and private companies until those standards apply to private companies.\nAs such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict\nif investors will find our shares less attractive because we may rely on these provisions. If some investors find our shares less attractive\nas a result, there may be a less active trading market for our shares and our share price may be more volatile.

Further,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial\naccounting standards until private companies (that is, those that have not had a Securities Act registration statement declared\neffective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised\nfinancial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period\nand comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have\nelected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application\ndates for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private\ncompanies are required to adopt the new or revised standard. This may make comparison of our financial statements with another public\ncompany which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition\nperiod difficult or impossible because of the potential differences in accountant standards used.

Our current management\nteam has no experience managing a public company.

Our\ncurrent management team has no experience managing a publicly-traded company, interacting with public company investors and research analysts,\nand complying with the increasingly complex laws and requirements pertaining to public companies, including those related to timely public\ndisclosures, financial reporting, internal controls and enterprise risk management. As a result, we may not successfully or efficiently\nmanage our new and additional roles and responsibilities. A public company is subject to significant regulatory oversight, reporting obligations\nunder U.S. securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will\nrequire significant attention of our senior management and could divert our attention away from the day-to-day management of our business.\nFailure to adequately comply with the requirements of being a public company, including deficiencies in financial reporting or ineffective\ndisclosure controls and procedures and internal control over financial reporting, could cause investors to lose confidence in the our\nreported financial and other information and materially adversely affect our business, financial condition and results of operation, as\nwell as severely negatively affect our stock price.

If we fail to\nmaintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate\nfinancial statements or comply with applicable regulations could be impaired.

As\na public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes- Oxley Act. We expect that the requirements\nof these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities\nmore difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. The Sarbanes-Oxley Act\nrequires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.\nWe are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required\nto be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods\nspecified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and\ncommunicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our disclosure controls\nand procedures and internal control over financial reporting, we anticipate that we will continue to expend significant resources, including\naccounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as\nexpected, we may experience material weaknesses in our controls. Our current controls and any new controls that we develop may become\ninadequate because of changes in conditions in our business.

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In\nconnection with the audit of our consolidated financial statements as of and for the year ended December 31, 2025, our management identified\nmaterial weaknesses in our internal control over financial reporting related to the lack of sufficient number of personnel within the\naccounting function to adequately segregate duties, we did not have a designed and implemented effective Information Technology General\nControls (“ITGC”) related to access controls to financial accounting system, we did not have a formalized control environment\nand oversite of controls over financial reporting, and we lack proper accounting for significant or non-recurring transactions.

In\nconnection with the audit of our financial statements as of and for the year ended December 31, 2024, our management determined that the\nmaterial weakness identified in connection with the audit had not been fully remediated, which resulted in the late filing of the Form\n10-K for the year ended December 31, 2024.

We\nintend to continue to take steps to enhance our internal controls, including implementing additional internal procedures and utilizing\nwell-established external consulting resources with experience and expertise in U.S. GAAP and public company accounting and reporting\nrequirements.

If\nwe are unable to remediate the material weaknesses and achieve and maintain effective internal control over financial reporting and effective\ndisclosure controls, our business could be adversely affected. Ineffective disclosure controls and procedures and internal control over\nfinancial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely\nhave a negative effect on the trading price of our Common Stock. We are required to comply with the SEC rules that implement Section 404\nof the Sarbanes-Oxley Act and are required to make a formal assessment of the effectiveness of our internal control over financial reporting\nfor that purpose. We are required to provide an annual management report on the effectiveness of our internal control over financial reporting\ncommencing with our annual report on Form 10-K.

We reached a\ndetermination to restate certain of our previously issued consolidated financial statements as a result of the identification of errors\nin previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise\nreputational issues.

As\ndiscussed in the Explanatory Note and in Note 2 of our consolidated financial statements of our amended annual on Form 10-K for the year\nended December 31, 2024, we reached a determination to restate certain of our historical consolidated financial statements and related\ndisclosures for the periods disclosed in that note after identifying accounting errors with the recognition and measurement of accrued\nexpenses. As a result, we have incurred unanticipated costs for accounting and legal fees in connection with, or related to, the restatement\nand have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our\nfinancial disclosures and may raise reputational risks for our business, both of which could harm our business and financial results.

The Company is currently subject to a delisting determination by\nthe staff of Nasdaq, and trading of its Common Stock was halted on August 6, 2026. As a result, the Company’s Common Stock began\ntrading on the OTC Pink Limited Market, which may affect the market price and liquidity of the shares and could limit the Company’s\nability to raise additional capital.

The Nasdaq Stock Market LLC\nrequires listed companies to comply with certain standards in order to remain listed. On September 24, 2025, the Company received notice\nfrom the Listing Qualifications Staff (the “Staff”) of Nasdaq that the bid price of its Common Stock had not maintained a\nminimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule\n5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided\n180 calendar days, or until March 27, 2026, to regain compliance with the Minimum Bid Price Requirement. The Company was granted an additional\n180 calendar day compliance period, or until September 21, 2026, to regain compliance with the Minimum Bid Price Requirement.

On July 30, 2026, the Company\nreceived notice (the “Notice”) from Nasdaq that the Staff has determined that as of July 29, 2026, the Company’s Common\nStock had a closing bid price of $0.10 or less for ten consecutive trading days, triggering application of Listing Rule 5810(c)(3)(A)(iii)\nwhich states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price\nof $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under\nRule 5810 with respect to that security. Accordingly, the Company’s securities were delisted from the Nasdaq Capital Market, trading\nof the Company’s Common Stock and public warrants were suspended at the opening of business on August 6, 2026 and a Form 25-NSE\nwill be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration\non the Nasdaq Capital Market.

Thereafter,\nthe Company’s Common Stock began trading on the OTC Pink Limited Market maintained by OTC Markets. The Company is also considering\nhaving its shares posted for trading on the OTCQB Venture Market (“OTCQB”), though no assurance can be provided that the Company\nwill be able to satisfy the criteria for trading on the OTCQB or that the staff of OTC Markets will approve the posting of the Company’s\nshares for trading on the OTCQB.

Delisting from the Nasdaq\ncould make trading our Common Stock more difficult for investors, potentially leading to declines in our share price and liquidity. In\naddition, without a Nasdaq market listing, shareholders may have a difficult time getting a quote for the sale or purchase of our shares,\nthe sale or purchase of our shares would likely be made more difficult and the trading volume and liquidity of our shares could decline.\nDelisting from Nasdaq could also result in negative publicity and make it more difficult for us to raise additional capital. The absence\nof such a listing may adversely affect the acceptance of our Common Stock as transaction consideration or the value accorded our Common\nStock by other parties. Further, following delisting, we would also incur additional costs under state blue sky laws in connection with\nany sales of our securities. These requirements could severely limit the market liquidity of our Common Stock and the ability of our shareholders\nto sell our Common Stock in the secondary market. Our shares of Common Stock also may come within the definition of “penny stock”\nas defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. Such rule imposes additional\nsales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors.

If\nwe are unable to resume trading, investors will face further limitations in the liquidity of our Common Stock, and our ability to raise\ncapital, continue as a going concern, and maintain investor confidence could be materially and adversely affected. If our Common Stock\nis unable to resume trading on any market, we may also face cash payment obligations and trigger defaults under some of our existing financing\narrangements, which could further strain our liquidity position and ability to continue as a going concern.

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Without obtaining\nadequate capital funding or improving our financial performance, we may not be able to continue as a going concern.

Our\nrecurring losses from operations and negative cash flows raise substantial doubt about our ability to continue as a going concern without\nadditional capital-raising activities. As a result, we have concluded that there is substantial doubt about our ability to continue as\na going concern. Failure to secure additional funding may require us to modify, delay, or abandon some of our planned future expansion\nor development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on\nour business, operating results, financial condition, and ability to achieve our intended business objectives.

We may amend\nthe terms of the public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at\nleast 50% of the then outstanding public warrants. As a result, the exercise price of the public warrants could be increased, the exercise\nperiod could be shortened and the number of shares of Common Stock purchasable upon exercise of a public warrant could be decreased, all\nwithout approval of each public warrant affected.

Our\npublic warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,\nas Warrant Agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder\nto cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding\npublic warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we\nmay amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants\napprove of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then\noutstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise\nprice of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of Common Stock, as\napplicable, purchasable upon exercise of a warrant.

Although we consummated\nour initial business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.

The\nexercise price for the public warrants is $920.00 per share of Common Stock. There is no guarantee that the public warrants will ever\nbe in the money prior to their expiration, and as such, the public warrants may expire worthless.

Holders of our\nconvertible promissory notes may sell a large number of shares, resulting in substantial diminution to the value of shares of Common Stock\nheld by our current stockholders.

We\ndo not have the right to control the timing and amount of any sales by the holders of such shares of our Common Stock issuable upon conversion\nof our outstanding Notes. For example, pursuant to the terms of the Quantum Note, it may not be converted into shares of Common Stock\nto the extent that the issuance of shares of Common Stock would cause the respective holders to beneficially own more than 4.99% of our\nthen outstanding shares of Common Stock. In addition, these restrictions do not prevent the holders from selling shares of Common Stock\nreceived in connection with such note conversions and then receiving additional shares of Common Stock in connection with a subsequent\nconversion issuance. In this way, the respective holders could sell more than 4.99% (or other applicable beneficial ownership limitation)\nof the outstanding shares of Common Stock in a relatively short time frame while never holding more than 4.99% (or other applicable beneficial\nownership limitation) at any one time.

The\nmarket price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our\ndirectors, executive officers and significant stockholders. Further, the registration of the sale of shares of our Common Stock underlying\nour outstanding convertible notes may create a circumstance commonly referred to as an “overhang” whereby a large number of\nshares of our Common Stock become available for sale or the perception in the market that holders of a large number of shares intend to\nsell their shares.

The\nexistence of an overhang and the anticipation of such sales, whether or not sales have occurred or are occurring, could cause the market\nprice of our Common Stock to fall. It could make more difficult our ability to raise additional financing through the sale of equity or\nequity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our commitments\nto issue shares of Common Stock pursuant to securities that are convertible into shares of Common Stock may cause significant dilution\nto our stockholders.

Our commitments to issue shares\nof Common Stock pursuant to securities that are convertible into shares of Common Stock may cause significant dilution to our stockholders.\nFor example, the Quantum Notes bear guaranteed interest at a rate of 12.00% per annum and are convertible into shares of our Common\nStock at a fixed conversion price of $256.00 per share (after the conversion price reset pursuant to the terms thereof) or 85% of the\nlowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date\nof conversion or other date of determination.

The\nissuance of shares Common Stock upon the conversion of the Quantum Note and our other outstanding convertible notes and convertible preferred\nstock and the exercise of the public warrants, Ascent Warrants, Armistice Warrants, and any other outstanding warrants, would dilute\nthe percentage ownership interest of holders of our Common Stock, dilute the book value per share of our Common Stock and increase\nthe number of our publicly traded shares, which could depress the market price of our Common Stock.

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Our commitment\nto issue shares of Common Stock pursuant to securities that are convertible into shares of Common Stock could encourage short sales by\nthird parties, which could contribute to the future decline of our stock price.

Our\ncommitment to issue shares of Common Stock pursuant to securities that are convertible into shares of Common Stock could encourage short\nsales by third parties, which could contribute to the future decline of our stock price. For example, our commitment to issue shares of\nCommon Stock pursuant to the terms of the Quantum Note has the potential to cause significant downward pressure on the price of our Common\nStock. In such an environment, short sellers may exacerbate any decline of our stock price. If there are significant short sales of our\nCommon Stock, the share price of our Common Stock may decline more than it would in an environment without such activity. This may cause\nother holders of our Common Stock to sell their shares. If there are many more shares of our Common Stock on the market for sale than\nthe market will absorb, the price of our Common Stock will likely decline.

The\nholders such convertible securities may also participate in short sales of our Common Stock. They may enter into hedging transactions\nwith broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they\nassume. The holders may also sell shares of Common Stock short and deliver shares of Common Stock to close out short positions and to\nreturn borrowed shares in connection with such short sales. The holders may also loan or pledge shares of Common Stock to broker-dealers\nthat in turn may sell such shares. Such activity could cause a decline in the market price of the shares of our Common Stock.

The\nextent we rely on current investors in the Company as sources of funding will depend on a number of factors, including the prevailing\nmarket price of our Common Stock and the extent to which we are able to secure working and other capital from other sources. If obtaining\nsufficient funding from our current investors were to prove unavailable or prohibitively dilutive, we will need to secure another source\nof funding in order to satisfy our working and other capital needs. In addition to the securities purchase transactions discussed hereof,\nwe may still need additional capital to fully implement our business, operating and development plans. Should the financings we require\nto sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences may be a material\nadverse effect on our business, operating results, financial condition and prospects. Depending on the type and the terms of any financing\nwe pursue, stockholders’ rights and the value of their investment in our Common Stock could be reduced. A financing could involve\none or more types of securities including Common Stock, convertible debt or warrants to acquire Common Stock. These securities could be\nissued at or below the then prevailing market price for our Common Stock. Should the financing we require to sustain our working capital\nneeds be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business,\noperating results, financial condition and prospects.

Investors could experience a reduction\nin share price for our Common Stock they own, or dilution resulting from the exercise of warrants into Common Stock or the conversion\nof preferred stock into Common Stock, or the vesting and settlement of equity grants to employees, directors and consultants.

As\nwarrant holders exercise warrants to purchase Common Stock, or holders of preferred stock convert their preferred stock into Common Stock,\nand then attempt to sell those shares into the market, if there is not demand for shares of our Common Stock equal to, or greater than,\nthe number of shares such security holders seek to sell, the price of our Common Stock could decline. If an employee, director or consultant\nwho received restricted stock units or other equity awards as part of a compensation plan attempts to sell those shares into the market\nwithout equal or greater demand in the market for those shares, such attempted sales of our Common Stock could negatively impact the price\nof our Common Stock. The creation of Common Stock shares from warrants or preferred stock conversions, or the granting of stock or other\nequity under a compensation plan that results in the issuance of Common Stock, will create dilution for Common Stockholders, and potentially\nimpact the per share value of our Common Stock, impacting their investments.

We may be subject to securities litigation,\nwhich is expensive and could divert our management’s attention.

The\nmarket price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their\nsecurities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities\nlitigation against us could result in substantial costs and divert our management’s attention from other business concerns, which\ncould seriously harm our business.

Our shares are subject to the penny stock\nrules.

The SEC has adopted rules\nthat regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with\na price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain\nautomated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided\nby the exchange or system. The price of our Common Stock is less than $5.00, and our Common Stock is deemed a penny stock. The penny stock\nrules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized\nrisk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction\nin a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock\nis a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk\ndisclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of\na written suitability statement. These disclosure requirements may reduce the trading activity in the secondary market for our Common\nStock, so stockholders may have difficulty selling their shares.

We will continue to incur significant\ncosts from operating as a public company, and our management expects to devote substantial time to public company compliance programs.

As\na public company, we have and will continue to incur significant legal, accounting and other expenses due to our compliance with regulations\nand disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act, as well as rules implemented by the SEC.\nStockholder activism, the current political environment and the current high level of government intervention and regulatory reform may\nlead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot\ncurrently anticipate, the way we operate our business. Our management and other personnel devote, and likely will continue to devote,\na substantial amount of time to these compliance programs and monitoring of public company reporting obligations and as a result of the\nnew corporate governance and executive compensation related rules, regulations and guidelines prompted by the Dodd-Frank Act and further\nregulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs to comply with\nsuch compliance programs and rules. These rules and regulations will cause us to incur significant legal and financial compliance costs\nand will make some activities more time-consuming and costlier.

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To\ncomply with the requirements of being a public company, we may need to undertake various actions, including implementing new internal\ncontrols and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective\ndisclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure\ncontrols and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file\nwith the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information\nrequired to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial\nofficers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over\nfinancial reporting may be discovered in the future. Any failure to develop or maintain effective controls when we become subject to this\nrequirement could negatively impact the results of periodic management evaluations and annual independent registered public accounting\nfirm attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include\nin our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act, harm our operating results, cause\nus to fail to meet our reporting obligations or result in a restatement of our prior period financial statements. If we are not able to\ndemonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that\nwe are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price\nof our Common Stock could decline.

Our management team has limited experience\nmanaging a public company.

We\nbecame a public company in June 2024. Most members of our management team have limited experience managing a publicly-traded company,\ninteracting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management\nteam may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and\nreporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations\nand constituents will require significant attention from our senior management and could divert their attention away from the day-to-day\nmanagement of our business, which could adversely affect our business, financial condition and operating results.

If securities or industry analysts do\nnot publish research, or publish inaccurate or unfavorable research, about our business, our Common Stock price and trading volume could\ndecline.

The\ntrading market for our Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about\nus or our business. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry\nanalysts commence coverage of us, the price for our Common Stock could be negatively impacted. In the event securities or industry analysts\ninitiate coverage, if one or more of the analysts who cover us downgrade our Common Stock or publish inaccurate or unfavorable research\nabout our business, the prices of our Common Stock could decline. In addition, if our operating results fail to meet the forecast of analysts,\nthe prices of our Common Stock could decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly,\ndemand for our Common Stock could decrease, which might cause the prices of our Common Stock and trading volume to decline.

We do not anticipate paying any cash dividends\non our Common Stock in the foreseeable future and, as such, capital appreciation, if any, of our Common Stock will be your sole source\nof gain for the foreseeable future.

We\nhave never declared or paid cash dividends on our Common Stock and we do not anticipate paying any cash dividends on our Common Stock\nin the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth\nof our business. In addition, our current loan facility and any future loan arrangements we enter into may contain terms prohibiting or\nlimiting the number or amount of dividends that may be declared or paid on our Common Stock. As a result, capital appreciation, if any,\nof our Common Stock will be your sole source of gain for the foreseeable future.

Risks Related to the Reverse Stock Split

The Reverse Stock Split may decrease the\nliquidity of the shares of our Common Stock.

At our 2026 annual meeting of stockholders held\non August 25, 2026, the stockholders approved a reverse stock split of the Company’s Common Stock at a ratio between 1-for-20 and\n1-for-80, with the final ratio to be determined by the Company’s Board of Directors.

On August 25, 2026, the Board of Directors approved\na 1-for-80 reverse stock split of the Company’s Common Stock. On September 22, 2026, the Company filed a Certificate of Amendment\nto its Second Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split, which became effective\nat 5:00 p.m. (Eastern Time) on September 23, 2026. The Common Stock began trading on a split-adjusted basis on the OTC markets commenced\non September 24, 2026. The reverse stock split resulted in one share of Common Stock being issued for each 80 shares outstanding, with\nfractional shares rounded up to the nearest whole share.

The liquidity of the shares of our Common Stock\nmay be affected adversely by the Reverse Stock Split given the reduced number of shares that are outstanding as a result of the Reverse\nStock Split, especially if the market price of our Common Stock does not increase proportionally as a result of the Reverse Stock Split.

Following the Reverse Stock Split, the resulting\nmarket price of our Common Stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements\nof those investors. Consequently, the trading liquidity of our Common Stock may not improve.

Although we believe that a higher market price\nof our Common Stock may help generate greater or broader investor interest, there can be no assurance that the Reverse Stock Split will\nresult in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that\nthe market price of our Common Stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of\nour Common Stock may not necessarily improve.

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Cautionary\nNote Regarding Forward-Looking Statements

This\nprospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained\nprincipally in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition\nand Results of Operations” and “Business,” but are also contained elsewhere in this prospectus. In some cases, you can\nidentify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,”\n“should,” “expect,” “intend,” “plan,” “objective,” “anticipate,”\n“believe,” “estimate,” “predict,” “project,” “potential,” “continue”\nand “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future,\nalthough not all forward-looking statements contain these words. These statements relate to future events or our future financial performance\nor condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity,\nperformance or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking\nstatements include, but are not limited to, statements about:

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the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against the Company;

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the projected financial information, anticipated growth rate, market opportunity and financial performance of the Company;

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the delisting of the Company’s Common Stock from Nasdaq on August 6, 2026;

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the risk of disruption to the Company’s current plans and operations;

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the ability to recognize the anticipated benefits of the Company’s business, which may be affected by, among other things, competition and the ability to grow and manage growth profitably and retain its key employees;

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the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

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the ability of the Company to raise financing in the future;

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the success, cost and timing of the Company’s product development activities;

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the commercialization and adoption of iDoc’s existing products and the success of the Company’s future product offerings;

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the potential attributes and benefits of iDoc’s and the Company’s products and services;

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the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product;

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the effect of legal, tax and regulatory changes;

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the Company’s ability to identify, in-license or acquire additional technology;

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the Company’s ability to maintain existing license, manufacturing and supply agreements;

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the size and growth potential of the markets for the Company’s products, and the ability of each to serve those markets, either alone or in partnership with others;

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the pricing of the Company’s products and services and reimbursement for medical procedures conducted using the Company’s products and services;

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the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing;

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the costs related to the Company’s business;

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the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

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the Company’s ability to compete with other companies currently marketing or engaged in the development of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than the Company; and

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factors relating to the business, operations and financial performance of the Company, including market conditions and global and economic factors beyond the Company’s control.

You\nshould read this prospectus, including the section titled “Risk Factors,” completely and with the understanding that our actual\nresults may differ materially from what we expect as expressed or implied by our forward-looking statements. Furthermore, if our forward-looking\nstatements prove to be inaccurate, the inaccuracy may be material. Considering the significant uncertainties in these forward-looking\nstatements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our\nobjectives and plans in any specified time frame, or at all.

These\nforward-looking statements represent our estimates and assumptions only as of the date of this prospectus regardless of the time of delivery\nof this prospectus or any sale of our Common Stock. Except as required by law, we undertake no obligation to update or revise publicly\nany forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus.\nAll subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety\nby the cautionary statements contained or referred to herein.

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USE OF PROCEEDS

All of the shares of Common\nStock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its own account. We will\nnot receive any of the proceeds from the resale of the shares of Common Stock by the Selling Stockholder.

The proceeds from the Selling\nStockholder that we may receive under the Strata Agreement are currently expected to be used for general corporate purposes, including\nworking capital. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our Common Stock under the\nStrata Agreement.

We will incur\nall costs associated with this prospectus and the registration statement of which it is a part.

DIVIDEND POLICY

We\ndo not anticipate paying cash dividends on our Common Stock in the foreseeable future. We currently intend to retain all available funds\nand any future earnings to support our operations and finance the growth and development of our business. Any future determination related\nto our dividend policy will be made at the discretion of our Board and will depend upon, among other factors, our results of operations,\nfinancial condition, capital requirements, contractual restrictions, business prospects, the requirements of current or then-existing\ndebt instruments and other factors our Board may deem relevant.

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MANAGEMENT’S DISCUSSION AND ANALYSIS\nOF
\nFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion\nand analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements\nand the related notes thereto and other financial information included elsewhere in this prospectus and the section of this prospectus\nentitled “Business.” In addition to historical consolidated financial information, the following discussion contains forward-looking\nstatements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking\nstatements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section\ntitled “Risk Factors” and elsewhere in this prospectus. Unless the context otherwise requires, for the purposes of this section,\n“VSee,” “VSee Health,” “we,” “us,” “our,” or the “Company” refer\nto VSee Health, Inc. and its subsidiaries.

Overview

Prior to June 24, 2024, we\nwere a blank check company incorporated in the State of Delaware organized for the purpose of effecting a merger, share exchange, asset\nacquisition, share purchase, reorganization or similar business combination with one or more businesses. On June 24, 2024, we completed\nthe Business Combination pursuant to the Business Combination Agreement dated as of November 21, 2023, as amended by the first amendment\ndated February 13, 2024 and the second amendment dated April 17, 2024 (as amended, the “Business Combination Agreement”) that\nwe entered into with VSee Lab and iDoc. Upon the completion of the Business Combination, we changed our name to “VSee Health, Inc.”\nand the business of VSee Lab and iDoc became our business. On May 31, 2026, the Company sold to Milton Chen, the Company’s former\nco-Chief Executive Officer and former Chairman of the Board, all of the equity securities of VSee Lab.

We\nput telehealth software tools in the hands of clinicians to enable them to make changes without programming so that they can achieve the\nbest patient outcomes. We provide our clients with capabilities specifically built to enable them to collaborate with their clinical and\nnon-clinical colleagues, securely coordinate patient care, conduct virtual patient visits including remote physical exam and remote patient\nmonitoring, and an analytical dashboard to manage their entire telehealth operations from patient satisfaction score to patient wait time\nto staffing allocations. We empower clinicians to create the workflow they want without waiting for IT; where today, most clinicians feel\nhelpless given that IT departments often cannot give clinicians what they want.

The\nCompany’s wholly-owned subsidiary iDoc is a high acuity patient care solution providing elite physician services in intensive care\nunits of our major hospital systems and other customers. iDoc delivers neuro-critical care through a proprietary technology platform.\niDoc serves a diverse range of customers from large hospital systems to small/micro hospitals, long-term acute care (LTAC) facilities,\ncorrectional facilities and others. In addition to the specialization of neuro critical care, iDoc provides general tele-critical care\nservices, and specialty e-consults to large organizations such as correctional facilities. iDoc has an experienced team of board-certified\nintensivists, neurointensivists, neurologists, and advanced practice providers that treat and coordinate care for acutely ill patients\n24/7 in the Neurointensive Care Unit (“NICU”) and Intensive Care Unit (“ICU”) for stroke, brain trauma, spinal\ncord, and all other neurological conditions. Our Neurocritical care experts will also help develop multidisciplinary plans of care to\noptimally treat neurological conditions in relation to their overall medical needs. Our Neuro Critical care service delivery will focus\non physicians and provider services in Teleneurocritical care, epileptology, and teleneurology. In addition to standard interventions,\nour Neurocritical care experts will offer specific care including monitoring intracranial pressure, cerebral hemodynamics, advanced multimodal\nneuro monitoring (brain oximetry, cerebral microdialysis and continuous electroencephalography).

We\nstrive to be the solutions provider of access to the shortage of intensivists across the care continuum utilizing sophisticated telehealth\nsolutions to bridge the care gap. In a post Covid, physician burnout health care system, we aim to provide a solution to physician burnout\nand to a lack of patient access to quality intensive care. By using the sophisticated leading telehealth software and hardware devices,\nwe provide access to highly skilled physicians in the highest acuity in patient setting, the ICU. We provide elite physician services\nin the Intensive care units of major hospital systems and other customers. Our core service delivers general critical care, neurology,\nEEG reading, and neuro critical care through a custom internal virtual health care technology platform. We also serve a diverse range\nof customers from large hospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system\nand others. We connect critically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific\ne-consultations and helps to improve outcomes for patients as well as improved productivity and physician burnout while reduced costs\nfor health systems. We have developed a unique quality control program in collaboration with each hospital by development of a hospital\nspecific reporting dashboard to monitor and achieve high quality critical care quality. In addition, current workflows and protocols are\nevaluated to adjust to incorporate critical care. Continuous process improvement and readjustment of target metrics with the ICU team\nto maximize patient safety and improve outcomes.

Reverse Stock Split

The Reverse Stock Split and\nthe form of Reverse Split Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders.\nNo fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from\nthe Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock of the Company and number\nof authorized, issued, and outstanding shares of the preferred stock of the Company did not change.

The above description of the\nReverse Split Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate\nof Amendment, which is filed herewith as Exhibit 3.4 and is incorporated by reference herein.

Implications of\nBeing an Emerging Growth Company

The\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities\nAct”), as modified by the Jumpstart Our Business Startups Act of 2012(the “JOBS Act”), and it may take advantage of\ncertain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from\nthe requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments\nnot previously approved.

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Further,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not\nhave a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.\nThe JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply\nto non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended\ntransition period which means that when a standard is issued or revised and it has different application dates for public or private companies,\nthe Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised\nstandard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging\ngrowth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because\nof the potential differences in accounting standards used.

The\nCompany is also a “smaller reporting company,” meaning that either (i) the market value of our shares held by non-affiliates\nis less than $250 million or (ii) the market value of our shares held by non-affiliates is less than $700 million and our annual revenue\nwas less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company\nif either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than\n$100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700\nmillion. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies.

Performance Factors

We believe that\nour future performance will depend on many factors, including the following:

The Rapid Transformation of the Telehealth Market

The\nTelehealth market today is one characterized by rapid transformation, with major customers and hospital systems looking to build or add\ncapabilities and major legacy competitors looking to shore up historical limitations. We believe that the rapid transformation of the\ntelehealth market indicates strong future growth of the market, and our current offerings provide an attractive value proposition to health\nsystems, medical groups, and individual medical practitioners, driving higher market share. We plan to continue to harness our scale to\nfurther grow the value proposition of our platform for all stakeholders.

Ability to Expand Within the Market and Attract New Customers

Telehealth\nis still in its total infancy stages in terms of utilization, scope, and services. Most of the growth is expected within hospital systems,\ndefinition, and segmentation structure, and we believe our software platform and services have significant potential. We plan to leverage\nour industry relationships with government, hospital systems and insurance providers to increase our customer base.

Innovation and\nNew Product Offerings

Despite\nthe rapid advancements in technology, growth in virtual healthcare delivery, and improvement in decision support algorithms and machine\nlearning tools, Telehealth Technology Solutions have not fully penetrated medicine and hospital systems to become the standard methodology\nof care and represent less than 1% of total healthcare spending according to Grandview Research. Major reasons for Telehealth solutions\nnot capturing its full potential include:

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Many of the existing video and hardware and software used in telehealth are repurposed businesses that are not healthcare specific.

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Remote monitoring/diagnostic devices do not readily integrate into telehealth systems limiting doctors real time metrics to enable diagnostics and assessment.

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Backend software coordination is not optimized for telehealth use and connectivity, resulting in significant greater complexity and costs for implementation.

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The software and code foundations of the early telemedicine companies have major functionality limitations and arduous implementation and incremental coding/connectivity requirements adding significant cost and reducing functionality.

We\nbelieve our technology solutions meet the performance and compliance standards in healthcare, increase the sharing of patient history,\nfiles and scheduling are integrated into the video view for doctors, create sophisticated video engagement between patients, staff and\ndoctors and seamlessly integrate patients’ records to provide more comprehensive telehealth care. We believe our ability to invest\nin new technology and develop new features, modules, and solutions will be critical to our long-term success.

Significant Accounting\nPolicies and Critical Accounting Estimates

We\nprepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of consolidated financial statements also\nrequires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related\ndisclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the\ncircumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences\nbetween our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows\nwill be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance,\nas these policies relate to the more significant areas involving our management’s judgments and estimates. Critical accounting policies\nand estimates are those that we consider the most important to the portrayal of our balance sheet and results of operations because they\nrequire our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters\nthat are inherently uncertain.

The\npreparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect\nthe amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use\nare reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ\nfrom those estimates. Our significant accounting policies are described in Note 2 to our Unaudited Condensed Consolidated Financial Statements\nfor the six-month period ended June 30, 2026 included elsewhere in this registration statement of which this prospectus is a part. Our\ncritical accounting policies are described below.

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Revenue Recognition

The\nCompany recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).\nASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers in an amount that\nreflects the expected consideration received in exchange for those goods or services. The core principle of ASC 606 is to recognize revenue\nto depict the transfer of promised goods or services to clients in an amount that reflects the consideration the entity expects to be\nentitled in exchange for those goods or services.

The\nCompany determines revenue recognition in accordance with ASC 606 through the following five steps:

1)\nIdentify the contract with a customer

The\nCompany considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts\nunder ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify\neach party’s rights regarding the goods and services to be transferred and the payment terms for the goods and services, it has\ndetermined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment\nin determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s\npayment history or, in the case of a new customer, credit and financial information pertaining to the customer.

Contractual\nterms for subscription services are typically 12 months. Contracts are generally cancellable with a 30-day notice period, and customers\nare billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not\nrequired to refund any prorated prepayment fees invoiced to cover services that were provided.

The\nCompany also has service contracts with hospitals or hospital systems, physician practice groups, and other users. These customer contracts\ntypically range from two to three years, with an automatic renewal process. The Company either invoices these customers for the monthly\nfixed fee in advance or at the end of the month, depending on the contract terms. The contracts typically contain cancellation clauses\nwith advance notice, and revenue for goods and services transferred prior to cancellation is not refundable or creditable.

2)\nIdentify the performance obligations in the contract

Performance\nobligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both\ncapable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are\nreadily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from\nother promises in the contract.

3)\nDetermine the transaction price

Total\ntransaction price is based on the amount to which the Company is entitled to base on the contracts with its customers. The Company believes\nthe quoted transaction prices in the customer contracts represent the standalone selling prices for each of the separate performance obligations\nwhich are distinct and priced separately within the contract. Consideration promised in the Company’s contracts includes both\nfixed and variable amounts. The Company’s variable consideration is based on fixed unit price for promised services, though the\ntotal consideration is dependent upon the actual amounts of promised services used by the customers. If necessary, the Company estimates\nthe total variable consideration based on the information available to management, and updates such estimates each financial period when\nneeded.

4)\nAllocate the transaction price to performance obligations in the contract

If\nthe contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.\nContracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation\nbased on a relative standalone selling price (“SSP”). The determination of a SSP for each distinct performance obligation\nrequires judgment. Where applicable, the Company establishes standalone selling prices based on the observable prices of the good or service\nwhen the Company sells that good or service separately in similar circumstances and to similar customers. If a standalone selling price\nis not directly observable, the Company estimates the standalone selling price using the expected cost plus a margin approach.

5)\nRecognize revenue when or as the Company satisfies a performance obligation

Revenue\nis recognized when or as control of the promised goods or service are transferred to the customer in an amount that reflects the consideration\nthat the Company expects to receive in exchange for those goods or services.

The\nCompany derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services,\nsubscription services and institutional services provided to our clients.

Subscription\nService Contracts and Performance Obligation

Subscriptions\nServices

Subscriptions\nrepresent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously\nreceive and consume the benefits related to the services the Company performs. In the case of module specific subscriptions, a consistent\nlevel of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue\nrecognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over\ntime as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated\nsubscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure\nprogress toward satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Deferred revenue\nconsists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing\nof when the Company expects to recognize revenue.

The\nCompany treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct\nas the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone.

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Furthermore,\nthe subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services\nwith other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to\nspecific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not\nhighly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations\nbecause it is distinct and substantially the same, satisfied over time, and has the same measure of progress.

The\ntransaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services\nto the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract,\nclients generally make upfront nonrefundable payments to the Company when contracting for implementation services.

Professional Services\nand Technical Engineering Fees and Performance Obligation

Performance\nobligations under contracts for professional services may include maintenance, hardware, clinician fees, and technical engineering services.\nThese services are generally distinct in the context of the contract and are accounted for as separate performance obligations.

For\ntechnical engineering services, performance obligations are typically satisfied over time based on the specified quantity of professional\nservice hours provided to the customer. For maintenance, hardware, and clinician fees, revenue is recognized either over time or at a\npoint in time or when control transfers to the customer. Maintenance and clinician fees are generally recognized over time as services\nare rendered, while hardware revenue is recognized at a point in time when control transfers to the customer.

The\nCompany evaluates the nature of each professional services arrangement to determine the appropriate timing of revenue recognition, ensuring\nthat revenue is recognized in a manner that faithfully depicts the transfer of goods or services to the customer.

Patient Fees Services\nand Performance Obligation

Patient\nFee Services

Patient\nfees represent a series of distinct services because the performance obligations are met when the Company’s physicians provide professional\nmedical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient\nbenefits from the professional services when care is rendered by the Company’s medical professionals. The Company commences revenue\nrecognition on patient services when the Company satisfies its performance obligation to provide professional medical services to patients.

The\nCompany acts as the principal in these arrangements because it controls the medical services before they are transferred to the patient.\nThis control is evidenced by the Company’s primary responsibility for fulfilling the service and its direct authority over the affiliated\nphysicians, including the right to direct their clinical activities and administrative protocols.

Patient\nFee Contracts Involving Third-Party Payors

The\nCompany receives payments from patients, third-party payors and others for patient fee services. Third-party payors pay the Company based\non contracted rates or the entities’ billed charges. Payments received from third-party payors are generally less than billed charges.\nThe Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided\nto third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables\nfrom third-party payors and records an estimated contractual allowance to properly account for the differences between billed and collected\namounts.

Revenue\nfrom third-party payors is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits\nand service adjustments, and expected credit . These adjustments and implicit price concessions represent the difference between the amount\nbilled and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and\nother factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results\ncould differ, from estimated amounts and such difference could be material.

All\nof the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payors by the Company. The Company\nearns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s\nphysicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to\nrespective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals.\nThe revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered\nto patients. The Company earns primarily from reimbursement from the following third-party payors:

Medicare

The\nCompany’s affiliated provider network is reimbursed by the Medicare Part B and Part C programs for certain of the telemedicine\nservices it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of\nprofessional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant\nto Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering\nthe telemedicine service, among others.

Medicaid

Medicaid\nprograms are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed\ncare or other similar organizations) under approved plans. The Company’s affiliated provider network is reimbursed by certain State\nMedicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services\nvaries by state and is subject to specific conditions of participation and payment.

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Commercial\nInsurance Providers

The\nCompany is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with\nMedicare reimbursement fee structure guidelines, and the Company is in-network or out-of-network with the commercial insurance carriers\nbased on state and insurer requirements.

Telehealth\nFees Service Contracts and Performance Obligation

Contract\nFor Telemedicine Care Services

Performance\nobligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that\nincludes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration\nof the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians’\nnetwork through administrative support, hardware support, and software support and provider coverage availability. The Company provides\ncoverage availability of its physician services ranging from 12-24 hours per day. Performance obligations in the contract for these services\ntransferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable\nfrom patient services and institutional services obligations. Performance obligations are met when the Company provides administrative,\nbusiness, and medical records and reports related to their professional services rendered pursuant to the agreement in such format and\nupon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated\nfinancial statements.

The\nCompany recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue\nrecognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected\nvalue or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable\nconsideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal\nenforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue\nthe Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer\nlife or expected performance period.

The\nCompany commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician\nhours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to\nthe Company when contracting for Company training, hardware and software installation and integration, which includes a onetime setup\nof software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes\nrevenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The\nstart-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial\nadministrative services for which the Company’s clients can cancel future services upon completion, management considers it to be\nseparable from the ongoing business services, and the Company records start-up fees as revenue when the start-up service is completed\nover time, using the input method to measure progress each financial period.

Institutional\nFees Service Contracts and Performance Obligation

Contract\nFor Electroencephalogram (“EEG”) Professional Interpretation Services

Performance\nobligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation\nprovides monthly. The performance obligation in the contract for these services transferred to the customer is distinct in the context\nof the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the\ndelivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the\nCompany. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s\nphysicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned\nbased on established contractual rates and is included in institutional fees in the condensed consolidated financial statements.

Under\nmost of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine\nconsultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly\nfee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation\nand software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s\nvirtual healthcare platform, which is provided and installed by the Company. The Company also provides the hospitals with user training,\nmaintenance and support services for the telemedicine equipment used to perform the consultation services.

The\nCompany commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation\nto provide professional interpretation monthly.

Fair\nValue of Financial Instruments

“Fair\nvalue” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction\nbetween market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of\nobservability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including\nthe type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest\npriority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority\nto unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured\nfrom quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied\nin determining fair value.

See Note\n16 Fair Value Measurements of the quarterly financial statements for additional information on assets and liabilities measured\nat fair value.

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Goodwill

Goodwill\nrepresents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. We evaluate\ngoodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting\nunit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit\nexceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the\nassessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill\nimpairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value\nof the two reporting units using both income and market-based models. Our models contain significant assumptions and accounting estimates\nabout discount rates, future cash flows, and terminal values that could materially affect our operating results or financial position\nif they were to change significantly in the future and could result in an impairment. We perform our goodwill impairment assessment whenever\nevents or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow\nestimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections\nat the date of evaluation. During the year ended December 31, 2024, the Company determined there were triggering events that required\nthe Company to perform a quantitative analysis. Based on the analysis, the Company concluded the fair value of the Telehealth Services\nreporting unit was less than it’s carrying value. As a result, the Company recorded non-cash goodwill impairment charges of $56,675,210\non the consolidated statement of operations for the year ended December 31, 2024. For the three and six months ended June 30,\n2026, the Company performed qualitative analysis by assessing that no adverse economic, industry, operational, or regulatory indicators\nwere identified that would suggest impairment. Based on the qualitative assessment of relevant factors, the Company concludes that no\nimpairment indicators exist determined that there were no triggering events that required the Company to perform a quantitative analysis.

Impairment\nof Long-lived and Intangible Assets Other than Goodwill

In\naccordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets, including fixed assets,\nright-of-use assets and intangible assets, for the existence of facts or circumstances, both internally and externally, that suggest impairment.\nThe Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest,\nfrom the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the\nfair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use\nof the asset, discounted at a rate commensurate with the risk involved.

Income\nTaxes

Income\ntaxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences\nattributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax\nbasis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax\nrates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.\nThe effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment\ndate.

The\nCompany recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized\nincome tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement\nare reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized\ntax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are\nnot currently under examination.

The\nCompany applies ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial\naccounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the\nfinancial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted\ntax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are\nestablished when necessary to reduce deferred tax assets to the amount expected to be realized.

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Financial Statement Components

Three Months Ended June 30, 2026\nand 2025 Results of Operations

The\nfollowing table presents VSee’s results of operations for the three months ended June 30, 2026 and 2025:

Six Months\nEnded June 30, 2026, and 2025 Results of Operations

The\nfollowing table presents VSee’s results of operations for the six months ended June 30, 2026, and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended June 30,
	2026			2025			Change		%
Revenue	$	1,561,884			$	1,055,191		$	506,693		48	%
Cost of revenues		1,355,731				440,147			915,584		208	%
Gross margin		206,153				615,044			(408,891	)	(66	)%
Operating expenses		2,903,479				2,171,111			732,368		34	%
Other income (expense)		(401,015	)			(346,138	)		(54,877	)	16	%
Net loss before taxes		(3,098,341	)			(1,902,205	)		(1,196,136	)	63	%
Income tax benefit		17,899				(1,728	)		19,627		(1,136	)%
Net loss	$	(3,080,442	)		$	(1,903,933	)	$	(1,176,509	)	62	%

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended June 30,
	2026			2025			Change		%
Revenue	$	3,441,177			$	2,252,805		$	1,188,372		53	%
Cost of revenues		2,507,612				827,523			1,680,089		203	%
Gross margin		933,565				1,425,282			(491,717	)	(34	)%
Operating expenses		5,290,424				4,528,415			762,009		17	%
Other income (expense)		17,891				(2,424,701	)		2,442,592		(101	)%
Net loss before taxes		(4,338,968	)			(5,527,834	)		1,188,866		(22	)%
Income tax benefit		(5,260	)			(15,233	)		9,973		(65	)%
Net loss	$	(4,344,228	)		$	(5,543,067	)	$	1,198,839		(22	)%

Revenue

We\ngenerate revenue through management and administrative services contracts with hospitals and hospital systems to provide telehealth physician\nservices, teleradiology services, and acute care patient services. We also generate revenue by directly billing insurance companies for\ncare provided at hospitals and hospital systems. Revenue streams include telehealth fees, patient fees, teleradiology fees, and institutional\nfees. These contracts typically range from two to three years and are subject to automatic renewal.

Revenue\nwas $1,561,884 and $3,441,177 for the three and six months ended June 30, 2026, respectively, compared to $1,055,191 and $2,252,805 for\nthe corresponding periods in 2025, representing increases of $506,693, or 48%, and $1,188,372, or 53%, respectively. The increases were\nprimarily driven by growth in telehealth fees and patient fees.

Patient\nfees increased by $125,320, or 26%, to $601,092 for the three months ended June 30, 2026, from $475,772 for the comparable prior-year\nperiod. For the six months ended June 30, 2026, patient fee revenue also increased compared to the prior-year period. The increase was\ndriven by services provided to two larger hospital networks during the current-year period, compared to a smaller hospital footprint in\nthe prior-year period.

Telehealth\nfees increased by $381,373, or 66%, to $960,792 for the three months ended June 30, 2026, from $579,419 for the comparable prior-year\nperiod. The increase was driven primarily by approximately $834,000 of higher teleradiology revenue, reflecting a full period of operations\nin the current year, as well as approximately $19,500 of higher prison telehealth revenue resulting from increased service volume. These\nincreases were partially offset by declines of approximately $440,000 in Tele-ICU services revenue and $32,000 in hardware and software\nrevenue, primarily due to client attrition experienced during 2025.

For\nthe six months ended June 30, 2026, telehealth fees increased by $895,476, or 84%, to $1,958,745, from $1,063,269 for the comparable prior-year\nperiod. The increase was driven primarily by approximately $1.8 million of higher teleradiology revenue, as the service line was in its\nearly stages during the prior-year period, as well as approximately $37,000 of higher prison telehealth revenue resulting from increased\nservice volume. These increases were partially offset by declines of approximately $878,000 in Tele-ICU services revenue and $58,000 in\nhardware and software revenue, primarily due to client attrition experienced during 2025.

As\na result of these factors, revenue increased 48% and 53% for the three and six months ended June 30, 2026, respectively, compared to the\ncorresponding periods in 2025.

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Cost of Goods Sold

Cost\nof revenues consists primarily of physician contractor fees, personnel-related costs for clinical and operational support teams, costs\nassociated with teleradiology services, and other costs directly associated with the delivery of telehealth and patient care services.

Cost\nof revenues was $1,355,731 and $2,507,612 for the three and six months ended June 30, 2026, respectively, compared to $440,147 and $827,523\nfor the corresponding periods in 2025, respectively, representing increases of $915,584, or 208%, and $1,680,089, or 203%, respectively.\nThe increases were primarily attributable to the expansion of the Company's teleradiology service line.

For\nthe three months ended June 30, 2026, the increase in cost of revenues was driven primarily by approximately $1.1 million of higher independent\ncontractor fees associated with the Company's teleradiology services, partially offset by approximately $148,000 of lower salaries and\nwages, reflecting a shift away from internally staffed clinical delivery toward the contracted teleradiology model.

For\nthe six months ended June 30, 2026, the increase in cost of revenues was driven primarily by approximately $2.1 million of higher independent\ncontractor fees associated with the Company's teleradiology services, which expanded significantly during 2026. These services utilize\nindependent radiologists to provide diagnostic interpretations under hospital contracts and therefore carry a higher direct cost structure\nthan the Company's legacy service offerings. The increase was partially offset by approximately $352,000 of lower salaries and wages and\napproximately $66,000 of lower telehealth platform peripheral device costs.

As\na result of the higher-cost teleradiology services as a percentage of total revenue, gross margin decreased to 13% and 27% for the three\nand six months ended June 30, 2026, respectively, from 58% and 63% for the corresponding periods in 2025. Gross profit was $206,153 and\n$933,565 for the three and six months ended June 30, 2026, respectively, compared to $615,044 and $1,425,282 for the corresponding periods\nin 2025, representing decreases of $408,891, or 66%, and $491,717, or 34%, respectively.

Operating\nExpenses

Operating\nexpenses include all operating costs not included in cost of revenues. These costs consist of compensation and related benefits and general\nand administrative expenses composed primarily of payroll and payroll-related expenses, professional fees, insurance, software costs,\noccupancy expenses, depreciation and amortization, and other costs related to the administration of our business.

Operating\nexpenses were $2,903,479 and $5,290,424 for the three and six months ended June 30, 2026, respectively, compared to $2,171,111 and $4,528,415\nfor the corresponding periods in 2025, representing increases of $732,368, or 34%, and $762,009, or 17%, respectively.

General\nand administrative expenses increased by $804,536, or 22%, for the six months ended June 30, 2026, driven primarily by a $625,239 increase\nin bad debt expense on aged receivables; a $381,400 increase in business consulting expenses related to stock-based consulting arrangements\nand a new capital advisory engagement; $165,936 in higher legal fees, driven by SEC- and shareholder-meeting-related legal costs and\nhigher utilization of corporate legal services; an $82,006 increase in advisory services fees; and a $102,247 increase in investor relations\nand transfer agency fees.

These\nincreases were offset by decreases of $259,270 in audit fees due to the change in audit service provider, $157,781 in accounting and tax-related\nfees from using lower-cost providers, $70,481 in lease expense from the termination of an office space in Boston, and $67,540 in loan\nservicing fees from reduced loan funding activity.

Compensation\nand related benefits decreased by $42,527, or 5%, for the six months ended June 30, 2026, primarily due to a $198,336 gain from the settlement\nof a previously recorded liability in the prior year. This decrease was partially offset by a $113,790 increase in net salary, wages,\nand bonus expenses, reflecting higher current-year bonus costs, partially offset by lower salaries and wages, primarily due to a change\nin executive staff arrangements expense, and a $42,019 increase in contractor-based accounting support.

Other\n(Income) Expense

Other\nincome (expense), net, was $(401,015) and $17,891 for the three and six months ended June 30, 2026, respectively, compared to $(346,138)\nand $(2,424,701) for the corresponding periods in 2025. This represents an increase in expense of $54,877, or 16%, for the three-month\nperiod and a decrease in expense of $2,442,592, or 101%, for the six-month period.

The\nincrease in other expense during the three months ended June 30, 2026, was primarily attributable to a $145,174 loss on the issuance of\na Simple Agreement for Future Equity (\"SEPA\"), partially offset by a decrease in interest expense resulting from a lower outstanding\ndebt balance following significant debt-to-equity conversions completed during the fourth quarter of 2025. The current-year period also\ndid not include the $126,125 loss on extinguishment of financial instruments recorded in the prior-year period.

For\nthe six months ended June 30, 2026, the significant improvement in other (income) expense was primarily driven by substantially lower\ninterest expense resulting from the reduction of the Company's debt obligations following the debt-to-equity conversions completed in\nlate 2025. In addition, the prior-year period included non-recurring charges related to changes in the fair value of financial instruments\nand losses associated with the extinguishment of financial instruments that did not recur in the current-year period.

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Net Loss

Net\nloss was $3,080,442 and $4,344,228 for the three and six months ended June 30, 2026, respectively, compared to $1,903,933 and $5,543,067\nfor the corresponding periods in 2025. Net loss increased by $1,176,509, or 62%, for the three-month period, primarily due to lower gross\nprofit resulting from higher physician contractor costs associated with the expansion of the Company's teleradiology service line and\nincreased operating expenses. For the six-month period, net loss decreased by $1,198,839, or 22%, primarily due to a significant reduction\nin other expense, driven by lower interest expense following debt-to-equity conversions completed in late 2025 and the absence of certain\nnon-recurring financing-related charges recorded in the prior-year period.

Cash Flows

The following table presents\nselected captions from VSee’s consolidated statements of cash flows for the six months ended June 30, 2026, and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	June 30,
	2026			2025
Net cash used in operating activities - continuing operations	$	(2,504,301	)		$	(1,207,482	)
Net cash used in investing activities - continuing operations		(100,000	)			-
Net cash (used in) provided by financing activities - continuing operations		(842,626	)			837,492
Change in cash due to continuing operations	$	(3,446,927	)		$	(369,990	)
Change in cash due to discontinued operations		(1,150,367	)			335,470
NET CHANGE IN CASH	$	(4,597,294	)		$	(34,520	)

Our\nprincipal sources of liquidity are cash and cash equivalents, totaling $454,151 and $291,595 as of June 30, 2026, and 2025,\nrespectively.

Our\nfuture capital requirements will depend on many factors, including our growth rate, contract renewal activity, number of subscription\nrenewals, the continuing market acceptance of telehealth, and debt funding.

Cash\nUsed in Operating Activities

Cash\nused in operating activities from continuing operations was $2,504,301 for the six months ended June 30, 2026, compared to $1,207,482\nfor the six months ended June 30, 2025. The increase in cash used was primarily attributable to a net loss from continuing operations\nof $4,344,228 in 2026, partially offset by non-cash adjustments of $2,617,212. Changes in operating assets and liabilities resulted in\na net cash outflow of approximately $777,285 during the 2026 period.\t

Cash\nUsed in Investing Activities

Cash\nused in investing activities from continuing operations was $100,000 for the six months ended June 30, 2026, compared to $0 for the six\nmonths ended June 30, 2025. The cash outflow in 2026 was primarily attributable to the purchase of long-term investments.

Cash (Used in) Provided by Financing Activities

Cash used in financing activities\nfrom continuing operations was $842,626 for the six months ended June 30, 2026, compared to cash provided by financing activities of $837,492\nfor the six months ended June 30, 2025. During the six months ended June 30, 2026, financing cash outflows consisted primarily of repayments\nof notes payable of $780,290, payments on financing lease liabilities of $591,118, repayments under the line of credit of $348,952, and\npayments related to the Encompass acquisition liability of $50,000. These outflows were partially offset by proceeds from convertible\nnotes issued of $750,000, proceeds from notes issued during the period of $176,750, and proceeds from pre-funded warrants, net of issuance\ncosts, of $984. For the six months ended June 30, 2025, financing cash inflows consisted primarily of proceeds from notes issued during\nthe period of $726,237, proceeds from the issuance of Common Stock of $90,634, and proceeds from factoring payables of $55,665. These\ninflows were partially offset by payments on financing lease liabilities of $25,000, payments to a shareholder of $10,000, and payments\ndue on the Encompass acquisition liability of $44.

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BUSINESS

Overview

We\nprovide high acuity patient care solutions through our wholly-owned subsidiary — iDoc. Through iDoc, we offer specialty intensive\ncare unit services by providing physician services in the neurology intensive care unit (neurointensivists), cardiac intensive care unit\n(surgical and anesthesia intensivists), and medical intensive care units (pulmonary and critical care intensivists).

We\nstrive to be the solutions provider of access to the shortage of intensivists across the care continuum utilizing sophisticated telehealth\nsolutions to bridge the care gap. In a post-Covid health care system, we aim to provide a solution to physician burnout and to a lack\nof patient access to quality intensive care. By using the sophisticated leading telehealth software and hardware devices, we provide access\nto highly skilled physicians in the highest acuity in patient setting, the ICU. We provide elite physician services in the Intensive care\nunits of major hospital systems and other customers. Our core service delivers general critical care, neurology, EEG reading, and neuro\ncritical care through a custom internal virtual health care technology platform. We also serve a diverse range of customers from large\nhospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system and others. We connect\ncritically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific e-consultations and\nhelps to improve outcomes for patients as well as improved productivity and physician burnout while reduced costs for health systems.\nWe have developed a unique quality control program in collaboration with each hospital by development of a hospital specific reporting\ndashboard to monitor and achieve high quality critical care quality. In addition, current workflows and protocols are evaluated to adjust\nto incorporate critical care. Continuous process improvement and readjustment of target metrics with the ICU team to maximize patient\nsafety and improve outcomes.

iDoc’s Offering\nof Services and Technologies

As\na solutions company focused on inpatient specific disease areas with intentional purpose driven growth, and areas to provide access to\ngeneral and specialty care to vulnerable patient populations, iDoc has a patient e-consultation service that is currently tailored to\nprovide outpatient care to correctional facilities predominantly at the Federal level. The unique security challenges for digital healthcare\nas well as in person care positions iDoc’s platform to meet the rigorous requirements of the Federal Bureau of Prisons (FBOP). Through\nour own network of physicians, we provide e-consults in over 14 specialties to the FBOP including areas such as mental health, cardiology,\noncology, rheumatology, neurology, nephrology, and more. We connect the patient to the specialty physicians to minimize care delays and\ntransport safety concerns.

We\nare focused on providing the highest level of clinical and operational quality. We have developed a comprehensive quality management program\nthat supports evidence-based practices, tracks customer satisfaction levels and encourages continuous improvement of telemedicine services.\nOur clinical leaders regularly review industry accepted standards and, when appropriate, make changes to our protocols. As new practice\nstandards are introduced, our network of board-certified physicians and other provider specialists review these standards and adapt them\nfor national telemedicine practice. Our network physicians and other specialists are continuously trained and evaluated to appropriately\nintegrate and utilize these updated practice standards.

We\nhave developed a care delivery model that intentionally collaborates with hospital systems, healthcare providers, and health care administrators\nto deliver a customizable solution and experience for the patient. iDoc uses its internally developed telehealth software to deliver the\nright care at the right time bridging specialty critical care physicians with critically ill patients.

The\niDoc technology platform consists of video conferencing, electronic health records, and billing technology working seamlessly to provide\ntelemedicine consults for clinical practice. The virtual healthcare platform can be used individually or in conjunction with native applications/resources\nor as a whole package. All conference connections are HIPAA compliant and secured through HTTPS/ TLS 1.2+ level encryption. Recorded video\nEEG data (no other video or audio recordings are made/stored) is transmitted using industry standard HTTPS/TLS 1.2+ and stored in the\niDoc AWS cloud. The data stays encrypted at rest. No ePHI is stored by this module.

The\niDoc clinical dashboard gives providers an intuitive and multi-level view of patients in both aggregate and individual modes. This system\ninterfaces with the client’s vital signs monitors (and other data when available) to facilitate the patient monitoring process.\nSupport for handoffs includes sticky notes and messaging. Customizable alert levels ensure alarms are valid and help prevent “alert\nfatigue”. This system interfaces with the client’s vital signs monitors (and other data when available) to facilitate the\npatient monitoring process.

To\nensure quality, iDoc has developed a comprehensive quality management program that supports evidence-based practices, tracks customer\nsatisfaction levels and encourages continuous improvement of telemedicine services. We regularly review industry accepted standards and,\nwhen appropriate, make changes to our protocols. As new practice standards are introduced, our network of board-certified physicians and\nother provider specialists review these standards and adapt them for national telemedicine practice. Our network physicians and other\nspecialists are continuously trained and evaluated to appropriately integrate and utilize these updated practice standards.

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Market Opportunity

We\nbelieve there are two significant trends and challenges facing healthcare in the United States: first, we believe that hospitals need\na better method to engage with their patients, to make the patient’s experience dealing with healthcare easier; second, we believe\nthat hospitals need better clinician staffing options since there is an ever growing shortage of nurses and physicians across America.

In\naddition, intensive care units have become increasingly complex environments, the dramatic increase in surgical therapeutic options for\nstroke, and the proliferation of the Joint Commission on Accreditation of Healthcare Organizations (JCAHO) and Det Norske Veritas (DNV)\nstroke centers with the advent of multi-modal monitoring in the neurointensive care unit, the need and use of electroencephalogram (EEG),\nthe demand for intensivists with the knowledge to care for these patients has led to the growth of neurointensivists (critical care physicians\nwith specialty training in neurosciences). The increasing utilization of extracorporeal membrane oxygenators (ECMO) and left ventricular\nassist devices (LVAD) has led to increase demand for cardiac intensivists (critical care physicians with specialty training in cardiac\ndisorders). The growth and evolution of cloud services and technology focused on delivering health care has led to the ability and need\nto provide greater and more specialty tele-intensive care and telemedicine solutions to be developed and adopted.

Our\nbusiness model is designed to both empower the clinicians while satisfying the IT security requirements, where we become the digital transformation\ntool that allows healthcare enterprises to tackle the twin mega trends and challenges of patient engagement the clinician shortage. Our\nrevenue-generating customers, primarily healthcare enterprises, have access to a suite of telehealth building blocks to support their\nuse cases. Our focus on clinician-centric product design and productivity is what led us to create the no code approach to telehealth\nconfiguration, where instead of having clinicians at the mercy of the IT, the clinicians can configure their own telehealth software using\na graphical user interface and simple setup instructions.

We\nbelieve that the health system is not generally capable of training the necessary critical care physicians to meet the increasing demand\nfrom densely populated to rural hospitals or from large academic medical centers to micro hospitals (hospitals with typically less than\n25 beds). For hospitals which are lacking physician staffing, iDoc physicians develop and staff ICU facilities through telemedicine. We\ncollaborate in tracking the signs of early disease recognition and recovery in a patient’s condition. We specialize in providing\nstate of the art equipment for audiovisual monitoring of the patient in a real time synchronous interface with hospital EHR systems.

Sales and Marketing

We\nemploy a direct sales organization composed of highly trained team members. The sales organization is segmented primarily by customer\ntype. For example, there is one enterprise-focused team concentrating on mental health and another concentrated on health systems. Our\ndirect sales organization also reaches customers through indirect channels, such as third-party resellers and premier affiliated hospitals.\nWe also have a team of experienced sales executives who are primarily responsible for selling our solutions and services directly to hospitals\nand health systems. In addition, we have developed channel customers who incorporate our platform as part of a model that combines on-site\nstaffing solutions with telemedicine.

The\ndirect sales organization is supported by marketing and customer success specialists. Our marketing program supports our growth and lead\ngeneration though content development, brand awareness, search engine optimization, field marketing events, integrated campaigns, industry\nrelations and public media. We generate customer leads, accelerate sales opportunities, and build brand awareness through our marketing\nprograms, both digitally and via strong word of mouth and client references. These programs target decision makers to provide information\nabout our company and solutions through digital channels such as LinkedIn, our annual conference, online webinars, and tradeshows. Our\ncustomer success team supports customer retention by working directly with customers to produce higher engagement with our solutions,\nwhich in turn expands their use of the platform in the future.

Competition

We\nview as competitors those companies that currently or in the future will develop and market virtual care technology (devices, software,\nand systems) or provide virtual care services, such as the delivery of on-demand access to healthcare and specialty disease state and\ncare management and services. Competition focuses on, among other factors, software as a service (SAAS), experience in operations, customer\nservice, quality of technology and know-how, and reputation. Competitors in the telehealth and specialty medical services market include\nMDLive, Inc. (now owned by Cigna), American Well Corporation, Included Health, and Accolade, Inc., among other smaller\nindustry participants. Neuro and/or ICU specialty competitors include NeuroCall, Ceribell, and Specialist on Call. Technology solution\ncompetitors include American Well Corporation, MDLive, Teladoc, as well as smaller technology providers. Each of VSee and iDoc also face\ncompetition from large, well-financed health plans that in some cases have developed their own virtual care, expert medical service or\nin-house software platforms, as well as large technology and retail companies, such as Google, Microsoft, Amazon and Walmart, which have\nor may in the future develop or acquire their own virtual care solutions.

Many\nof our competitors are well financed, have been in business for substantially longer, have substantial financial resources and long-standing\ncontracts and relationships with major customers. Many of our competitors have public financial structures which enable them access to\nsignificant amounts of capital at a relatively low cost of capital. We have experienced, and expect to continue to experience, intense\ncompetition from a number of companies, and we expect such competition to increase as our industry evolves.

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Our\ncompetitors may announce new products, services, or enhancements that better address changing industry standards or the needs of customers.\nAny such increased competition could cause pricing pressure, loss of market share or decreased client engagement, any of which could adversely\naffect our business and operating results. Internet search engines could also change their methodologies in ways that adversely affect\nour ability to optimize our page rankings within their search results. If this occurs, our ability to successfully market our services\nto customers may be harmed and our business results may suffer.

iDoc’s\nprimary competitors include Hicuity Health, INTELEICU, and enVision teleICU (segment of INOVA), among others. While there are several\ncompetitors in this industry, many began from a hardware-centric focus, aiming to extend and integrate their devices into hospitals. We\napproached the development of our services and software platform differently by focusing on optimizing an extensive network of board-certified\nphysicians and other provider specialists across numerous complex workflows. As a result, configurability, modularity, and optimization\nbecame imperative, and we subsequently made these capabilities available on a low-code development platform to address the configurability\nneeds of our customers. We believe we compete favorably based on the following key competitive factors for our industry:

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access to a broad network of established, board-certified physicians and other provider specialists;

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purpose-built acute care platform with highly configurable workflows and easy integration;

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demonstrated scalability;

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clinical and service quality;

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customer satisfaction;

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value;

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reporting, analytics and benchmarking;

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experience; and

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flexibility.

Research and Development

The\nTelemedicine and Tele-intensive care market is a rapidly evolving industry. Our ability to continue differentiating and enhancing our\nplatform and services depends on our capacity to introduce new services, technologies, and functionality. Due to capital constraints,\nwe currently do not have active research and development spending. Strategically, to maintain and grow our market viability and strength,\nwe plan to focus our future research and development on delivering new products and further enhancing our solutions’ functionality,\nperformance, and flexibility.

U.S. Law and Regulations

Our\noperations are subject to comprehensive United States federal, state and local regulation in the jurisdictions in which we do business.\nThe laws and rules governing our business and interpretations of those laws and rules continue to expand and become more restrictive\neach year and are subject to frequent change, especially health regulatory requirements. Our ability to operate profitably will depend\nin part upon our ability, and that of our affiliated provider network, to operate in compliance with applicable laws and rules. Those\nlaws and rules continue to evolve, and we therefore devote significant resources to monitoring developments in healthcare regulation.\nAs the applicable laws and rules change, we are likely to make conforming modifications in our business processes from time to time.\nNo assurance can be made that a review of our business by courts or regulatory authorities will not result in determinations that could\nadversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

Data\nProtection, Security, and Regulatory Compliance

The\ndata we collect and process is an integral part of our tools and solutions. In addition, our business is subject to extensive, complex,\nand rapidly changing federal and state laws and regulations governing data collection, healthcare regulation, financial services laws,\nregulations and rules, such as the Payment Card Industry Data Security Standards, and related matters. Our respect for laws and regulations\nregarding the collection and processing of personal data underlies our strategy to improve our security model and implementation. While\nwe believe we comply in all material respects with applicable laws and regulations, these regulations can vary significantly from jurisdiction\nto jurisdiction, and interpretation and enforcement of existing laws and regulations may change periodically. Federal and state legislatures\nalso may enact various legislative proposals that could materially impact certain aspects of our business. For additional information,\nsee “Risk Factors - Risks Related to Our Business - We are subject to stringent and changing laws, regulations, self-regulatory\nschemes, contractual obligations, and standards related to privacy, data protection, and information security. The actual or perceived\nfailure by us, our customers, partners, or vendors to comply with such obligations could harm our reputation, subject us to significant\nfines and liability, or otherwise adversely affect our business.”

Data\nCollection and Protection

We\ncollect and use personal information for the purpose of clinical care on the behalf of our healthcare clients. In some instances, we may\nuse third-party service providers to assist us in the collection efforts.

All\ndata is encrypted in transit and at rest using TLS 1.2, and personal health information is encrypted at rest using AES-256 encryption.\nAlong with a dedicated in-house security team and contracted security researchers, we are SOC2 (Service Organization Control Type 2) audited\nby an external team.

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U.S.\nState and Federal Health Information Privacy and Security Laws

There\nare numerous U.S. federal and state laws and regulations related to the privacy and security of personally identifiable information, including\nhealth information. In particular, HIPAA (Health Insurance Portability and Accountability Act) established privacy and security standards\nthat limit the use and disclosure of protected health information, referred to as PHI, and require the implementation of administrative,\nphysical, and technical safeguards to ensure the confidentiality, integrity, and availability of individually identifiable health information\nin electronic form. Our members as well as certain of our enterprise customers are regulated as covered entities under HIPAA. As a service\nprovider who creates, receives, maintains, or transmits PHI on behalf of these covered entities for certain of our services, we are a\n“business associate” as defined under HIPAA.

Violations\nof HIPAA may result in civil and criminal penalties and a single breach incident can result in violations of multiple standards. In the\nevent of a breach, we must also comply with HIPAA’s breach notification rule and our covered entity enterprise customers may\nrequire that we provide assistance in the breach notification process and may seek indemnification and other contractual remedies. State\nattorneys general also have the right to prosecute HIPAA violations committed against residents of their states, and individuals have\nused HIPAA standards as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing\npersonal information. In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business\nassociates for compliance.

Further,\nmany states in which we operate and in which our members and customers as well as their patients reside also have laws that protect the\nprivacy and security of sensitive and personal information, including health information, information regarding mental health and substance\nuse treatment, and other information related to the provision of healthcare services. Some of these laws also prohibit unfair privacy\nand security practices and deceptive statements about privacy and security place specific requirements on certain types of activities,\nsuch as data security and texting. These laws may be similar to or even more protective than HIPAA and other federal privacy laws. For\nexample, the laws of the State of California, in which we operate, are more restrictive than HIPAA, including the provisions of the California\nConsumer Privacy Act, or CCPA, which went into effect January 1, 2020. While any information we maintain in our role as a business\nassociate may be exempt from the CCPA, other records and information we maintain on our members may be subject to the CCPA. Where state\nlaws are more protective than HIPAA or require us to take action such as breach notification, we must comply with the state laws we are\nsubject to, in addition to HIPAA. In certain cases, it may be necessary to modify our planned operations and procedures to comply with\nthese more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike\nHIPAA, may afford private rights of action to individuals who believe their personal information has been misused. In addition, state\nlaws are changing rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which we may be\nsubject. For additional information, see “Risk Factors - Risks Related to the Healthcare Industry.”

In\naddition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state and federal\nprivacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security and\nlaws that place specific requirements on certain types of activities, such as data security and texting.

In\nrecent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII and PHI.\nMany states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to\ntake certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals and state\nofficials. In addition, under HIPAA and pursuant to the related contracts that we enter into with our business associates, we must report\nbreaches of unsecured PHI to our contractual partners following discovery of the breach. Notification must also be made in certain circumstances\nto affected individuals, federal authorities and others.

Federal\nand State Telecommunications Laws

There\nare a number of federal and state laws and regulations potentially applicable to communications by phone, text message, or facsimile,\nincluding the TCPA, and those laws and regulations are continuously evolving. Our services that allow members and other platform users\nto leverage such telephonic communications may be subject to these laws and regulations.

Other\nHealthcare Laws and Regulations and Health Reform

There\nare many laws that govern the activities of healthcare professionals, some of which may be applied to us because of our relationships\nwith them. Some of these requirements may apply to us even if we do not have a physical presence in the state, based solely on our agreements\nwith providers licensed in the state. Many states limit the scope of business relationships between business entities and medical professionals.\nFor example, while many states’ fee-splitting laws only prohibit a physician from sharing medical fees with a referral source, some\nstates have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. These laws generally\nprohibit us from exercising control over the medical judgments or decisions of physicians and non-physician healthcare providers and from\nengaging in certain financial arrangements, such as splitting professional fees with healthcare providers. In addition, certain federal\nand state anti-kickback and false claims laws may apply to us indirectly through our arrangements with healthcare professionals and entities.\nStatutes and regulations relating to the practice of medicine, anti-kickback, fraud, fee-splitting, and similar issues vary widely from\nstate to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney general opinions.

In\naddition, there have been several legislative and regulatory changes and proposed reforms of the healthcare system to contain costs, improve\nquality, and expand access to care. Failure to comply with any of these laws or regulations could lead to adverse judicial or administrative\naction against us and/or our provider customers, civil or criminal penalties, receipt of cease and desist orders from state regulators,\nloss of provider licenses, the need to make changes to the terms of engagement of our provider customers that interfere with our business,\nand other materially adverse consequences.

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U.S.\nFederal and State Fraud and Abuse Laws

Successfully\ncommercializing a telehealth technology will depend on broad health insurance or third party payor coverage. Government and private payors\ninstitute coverage criteria to ensure the appropriate utilization of products and services and to control costs. Limited third party payor\ncoverage for a technology or procedure may limit adoption and commercial viability, while broader coverage supports optimal market uptake.\nFavorable coverage decisions by government payors like Medicare or Medicaid is critical because private payors typically follow the government’s\nlead regarding reimbursement. However, manufacturers whose technology is reimbursed by the government payors are subject to various U.S.\nfederal and state laws pertaining to healthcare fraud and abuse. These laws can be implicated by inappropriate sales and marketing arrangements\nwith healthcare providers. Many commonly accepted commercial practices are illegal in the healthcare industry and violations of these\nlaws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in U.S. federal and state\nhealthcare programs, including Medicare and Medicaid.

Federal\nStark Law. Our affiliated provider network may be subject to the federal self-referral prohibitions, commonly known as the Stark\nLaw. Where applicable, this law prohibits a physician from referring beneficiaries of certain government programs to an entity providing\n“designated health services” if the physician or a member of such physician’s immediate family has a “financial\nrelationship” with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment\nfor services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties for each violation,\nand possible exclusion from future participation in the federally funded healthcare programs. A person who engages in a scheme to circumvent\nthe Stark Law’s prohibitions may be fined for each applicable arrangement or scheme. The Stark Law is a strict liability statute,\nwhich means proof of specific intent to violate the law is not required. In addition, the government and some courts have taken the position\nthat claims presented in violation of the various statutes, including the Stark Law can be considered a violation of the federal False\nClaims Act (described below) based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations\nand other rules when submitting claims for reimbursement. A determination of liability under the Stark Law could harm our business.

Federal\nAnti-Kickback Statute. We are also subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and\nprohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the\nreferral of a person covered by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing\nof items or services reimbursable under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering\nor arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental\nprograms. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is\nto induce referrals. In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate\nit to have committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter”\nrequired for a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of the\nAnti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, as discussed below. Violations of\nthe Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal\npenalties, including fines per violation and damages of up to three times the amount of the unlawful remuneration, and imprisonment of\nup to ten years. Imposition of any of these remedies could harm our business. In addition to a few statutory exceptions, the U.S.\nDepartment of Health and Human Services Office of Inspector General, or OIG, has published safe harbor regulations that outline categories\nof activities deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure\nof a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement\nviolates the Anti-Kickback Statute. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may\nresult in increased scrutiny by government enforcement authorities, such as the OIG.

False\nClaims Act. Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous\nongoing investigations of healthcare companies and their executives and managers. Although there are a number of civil and criminal statutes\nthat can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These\ninvestigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui\ntam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly\npresented, or caused to be presented, a false or fraudulent request for payment from the federal government, or has made a false statement\nor used a false record to get a claim approved. In addition, the improper retention of an overpayment for 60 days or more is also\na basis for a False Claim Act action. Penalties for False Claims Act violations include fines for each false claim, plus up to three times\nthe amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally\nfunded healthcare programs. In addition, some states have adopted similar fraud, whistleblower and false claims provisions.

Federal\nPhysician Self-Referral Law. The Federal Physician Self-Referral Law, also referred to as the Stark Law, prohibits a physician\n(or an immediate family member of a physician) who has a financial relationship with an entity from referring patients to that entity\nfor certain designated health services, including durable medical equipment and supplies, payable by Medicare, unless an exception applies.\nThe Stark Law also prohibits such an entity from presenting or causing to be presented a claim to the Medicare program for such designated\nhealth services provided pursuant to a prohibited referral, and provides that certain collections related to any such claims must be refunded\nin a timely manner. Exceptions to the Stark Law include, among other things, exceptions for certain financial relationships, including\nboth ownership and compensation arrangements. The Stark Law is a strict liability statute: to the extent that the statute is implicated\nand an exception does not apply, the statute is violated. In addition to the Stark Law, many states have implemented similar physician\nself-referral prohibitions that may extend to Medicaid, third party payors, and self-pay patients. Violations of the Stark Law must be\nreported and unauthorized claims must be refunded to Medicare in order to avoid potential liability under the federal False Claims Act\nfor avoiding a known obligation to return identified overpayments. Violations of the Stark Law, the Anti-Kickback Statute, the Civil Monetary\nPenalties Law and/or the federal False Claims Act can also form the basis for exclusion from participation in federal and state healthcare\nprograms.

Civil\nMonetary Penalties Law. The Civil Monetary Penalties Law (“CMPL”) authorizes the imposition of substantial civil money\npenalties against an entity that engages in certain prohibited activities including but not limited to violations of the Stark Law or\nAnti-Kickback Statute, knowing submission of a false or fraudulent claim, employment of an excluded individual, and the provision or offer\nof anything of value to a Medicare or Medicaid beneficiary that the transferring party knows or should know is likely to influence beneficiary\nselection of a particular provider for which payment may be made in whole or part by a federal healthcare program, commonly known as the\nBeneficiary Inducement CMP. Remuneration is defined under the CMPL as any transfer of items or services for free or for less than fair\nmarket value. There are certain exceptions to the definition of remuneration for offerings that meet the Financial Need, Preventative\nCare, or Promoting Access to Care exceptions (as defined in the CMPL). Sanctions for violations of the CMPL include civil monetary penalties\nand administrative penalties up to and including exclusion from participation in federal healthcare programs.

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FCPA\nand Other Anti-Bribery and Anti-Corruption Laws. The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits U.S.\ncorporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government\nstaff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA would include\ninteractions with certain healthcare professionals or organizations in many countries. Our present and future businesses have been and\nwill continue to be subject to various other U.S. and foreign laws, rules and/or regulations.

State\nFraud and Abuse Laws. Most states in which we operate have also adopted similar fraud and abuse laws as described above. The scope\nof these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each\nwith broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial\ninsurers, not just those reimbursed by a federally funded healthcare program. A determination of liability under such state fraud and\nabuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

Reimbursement\nRelated Regulation

Medicare.\nThe Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among\nother things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B,\nwhich covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare\nservices; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are\nentitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for\nprescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll.

Our\naffiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides\nto Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical\nservices and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations,\npolicies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine\nservice, among others.

Medicaid.\nMedicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated\nmanaged care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain state Medicaid\nprograms for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies\nby state and is subject to specific conditions of participation and payment.

Participation\nin Medicare/Medicaid Programs. Participation in the Medicare, including Medicare Advantage, and Medicaid programs is heavily regulated\nby federal and state (in the case of Medicaid) statute, regulation, policy, and guidance protocols. If a provider fails to comply substantially\nwith the requirements for participating in the programs, the provider’s participation may be terminated and/or civil or criminal\npenalties may be imposed. Our affiliated network providers are enrolled with Medicare and certain Medicaid programs, and they also participate\nin arrangements administered by commercial payers under the Medicare Advantage program. In the ordinary course of business, we may from\ntime to time be subject to inquiries, investigations and audits by federal and state agencies that oversee applicable government program\nparticipation. In addition to auditing compliance with program requirements, these audits can trigger, particularly when issues are identified,\ninvestigations, repayments, and requirements under certain of the U.S. Federal and State Fraud and Abuse Laws described above.

Commercial\nInsurance Providers. iDoc participates with commercial and/or private insurance carriers for its patient reimbursement fees. The\nfee schedule basis for payment by the commercial insurance providers is determined with Medicare reimbursement fee structure guidelines\nand whether the Company is in network or out of network with the insurance carriers which varies based on state and insurer requirements.

COVID-19\nWaivers and Limited Statutory Changes. As a result of the COVID-19 pandemic, federal and state governments have enacted legislation,\npromulgated regulations, and taken other administrative actions intended to assist healthcare providers seeking to utilize telemedicine\nmethods in providing care to patients during the public health emergency. These measures include temporary relief from certain Medicare\nconditions of participation requirements for healthcare providers, temporary relaxation of licensure requirements for healthcare professionals\nby some states, temporary relaxation of privacy restrictions for telemedicine remote communications, and temporarily expanding the scope\nof services for which Medicare and Medicaid reimbursement is available during the emergency period. These changes have temporarily increased\nreimbursement available to our affiliated provider network for telemedicine services provided. We acknowledge the Public Health Emergency\n(PHE) expired on May 11, 2023. We also acknowledge that a significant number of limited statutory changes related to telehealth have\nbeen extended through December 2024 and in some states made permanent. As a result of the PHE expiration date of May 11, 2023,\nwe have seen differing impacts to telehealth at the federal and state level but overall leaning towards increased adoption of telehealth\nservices compared to pre-COVID-19 era.

FDA\nRegulation of Medical Devices

Certain\nsoftware products often used in telemedicine platforms and offerings could fall under the broad category of digital health products that\nmay, in certain circumstances, require the U.S. Food and Drug Administration (the “FDA”) regulatory review prior to marketing.\nThe FDA generally maintains regulatory oversight over products that meet the Agency’s statutory definition of a “medical device.”\nIn certain circumstances, software applications and their corresponding platforms are considered medical devices when they are intended\nto be used for one or more medical purposes and are consequently regulated by the FDA. Determining whether a product meets the definition\nof a medical device requires assessment of both design and intended use. Intended use of a product is determined by the intent of the\nmanufacturer as evidenced by the design of the product and the product labeling. Labeling is a broad term that includes marketing and\nadvertising claims. The FDA’s regulatory approach toward digital health technologies is set forth in both regulations and guidance\ndocuments. This requires analyzing (1) whether a product meets the FDA’s definition of a medical device and, if it does, (2) whether\nit is carved out from active regulation by one of the FDA’s digital health “enforcement discretion” policies. In general,\nthe FDA’s overarching approach is to apply its regulatory oversight in a risk-based manner to only software functions deemed to\nmeet the definition of medical devices (i.e., those intended for the diagnosis of disease or other conditions, or the cure, mitigation,\ntreatment, or prevention of disease) and whose functionality could create patient safety risks in the event of a malfunction.

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In\nthe United States, medical devices are subject to extensive regulation at the federal level by the FDA under the Federal Food, Drug, and\nCosmetic Act (“FDCA”) and its implementing regulations. The laws and regulations govern, among other things, medical device\ndesign and development, pre-clinical and clinical testing, pre-market clearance, authorization or approval, establishment registration\nand product listing, product manufacturing, product packaging and labeling, product storage, advertising and promotion, product distribution,\nrecalls and field actions, servicing and post-market clinical surveillance. A number of U.S. states also impose licensing and compliance\nregimes on companies that manufacture or distribute prescription devices into or within the state.

If\nour products are marketed for clinical monitoring or therapeutic uses, they could be regulated by the FDA as medical devices. It is presently\nunclear what level of risk the agency would assign to such products, what special controls may be imposed on such products (if any), and\nwhat regulatory requirements would be applicable to such products.

Regulation\nUnder the FTC

The\nFederal Trade Commission (“FTC”) also oversees the advertising and promotion of our products pursuant to broad authority to\npolice deceptive advertising for goods or services within the United States. Under the Federal Trade Commission Act, the FTC is empowered,\namong other things, to

\n \n \n \n \n

(a)

prevent unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce;

\n \n \n \n \n

(b)

seek monetary redress and other relief for conduct injurious to consumers; and

\n \n \n \n \n

(c)

gather and compile information and conduct investigations relating to the organization, business, practices, and management of entities engaged in commerce. In the context of performance claims for products such as iDoc’s goods and services, compliance with the FTC Act includes ensuring that there is scientific data to substantiate the claims being made, that the advertising is neither false nor misleading, and that any user testimonials or endorsements of the Company or its agents disseminate related to the goods or services comply with disclosure and other regulatory requirements. In addition, with respect to the Company’s commercial products and any future products that are marketed as clinical products, the FDA’s regulations applicable to medical device products prohibit them from being promoted for uses not within the scope of a given product’s intended use(s), among other promotional and labeling rules applicable to products subject to the FDCA.

Further,\nmedical device systems that include wireless radio frequency transmitters and/or receivers are subject to equipment authorization requirements\nin the United States. The Federal Communications Commission (“FCC”) requires advance clearance of all radio frequency devices\nbefore they can be sold or marketed in the United States. These clearances ensure that the proposed products comply with FCC radio frequency\nemission and power level standards and will not cause interference.

Properties

Our\nprincipal executive offices are located at 980 N Federal Hwy #304, Boca Raton, FL 33432, and our telephone number is (561) 672-7068. Our\nwebsite can be found at https://vseehealth.com/.

Furthermore,\niDoc has physical operations in Boston, Massachusetts and Houston, Texas. Such office locations for personnel are contracted via short-term\nleases.

Employees and Human Capital Management

We\ncurrently have approximately 209 full-time equivalent employees and contractors, of which approximately 93 are board certified practicing\nphysicians. Particularly, iDoc has an experienced team of board-certified neurointensivists and radiologists, cardiac specialty trained\nintensivists, and medical intensivists that treat and coordinate care for acutely ill patients 24/7 in the neurointensive Care Unit (NICU),\ncardiac intensive care unit, and medical intensive care unit. None of our employees are represented by a labor union.

Human\ncapital management is critical to our ongoing business success, which requires investing in our people. Our aim is to create a highly\nengaged and motivated workforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities\nfor growth and development. We are an equal opportunity employer and we are fundamentally committed to creating and maintaining a work\nenvironment in which employees are treated with respect and dignity. All human resources policies, practices and actions related to hiring,\npromotion, compensation, benefits and termination are administered in accordance with the principles of equal employment opportunity and\nother legitimate criteria without regard to race, color, religion, sex, sexual orientation, gender expression or identity, ethnicity,\nnational origin, ancestry, age, mental or physical disability, genetic information, any veteran status, any military status or application\nfor military service, or membership in any other category protected under applicable laws.

An\neffective approach to human capital management requires that we invest in talent, development, culture and employee engagement. We aim\nto create an environment where our employees are encouraged to make positive contributions and fulfill their potential.

Our\nBoard is also actively involved in reviewing and approving executive compensation, selections and succession plans so that we have leadership\nin place with the requisite skills and experience to deliver results the right way.

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MANAGEMENT

Executive Officers and Directors

The following\ntable provides information regarding our executive officers and directors:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Title
Imoigele Aisiku	54	Chief Executive Officer and Chairman
Jerry Leonard	58	Chief Financial Officer and Secretary
Kevin Lowdermilk	62	Director
Colin O’Sullivan	52	Director
Cydonii V. Fairfax	53	Director
David L. Wickersham	56	Director

Imoigele Aisiku is\nthe CEO and Chairman of the Board of the Company and has served in such capacities since June 2026. Dr. Aisiku previously served as co-Chief\nExecutive Officer until June 2026, as the chairman of the Board from June 2024 until November 2025 and as a director from November 2025\nuntil June 2026. Dr. Aisiku founded iDoc in February 2014 and has been the CEO of iDoc since its founding. Dr. Aisiku\nis also a full Professor and the Chair of Stony Brook Emergency Department. Dr. Aisiku has been practicing in the field of telemedicine\nfor over 15 years and has consulted on telemedicine development nationally and internationally. Dr. Aisiku is board certified\nin Emergency Medicine, Internal Medicine Critical Care, and Neurocritical care. He did his medical school training at the University\nof Massachusetts and his emergency medicine and critical care training at Emory University. His neurocritical care training was at Washington\nUniversity in St. Louis. He received his MBA from Emory University.

Jerry Leonard is\nthe Chief Financial Officer of the Company. He has served as the CFO of iDoc since March 2021 and as CFO of the Company since the\nBusiness Combination Closing in June 2024. Prior to his position with iDoc, Mr. Leonard was the Vice President of Finance from January 2010\nto June 2021 within the Asset Management business of Voya Financial, Inc. (NYSE: Voya). Preceding his role at Voya, he held\nvarious finance leadership positions at IBM and Colgate Palmolive (NYSE: IBM, CL). He started his career in Public Accounting at Arthur\nAndersen and PricewaterhouseCoopers. In March 2026, Mr. Leonard founded ClearBridgeCFO, an Atlanta-based fractional CFO and financial\ntransformation firm serving companies between $5M-$100M in revenue, with deep specialization in Healthcare/Telehealth and SaaS/Tech. Mr. Leonard\nis a Certified Public Accountant. Mr. Leonard received his MBA from Emory University and a BBA in Accounting from Baruch College\nin New York City.

Kevin Lowdermilk has\nserved as a Class II independent director of the Board since the Business Combination Closing in June 2024. Mr. Lowdermilk has over\n30 years of executive leadership experience. Currently, he is the CEO and CFO of Vaya Space, a hybrid rocket propulsion and small\nsatellite launch company and has served in those positions since February 2023. Prior to Vaya Space, between March 2016 and July 2022,\nhe was the CFO of CFO Strategic Partners, a company that provides outsourced CFO services to small and medium-sized business and nonprofit\nentities. Mr. Lowdermilk’s past executive leadership experience also includes serving as the CEO of ISO Group, Inc. -\na defense and aerospace supply chain company, serving as the CFO and then CEO of Exostar - a SaaS company with a focus on the aerospace\nand defense sector, and serving as the Vice President of Finance for a multi-national aerospace division of Rolls-Royce Holdings PLC\nin North America. He has also held board positions for a number of private companies across a variety of industries. Between 2009 and\n2015, he was a board member of Global Healthcare Exchange, LLC (“GHX”) and chaired the board’s compensation committee\nthrough the sale of GHX to Thomas Bravo, LP. He has also served as an independent board member and the chair of the audit committee\nof EagleNXT (NYSE: UAVS) since October 2025. He earned his undergraduate degree in Economics from Western Kentucky University and his\nMBA from Ball State University.

Colin O’Sullivan has\nserved as a Class II independent director of the Board since the Business Combination Closing in June 2024. Colin O’Sullivan has\nnearly 25 years of executive healthcare leadership experience. He is currently the Executive Vice President of Cornerstone Healthcare\nGroup and has served in that capacity since June 2014. Cornerstone owns and operates fifteen specialty acute hospitals, nine senior\nliving facilities, behavioral health hospital and rehabilitation division across seven states. Prior to Cornerstone, Mr. O’Sullivan\nwas a senior executive in multiple healthcare companies including Lifecare Management Services, Regency Hospital Company, Coastal Carolinas\nHealthcare Alliance and others. He began his career in the US Air Force and was an Officer Candidate School Graduate from the U.S. Air\nForce Academy of Military Science. He earned his Doctor of Healthcare Administration from Central Michigan University, his Master of Healthcare\nManagement from Marshall University, and his BS in Business Administration from Concord University in West Virginia.

Cydonii V. Fairfax has\nserved as a Class III independent director of the Board since July 2024. Ms. Fairfax is a legal and compliance executive with significant\nexperience advising on corporate governance, finance, litigation and regulatory compliance matters in highly regulated industries. Her\nbroad legal experience draws upon over 25 years of practice at leading institutions in both public and private sectors. Ms. Fairfax\ncurrently serves and has served since 2017 as Executive Vice President of the Metropolitan Transit Authority of Harris County, Texas (“Metro”),\nwhere she works extensively with senior management, board members and other stakeholders to structure and implement innovative transit\nsolutions and capital projects. Additionally, Ms. Fairfax oversees the development of strategies and systems to manage risk and ensure\nadherence to legal and regulatory requirements. She has also served as Metro’s general counsel, directing and managing all legal\naffairs. Prior to joining Metro, Ms. Fairfax was Senior Vice President and Deputy General Counsel of American Capital, Ltd.\n(NASDAQ: ACAS), a publicly-traded private equity firm and global asset manager where she oversaw corporate governance for the fund group\nand advised on corporate transactions. Ms. Fairfax also practiced corporate and securities law at Arnold & Porter in Washington,\nD.C. Ms. Fairfax holds a Bachelor of Science degree in Finance from the University of Maryland and a Juris Doctor from Harvard Law\nSchool.

David L. Wickersham has\nserved as a Class III independent director of the Board since July 2024. Mr. Wickersham is the Chief Executive Officer and founder\nof Progressive Pipeline Management, which was started in 2002. Mr. Wickersham has over twenty-five years of experience in emergency\nresponse management and utility infrastructure rehabilitation. Mr. Wickersham holds a Bachelor of Science degree in Marine Transportation\nfrom the U.S. Merchant Marine Academy and served as an U.S. Veteran of the first Gulf War in Operation Desert Shield/Storm.

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Board Leadership Structure and Role in\nRisk Oversight

Our\nbusiness and affairs are managed under the direction of our Board. Our Amended Charter and our\nAmended and Restated Bylaws provide that the Board shall consist of a number fixed by the Board. Currently, the Board consists of five\n(5) members. The Board is divided into three classes with only one class of directors being elected in each year and each class (except\nfor those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Upon\nthe expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term\nat the annual meeting of stockholders in the year in which their term expires. The Class I director consists of Imoigele Aisiku\nand his term will expire at the 2028 annual meeting of stockholders. The Class II directors consist of Mr. Kevin Lowdermilk and Mr.\nColin O’Sullivan and their term will expire at the 2029 annual meeting of stockholders. The Class III directors consist of\nMs. Cydonii V. Fairfax and Mr. David L. Wickersham and their term will expire at the 2027 annual meeting of stockholders.

The\nCompany’s Corporate Governance Guidelines provides our Board with flexibility to select the appropriate leadership structure at\na particular time based on what our Board determines to be in the best interests of the Company. The Company’s Corporate Governance\nGuidelines provide that our Board has no established policy with respect to combining or separating the offices of chairman of the Board\nand principal executive officer. Currently, Dr. Aisiku, our Chief Executive Officer, serves as Chairman of our Board. Our Board determined\nthat, at the present time, having our Chief Executive Officer also serving as the Chairman of our Board provides us with optimally effective\nleadership and is in our best interests and those of our stockholders. Our Board believes that Dr. Aisiku’s years of management\nexperience in our industry as well as his extensive understanding of our business, operations and strategy make him well qualified to\nserve as Chairman of our Board.

Our\nBoard has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible\nfor general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, cybersecurity\nrisks and operational risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive\ncompensation plans and arrangements. Our audit committee is responsible for overseeing the management of our risks relating to accounting\nmatters and financial reporting. Our nominating and corporate governance committee is responsible for overseeing the management of our\nrisks associated with the independence of our Board and potential conflicts of interest. While each committee is responsible for evaluating\ncertain risks and overseeing the management of such risks, our entire Board is regularly informed through discussions from committee members\nabout such risks. Our Board believes its administration of its risk oversight function has not affected our Board’s leadership structure.

Board Oversight of Cybersecurity

As\na smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific\nprotocols in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted\ncomprehensive risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments\nor services.

Given\nour current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However,\nwe recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other\ncybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt\nour business operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

We\nare in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This\nincludes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments\nand developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size,\ncomplexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

In\naddition, our Board will oversee any cybersecurity risk management framework and a dedicated committee of our Board or\nan officer appointed by our Board will review and approve any cybersecurity policies, strategies and risk management practices.

Despite\nour efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed\nby cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity\nmeasures in response to emerging threats.

For\na discussion of potential cybersecurity risks affecting us, please refer to the “Risk Factors” section.

Director Independence

We\nhave determined that each of Kevin Lowdermilk, Colin O’Sullivan, Cydonii V. Fairfax and David L. Wickersham are independent directors\nunder the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, we considered the current\nand prior relationships that each non-employee director has with the Company and its subsidiaries, and all other facts and circumstances\nthat we deemed relevant in determining independence, including the beneficial ownership of our Common Stock by each non-employee director,\nand the transactions involving them described in the section entitled “Certain Relationships and Related Transactions.”

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Committees of the Board of Directors

The\nstanding committees of our Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation\nCommittee”), and a Nominating and Corporate Governance Committee (the “Nominating Committee”). The Audit Committee,\nCompensation Committee, and the Nominating Committee report to the Board.

Audit Committee

Our\nAudit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and following consists of Kevin\nLowdermilk, Colin O’Sullivan and Cydonii V. Fairfax, each of whom are independent directors and are “financially literate”\nas defined under the Nasdaq listing standards. Kevin Lowdermilk serves as chairman of the Audit Committee. We have determined that Kevin\nLowdermilk qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

The\naudit committee’s duties are specified in our Audit Committee Charter, which is available on the Company’s website at www.vseehealth.com.\nThe information on this website is not part of this registration statement of which this prospectus is a part.

Compensation\nCommittee

Our\nCompensation Committee consists of Kevin Lowdermilk and David L. Wickersham. The chair of our Compensation Committee is David L. Wickersham.\nWe have determined that each of Kevin Lowdermilk and David L. Wickersham is independent under Nasdaq listing standards and is a “non-employee\ndirector” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee’s duties are specified\nin our Compensation Committee Charter, which is available on the Company’s website at www.vseehealth.com. The information\non this website is not part of this registration statement of which this prospectus is a part.

Nominating\nand Corporate Governance Committee

Our\nNominating and Corporate Governance Committee consists of Kevin Lowdermilk, Colin O’Sullivan and Cydonii V. Fairfax. The chair of\nour nominating and corporate governance committee is Cydonii V. Fairfax. We have determined that each of Kevin Lowdermilk, Colin O’Sullivan\nand Cydonii V. Fairfax is independent under Nasdaq listing standards. The nominating and corporate governance committee’s duties\nare specified in our Nominating and Corporate Governance Committee Charter, which is available on the Company’s website at www.vseehealth.com.\nThe information on this website is not part of this registration statement of which this prospectus is a part.

Code of Business Conduct and Ethics

We have adopted a Code of\nBusiness Conduct and Ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities\nlaws, a copy of which is on the Company’s website at www.vseehealth.com. The Company will make a printed copy of the Code of Business\nConduct and Ethics available to any stockholder upon request. Requests for a printed copy may be directed to: VSee Health, Inc.,\n980 N Federal Hwy #304 Boca Raton, FL 33432, Attention: Corporate Secretary.

If\nwe amend or grant a waiver of one or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements\nunder Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct\nand Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the\nrequired information on the Company’s website at www.vseehealth.com. The information on this website is not part of\nthis registration statement of which this prospectus is a part.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following\ntable shows information concerning the annual compensation received by our named executive officers (“NEOs”) for the year\nended December 31, 2025 and 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

						Stock	All Other
			Salary		Bonus	Awards	Compensation		Total
Name and Position	Year		($)		($)	($)⁽¹⁾	($)		($)
Imoigele P. Aisiku		2025		200,000		192,000		192,000		—	584,000
Chief Executive Officer and Chairman		2024		215,000		—		—		—	215,000
Milton Chen		2025		200,000		100,000		—		—	300,000
Former Co- Chief Executive Officer and Former Chairman⁽²⁾		2024		120,000		—		—		—	120,000
Jerry Leonard		2025		250,000		200,000		258,950		—	708,950
Senior Vice President, and Chief Financial Officer		2024		250,000		—		—		—	250,000

\n\n\n\n

(1)	The\nCompany provided stock awards to Imoigele P. Aisiku and Jerry Leonard during the year ended December 31, 2025, as part of their annual\nand retroactive compensation (Refer Note 12 of our Notes to the Financial Statements for the year ended December 31, 2025 herein for\ndetails).

\n\n

(2)

Mr. Chen resigned as co-Chief\nExecutive Officer and as Chairman of the Board in June 2026.

Narrative Disclosure to Summary Compensation\nTable

Employment Agreements

There\nare currently no written employment agreements with our NEOs.

Compensation\nPhilosophy

The\npolicies with respect to the compensation of our executive officers are administered by the Compensation Committee of our Board. The compensation\npolicies of our Compensation Committee of our Board are intended to be designed to provide for compensation that is sufficient to attract,\nmotivate and retain executives and to establish an appropriate relationship between executive compensation and the creation of stockholder\nvalue.

Our\nBoard and the Compensation Committee may utilize the services of third parties from time to time in connection with the recruiting, hiring\nand determination of compensation awarded to executive employees.

Option Re-pricings

We\nhave not engaged in any option re-pricings or other modifications to any of our outstanding equity awards to our NEOs during fiscal years\n2025 and 2024.

Payments Upon Termination\nor Change in Control

None\nof our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control.

Retirement Plans

The\nCompany sponsors a defined contribution 401(k) retirement savings plan covering substantially all employees. Eligible employees may contribute\na portion of their compensation, subject to limitations under the Internal Revenue Code. The Company matches employee contributions at\na rate of 100% of the matched employee Contributions that are not in excess of 1% of eligible plan compensation, plus 50% of the amount\nof the matched employee contributions that exceed 1% of eligible plan compensation but that do not exceed 6% of eligible plan compensation.\nEmployer matching contributions totaled $74,923 and $19,828 for the years ended December 31, 2025, and 2024, respectively.

VSee Health, Inc. 2024 Equity Incentive Plan

The\nstockholders approved and adopted the VSee Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to be effective\nas of one day prior to the closing Business Combination. The 2024 Plan provides for an initial share reserve equal to 15% of the\nnumber of shares of Common Stock outstanding (including shares of Company Common Stock issuable upon conversion of the outstanding Series\nA Preferred Stock) following the closing after giving effect to the Business Combination.

VSee Health, Inc. 2025 Equity Incentive\nPlan

The stockholders approved\nand adopted the VSee Health, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) on December 30, 2025. The 2025 Plan provides\nfor an initial share reserve equal to 31,918 shares of Common Stock and the number of shares of Common Stock available for issuance under\nthe 2025 Plan automatically increases on January 1st of each year commencing January 1, 2026 and on each January 1 thereafter\nuntil the completion of the term of the 2025 Plan, so that the amount of shares of Common Stock issuable under the 2025 Plan will be equal\nto fifteen percent (15%) of the total number of outstanding shares of Common Stock as of December 31st of the preceding calendar year.

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Securities Authorized for Issuance Under\nEquity Compensation Plans

The\nfollowing table provides information as of December 31, 2025, regarding our compensation plans under which equity securities are authorized\nfor issuance:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Plan category	Number of \nSecurities to \nbe Issued \nUpon \nExercise of \nOutstanding \nOptions, \nWarrants \nand Rights		Weighted \nAverage \nExercise \nPrice of \nOutstanding \nOptions, \nWarrants and \nRights			Number of \nSecurities \nRemaining \nAvailable \nfor Future \nIssuance \nUnder Equity \nCompensation \nPlans (Excluding \nSecurities \nReflected \nin Column (a))
	(a)		(b)			(c)
Equity compensation plan approved by security holders		10,046		$	968.80		21,756
Equity compensation plans not approved by security holders		—			—		—
Total		10,046		$	968.80		21,756

Non-Employee Director Compensation

The\nfollowing table sets forth information concerning our non-employee directors compensation for services during the year ended December\n31, 2025. All compensation that we paid to our employee directors is set forth in the table in “Executive Compensation —\nCompensation of Named Executive Officers.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽⁶⁾ ($)			Option Awards ($)		All Other Compensation ($)	Total
Kevin Lowdermilk ⁽¹⁾	$	40,000		$	60,000		$	-	$	-	$	100,000
Colin O’Sullivan ⁽²⁾	$	40,000		$	60,000		$	-	$	-	$	100,000
Scott Metzger ⁽³⁾	$	40,000		$	60,000		$	-	$	-	$	100,000
Cydonii V. Fairfax ⁽⁴⁾	$	40,000		$	60,000		$	-	$	-	$	100,000
David L. Wickersham ⁽⁵⁾	$	40,000		$	60,000		$	-	$	-	$	100,000
Total	$	200,000		$	300,000		$	-	$	-	$	500,000

\n\n

(1)

Mr.\nLowdermilk has served as a member of our board of directors since June 2024.

\n\n

(2)

Mr.\nO’Sullivan has served as a member of our board of directors since June 2024.

\n\n

(3)

Mr.\nMetzger has served as a member of our board of directors from June 2024 to August 2026.

\n\n

(4)

Ms.\nFairfax has served as a member of our board of directors since July 2024.

\n\n

(5)

Mr.\nWickersham has served as a member of our board of directors since July 2024.

\n\n

(6)

The\nCompany provided stock awards to the non-employee directors during the year ended December 31, 2025, as part of their annual compensation\n(Refer Note 12 our Notes to the Financial Statements for the year ended December 31, 2025 herein for details).

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PRINCIPAL STOCKHOLDERS

The following table sets forth\ncertain information regarding the beneficial ownership of our Common Stock as of September 30, 2026 (the “Beneficial Ownership Date”)\nby:

\n \n \n \n \n

●

each person known by us to be a beneficial owner of more than 5% of our outstanding Common Stock;

\n \n \n \n \n

●

each of our directors and director nominees;

\n \n \n \n \n

●

each of our named executive officers; and

\n \n \n \n \n

●

all directors and executive officers as a group.

Beneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes\nsecurities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting\nof restricted stock units, within 60 days of the Beneficial Ownership Date. Shares subject to warrants or options that are currently\nexercisable or exercisable within 60 days of the Beneficial Ownership Date or subject to restricted stock units that vest within\n60 days of the Beneficial Ownership Date are considered outstanding and beneficially owned by the person holding such warrants, options\nor restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for\nthe purpose of computing the percentage ownership of any other person.

Except\nas described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each\nperson listed above has sole voting and investment power with respect to such shares.

The beneficial ownership of\nour securities is based on 806,078 shares of Common Stock issued and outstanding as of the Beneficial Ownership Date.

Company Common Stock

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and Address of Beneficial Owner	Number of Shares of Common Stock of the Company Beneficially Owned			% of Class
Five Percent Holders of the Company
Armistice Capital, LLC⁽¹⁾		50,989	⁽²⁾		5.95	%
Directors and Named Executive Officers of the Company
Imoigele Aisiku		67,251			8.34	%
Jerry Leonard		15,831			1.96	%
Kevin Lowdermilk		1,360			*
Colin O’Sullivan		1,360			*
Cydonii V. Fairfax		1,357			*
David L. Wickersham		14,846			1.84	%
All Directors and Executive Officers of the Company as a group (6 individuals)		102,005			12.65	%

\n\n

Less\nthan one percent (1%)

\n\n

(1)

The\nbusiness address of Armistice Capital, LLC is 510 Madison Avenue, 7^th Floor, New York, NY 10022

\n\n

(2)

Armistice\nCapital, LLC is the owner of warrants which are subject to a 9.99% beneficial ownership limitation provision contained therein. Armistice\nCapital, LLC is the investment manager of Armistice Capital Master Fund Ltd. (the \"Master Fund\"), the direct holder of the\nsecurities, and pursuant to an Investment Management Agreement, Armistice Capital, LLC exercises voting and investment power over the\nsecurities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the\nMaster Fund. Steven. Boyd, as the managing member of Armistice Capital, LLC, may be deemed to beneficially own the securities of the\nCompany held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly\nheld by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice\nCapital, LLC.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other\nthan compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar\ntransactions, since January 1, 2024, to which we were a party or will be a party, in which:

\n \n \n \n \n

●

the amounts involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years; and

\n \n \n \n \n

●

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

See\n“Executive Compensation” for a description of certain arrangements with our executive officers and directors.

Related Party Transactions

With\nthe exception of the compensation arrangements for our named executive officers and directors, which are describe above, and the transactions\nset forth below, we were not a party to any related party transactions during the year ended December 31, 2025 or since December 31,\n2025, and there are no currently proposed related-party transaction that is under consideration by us.

In\nconnection with the securities purchase agreement by and among DHAC, VSee Lab, iDoc and an institutional accredited investor (the “Bridge\nInvestor”) dated October 5, 2022, DHAC entered into a registration rights agreement dated October 5, 2022 and as amended further\non January 22, 2024 with the Bridge Investor who is also an investor in our Sponsor, which provides that DHAC would file a registration\nstatement to register the shares of Common Stock underlying the (i) Bridge Warrants (as defined below), (ii) the bridge commitment\nshares, (iii) the shares of Common Stock issuable pursuant to the Bridge Notes (as defined below) and the Additional Bridge\nNotes and any anti-dilution or any remedies provisions of the Bridge Note and the Additional Bridge Notes; and (iv) any securities\nissued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event no later than 30 calendar days\nafter the Business Combination Closing. Such obligation was fulfilled on about July 26, 2024 when the registration statement on Form S-1\n(File No. 333-280845) for registering such shares was declared effective by the SEC.

On March 28, 2024, iDoc issued\nand sold a secured convertible promissory note in the principal amount of $224,000 (the “Note”) to Mr. David L. Wickersham\nwho became a member of the Company’s board of directors on July 17, 2024. Interest is accrued at $2,000 per month. The Note was\nfully satisfied and paid off by the issuance of 1,425 shares of Common Stock to Mr. Wickersham on the maturity date of June 30, 2024.

In connection with the execution\nof the Second Business Combination Agreement, DHAC, along with VSee and iDoc, the target companies in the Business Combination, entered\ninto a securities purchase agreement with the Bridge Investor, who was also an investor in the Sponsor, pursuant to which DHAC, VSee and\niDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the\naggregate principal amount of $2,222,222 (the “Bridge Notes”). The Bridge Notes bear a guaranteed interest at a rate\nof 10.00% per annum and are convertible into shares of DHAC common stock under certain conditions described below. In connection with\nthe purchase of the Bridge Notes, DHAC issued the investor (i) 2,174 warrants, each representing the right to purchase one share\nof DHAC common stock at an initial exercise price of $920.00, subject to certain adjustments and as amended on November 8, 2024 (the “Bridge\nWarrants”) and (ii) 375 shares of DHAC common stock.

On\nJune 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC (“SCS”), who is an affiliate of the Sponsor,\npursuant to which we shall pay SCS $12,500 per month for business consulting services. The Consulting Services Agreement shall continue\nfor twelve (12) months and shall automatically continue on a six-month term basis thereafter unless terminated by either party.

Pursuant\nto the a convertible note purchase agreement (the “Quantum Purchase Agreement”), DHAC entered into with an institutional and\naccredited investor (the “Quantum Investor”) on November 21, 2023, pursuant to which the Quantum Investor subscribed for and\npurchased, and DHAC issued and sold to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory\nnote (the “Quantum Note”), the Company entered into a registration rights agreement with the Quantum Investor on July 9,\n2024, pursuant to which it agreed to register the shares of Common Stock underlying the Quantum Note.

Pursuant\nto the amended and restated Conversion SPAs executed on February 13, 2024, DHAC agreed to provide registration rights to the Bridge\nInvestor and Tidewater Ventures, LLC with respect to the shares of Common Stock issuable upon conversion of certain notes assumed by the\nCompany (the “Assumed Notes”) following the Business Combination Closing. With respect to the Bridge Investor, such obligation\nwas fulfilled on about July 26, 2024 when the registration statement on Form S-1 (File No. 333-280845) for registering shares\nissued to the Bridge Investor under the respective Conversion SPAs was declared effective by the SEC.

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On\nNovember 8, 2024, SCS and the Company executed a securities purchase agreement whereby certain working capital funds in the aggregate\namount of $405,000 previously advanced by SCS to the Company were converted into 2,531 shares of Common Stock. After the execution of\nthe securities purchase agreement, approximately $52,000 of working capital advances from the Sponsor and certain Sponsor affiliates\nremains due and payable. The Company determined that the partial settlement of the working capital advances represented a troubled debt\nrestructuring, as the Company determined it was experiencing financial difficulties and the lender granted a concession through the exchange\nfor shares of Common Stock. Under the troubled debt restructuring accounting, the Company reduced the carrying amount of the working\ncapital funds advances by the fair value of the shares of Common Stock issued ($261,225) and then compared the future undiscounted cash\nflows associated with the working capital advances to the carrying value. The Company determined an additional $143,775 reduction in\nthe carrying value was necessary to equate it to the future undiscounted cash flows, representing a gain on restructuring. As SCS is\na related party to the Company, the restructuring gain was treated as a capital transaction and recorded to additional paid in capital\nalong with the fair value of the shares of Common Stock issued in the settlement.

On December 31, 2024, the\nCompany entered into the Ascent Purchase Agreement with Ascent, who is an affiliate of the Bridge Investor. Pursuant to the Ascent Purchase\nAgreement, the Company agreed to issue Ascent the Ascent Note in the aggregate original principal amount of $2,000,000, which was\nsecured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Ascent Note bears interest at\na rate of 10.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $160.00 per share.\nThe Ascent Note is convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date.

In\nconnection with the Ascent Purchase Agreement, the Company and Ascent, who is also an affiliate of the Bridge Investor, entered into a\nregistration rights agreement on September 30, 2024, which provides that the Company will file a registration statement to register (i) the\nshares of Common Stock underlying the Ascent Note; (ii) the shares of Common Stock issuable as interest or principal on the Ascent\nNote; (iii) the shares of Common Stock issuable upon exercise in full of all the Ascent Warrants; (vi) 1,250 shares of Common\nStock as commitment shares; (v) the shares of Common Stock issuable pursuant to any anti-dilution or any remedies provisions of the\nAscent Note and the Ascent Warrants; and (vi) any securities issued or then issuable upon any stock split, dividend or other\ndistribution, recapitalization or similar event.

On\nMarch 28, 2024, iDoc issued and sold a secured convertible promissory note in the principal amount of two hundred twenty-four thousand\n($224,000) (the “Note”) to Mr. David L. Wickersham, a member of our Board. The Note was fully satisfied and paid\noff by the issuance of 1,425 shares of the Company Common Stock to Mr. Wickersham on the maturity date.

On\nJune 5, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Milton Chen, the Company’s\nformer co-Chief Executive Officer and former Chairman of the Board and the Chief Executive Officer of VSee Lab. Pursuant to the Purchase\nAgreement, Mr. Chen agreed to purchase, and the Company agreed to sell to Mr. Chen, on the May 31, 2026 (the “Closing Date”),\nall of the equity securities of VSee Lab (the “VSee Lab Stock”), free and clear of all liens and encumbrances. Under the Purchase\nAgreement, Mr. Chen is solely responsible for causing the Company to satisfy any and all indebtedness and other liabilities of VSee Lab\nthat are not paid as of the closing contemplated by the Purchase Agreement (the “Closing”) and the Company will have no obligation\nwith respect thereto. Notwithstanding, the Company will retain, pay, perform and discharge and remain solely responsible for, any and\nall liabilities, obligations or commitments of VSee Lab or relating to the ownership or operation of VSee Lab related to any period, event,\ncircumstance or condition occurring prior to the Closing Date, including any liabilities relating to taxes for any and all taxes attributable\nto any taxable period ending on or before the Closing Date and the portion through the Closing Date for any taxable period that includes,\nbut does not end, on the Closing Date, other than sales and use taxes accrued at the company level, which will remain an obligation of\nVSee Lab, regardless of the time period of when such obligation were incurred and except to the extent expressly assumed by Mr. Chen pursuant\nto the Purchase Agreement. In consideration for the VSee Lab Stock and the mutual release of liability set forth in the Purchase Agreement,\nMr. Chen agreed to transfer to the Company all of the Common Stock of the Company that he owned, or 35,876 shares of Common Stock.

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Policies and Procedures\nfor Related Party Transactions

We\nhave adopted a related person transaction policy that sets forth its procedures for the identification, review, consideration and approval\nor ratification of related person transactions.

For\npurposes of the Company’s policy only, a related person transaction is a transaction, arrangement or relationship, or any series\nof similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants\nin which the amount involved exceeds $120,000. Transactions involving compensation for services provided to the Company as an employee\nor director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of\nany class of the Company’s voting securities and any of their respective immediate family members and any entity owned or controlled\nby such persons.

Under\nthe policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person\ntransaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to\nconsummation, the Company’s management must present information regarding the related person transaction to the Company’s\naudit committee, or, if audit committee approval would be inappropriate, to another independent body of the Board, for review, consideration\nand approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct\nand indirect, of the related persons, the benefits to the Company of the transaction and whether the transaction is on terms that are\ncomparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the\npolicy, the Company will collect information that the Company deems reasonably necessary from each director, executive officer and, to\nthe extent feasible, significant stockholder to enable the Company to identify any existing or potential related-person transactions and\nto effectuate the terms of the policy. In addition, under the Company’s Code of Conduct that the Company expects to adopt prior\nto the Business Combination Closing, the Company’s employees and directors will have an affirmative responsibility to disclose any\ntransaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions,\nthe Company’s audit committee, or other independent body of the Board, will take into account the relevant available facts and circumstances\nincluding, but not limited to:

\n \n \n \n \n

●

the risks, costs and benefits to the Company;

\n \n \n \n \n

●

the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

\n \n \n \n \n

●

the availability of other sources for comparable services or products; and

\n \n \n \n \n

●

the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The\npolicy requires that, in determining whether to approve, ratify or reject a related person transaction, the Company’s audit committee,\nor other independent body of the Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent\nwith, the Company’s best interests and those of the Company’s stockholders, as the Company’s audit committee, or other\nindependent body of the Board, determines in the good faith exercise of its discretion.

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DESCRIPTION OF CAPITAL STOCK

The\nfollowing summary of the material terms of securities of VSee Health, Inc. is not intended to be a complete summary of the rights\nand preferences of such securities and is qualified by reference to our certificate of incorporation, as amended (“Amended Charter”),\nand our Bylaws (“Bylaws”), each of which are incorporated by reference as an exhibit to the registration statement of which\nthis prospectus is a part, and certain provisions of Delaware law. We urge you to read each of our Amended Charter and Bylaws described\nherein in their entirety for a complete description of the rights and preferences of our securities.

Authorized and Outstanding\nCapital Stock

We\nare authorized to issue 110,000,000 shares. The total number of shares of Common Stock that we are authorized to issue is 100,000,000,\nhaving a par value of $0.0001 per share, and the total number of shares of Preferred Stock that we are authorized to issue is 10,000,000,\nhaving a par value of $0.0001 per share. The Series A Preferred Certificate of Designation authorizes the issuance of 6,500 shares\nof Series A Preferred Stock. The Series B Preferred Certificate of Designation authorizes the issuance of 2,000 shares of Series\nB Preferred Stock. As September 30, 2026, our issued and outstanding capital stock consists of approximately 806,078 shares of Common\nStock, 121.698 shares of Series A Preferred Stock and 0 shares of Series B Preferred Stock.

Common Stock

Voting\nRights

Except\nas otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter\nsubmitted to a vote of stockholders and shall be entitled to one (1) vote for each share of Common Stock of the Company held of record\nby such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law,\nholders of Common Stock of the Company, as such, shall not be entitled to vote on any amendment to this Amended Charter (including any\nCertificate of Designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions\nthereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either\nseparately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended Charter (including\nany Certificate of Designation) or pursuant to the DGCL.

Subject\nto the rights of any holders of any outstanding series of Preferred Stock of the Company, the number of authorized shares of Common Stock\nof the Company may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of\nthe holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of\nthe DGCL.

No\nPreemptive or Similar Rights

Our\nCommon Stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions.

Dividend\nRights

Subject\nto applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock of the Company, the holders\nof Common Stock of the Company, as such, shall be entitled to the payment of dividends on the Common Stock of the Company when, as and\nif declared by the Board in accordance with applicable law.

Liquidation,\nDissolution and Winding Up

Subject\nto the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock of the Company, in the event of\nany liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that\nmay be legally distributed to the Company’s stockholders shall be distributed among the holders of the then outstanding Common Stock\nof the Company pro rata in accordance with the number of shares of Common Stock of the Company held by each such holder.

Preferred Stock

The\nAmended Charter provides that shares of preferred stock of the Company may be issued from time to time in one or more series, each of\nsuch series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance\nof such series adopted by the Board as hereinafter provided.

The\nBoard has authority from time to time to issue the preferred stock in one or more series, and in connection with the creation of any such\nseries, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation\nrelating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of\nsuch series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating,\noptional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend\nrights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of\nshares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to\nthe fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions\nproviding for the creation and issuance of any series of preferred stock of the Company may provide that such series shall be superior\nor rank equally or be junior to any other series of preferred stock of the Company to the extent permitted by law and this Amended Charter\n(including any Certificate of Designation). Except as otherwise required by law, holders of any series of preferred stock of the Company\nshall be entitled only to such voting rights, if any, as shall expressly be granted thereto by the Amended Charter (including any Certificate\nof Designation).

The\nnumber of authorized shares of preferred stock of the Company may be increased or decreased (but not below the number of shares thereof\nthen outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the\nprovisions of Section 242(b)(2) of the DGCL.

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Series A\nPreferred Stock

As\nof September 30, 2026, 121.698 shares of Series A Preferred Stock are outstanding

Authorized\nShares, Par Value

Pursuant\nto the Series A Preferred Certificate of Designation, we authorized 6,500 Series A Convertible Preferred Shares, par value $0.0001.

Ranking

The\nSeries A Preferred Stock rank senior to the Common Stock with respect to rights on dividends, distribution of assets on any voluntary\nor involuntary liquidation, and dissolution or winding up of the affairs of the Company.

Dividends

Holders\nof the Series A Preferred Stock participate on dividends and any other distributions of the Company’s assets as if such holder\nhad held the number of shares of Common Stock acquirable upon complete conversion of the Series A Preferred Stock immediately prior\nto the date on which a record is taken for such dividend or distribution, subject to certain limitations on beneficial ownership.

Conversion\nRights

The\nnumber of shares of Common Stock into which the Series A Preferred Stock are convertible (the “Conversion Rate”) is equal\nto the Conversion Amount divided by the initial conversion price of $800.00 (the “Conversion Price”), subject to adjustment.\n“Conversion Amount” means, with respect to each share of Series A Preferred Stock, the stated value.

The\nSeries A Preferred Stock is convertible upon the earlier of (i) twelve (12) months after the issuance of the Series A\nPreferred Stock or (ii) the date on which no shares of Series A Preferred Stock remain outstanding, into Common Stock at the\nConversion Rate (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events\nof a similar nature that increase or decrease the number of shares of Series A Preferred Stock outstanding).

The\nConversion Price of the Series A Preferred Stock is subject to reset in the event the holders convert all or any part of the Series A\nPreferred Stock at the Alternate Conversion Price. “Alternate Conversion Price” means the lowest of (i) the applicable\nconversion price as in effect on the applicable conversion date of the applicable alternate conversion, and (ii) the greater of (x) the Floor\nPrice (as defined below) and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for\neach of the three (3) trading days with the lowest VWAP of the Common Stock during the ten (10) consecutive trading day\nperiod ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice,\ndivided by (II) three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or\nsimilar transaction.

“Floor\nPrice” means $800.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events);\nprovided, that after the Resale Adjustment Date (as defined below), the Floor Price shall be lowered to $400.00 (as adjusted for\nstock splits, stock dividends, stock combinations, recapitalizations and similar events); provided further, upon any Price Adjustment\nReset, the Floor Price shall be lowered to $160.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations\nand similar events).

Any\nconversion will be settled only in shares of Common Stock; provided, that the Company shall not effect any conversion to the extent that\nafter giving effect to such conversion, the converting holder would beneficially own in excess of 4.99% of the Common Stock outstanding\nimmediately after giving effect to the conversion.

Purchase\nRights

If\nat any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities\nor other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),\nthen each holder of Series A Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the\naggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable\nupon complete conversion of all the Series A Preferred Shares held by such holder immediately prior to the date as of which the record\nholders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; subject to certain limitations\non beneficial ownership.

Other\nCorporate Events

Prior\nto the consummation of any “Fundamental Transaction,” defined to include a merger, change or control, transfer of all or substantially\nall equity of the company, or sale of 50% or more of the Company’s outstanding shares of Common Stock, pursuant to which holders\nof shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock\n(a “Corporate Event”), the Company shall make appropriate provision to ensure that each holder of Series A Preferred\nStock will thereafter have the right, at such holder’s option, to receive upon a conversion of all the Series A Preferred Stock\nheld by such holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets\n(the “Corporate Event Consideration”) to which such holder would have been entitled with respect to such shares of Common\nStock had such shares of Common Stock been held by such holder upon the consummation of such Corporate Event (without taking into account\nany limitations or restrictions on the convertibility of the Series A Preferred Stock) or (ii) in lieu of the shares of Common\nStock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in\nconnection with the consummation of such Corporate Event in such amounts as such holder of Series A Preferred Stock would have been\nentitled to receive had the Series A Preferred Stock held by such holder initially been issued with conversion rights for the form\nof such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion\nRate.

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Rights\nUpon Issuance of Other Securities; Adjustment of Conversion Price upon Subdivision or Combination of Common Stock

If\nthe Company at any time subdivides (or combines) one or more classes of its outstanding shares of Common Stock into a greater (or lesser)\nnumber of shares, the Conversion Price will be proportionately reduced but in no event will the conversion price of the Series B be increased.

Adjustment\nof Conversion Price

The\nCompany may, with the prior written consent of the holders of Series A Preferred Stock, reduce the Conversion Price to any amount\nand for any period of time deemed appropriate by the Board.

On\nthe later (such later date, the “Resale Adjustment Date”) of (A) the 90th calendar day after the initial issuance\nof the Series A Preferred Stock and (B) the earlier of (x) the initial date the shares of Common Stock issuable upon conversion\nof the Series A Preferred Stock are eligible to be resold by the holders pursuant to Rule 144 or (y) the date a registration\nstatement registering the resale by the holders of all shares of Common Stock issuable upon conversion of the Series A Preferred\nStock is declared effective by the SEC, as applicable, if the Conversion Price then in effect is greater than the Resale Adjustment Price\n(as defined below), on the Resale Adjustment Date, the Conversion Price shall automatically adjust downward to the Resale Adjustment Price.

On\nthe earlier (such earlier date, the “Price Adjustment Date”) to occur after the Resale Adjustment Date of (A) such date\nthe VWAP of the Common Stock for each trading day during a period of ten (10) consecutive trading days is less than $400.00\n(as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) or (B) the first anniversary\nof the issuance of the Series A Preferred Stock, as applicable, if the Conversion Price then in effect is greater than $160.00 (as\nadjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) on the Price Adjustment Date, the\nConversion Price shall automatically adjust downward to the Resale Adjustment Price (each, a “Price Adjustment Reset”).

“Resale\nAdjustment Price” means, with respect to any Resale Adjustment Date that price which shall be the lowest of (i) the applicable\nConversion Price as in effect on the applicable Resale Adjustment Date, and (ii) the greater of (x) the Floor Price and\n(y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) Trading\nDays with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading\nDay immediately preceding the applicable Resale Adjustment Date, divided by (II) three (3) (such period, the “Resale Adjustment\nMeasuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination,\nreclassification or similar transaction that proportionately decreases or increases the Common Stock during such Resale Adjustment Measuring\nPeriod.

Rights\nUpon Fundamental Transactions

Pursuant\nto the Series A Preferred Certificate of Designation, the Company shall not be party to a Fundamental Transaction, defined to include\na merger, change or control, transfer of all or substantially all equity of the company, or sale of 50% or more of the Company’s\noutstanding shares of Common Stock, unless the successor entity assumes in writing all obligations of the Company under the Series A\nPreferred Certificate of Designation and the Series A Securities Purchase Agreement Transaction Documents, and such successor entity\nshall issue upon conversion or redemption of the Series A Preferred Stock shares of the publicly traded common stock (or their equivalent)\nof the successor entity had all the Series A Preferred Stock of the holder been converted immediately prior to the Fundamental Transaction.

Voting\nRights

The\nholders of Series A Preferred Stock are entitled to vote with shareholders of Common Stock, together as a single class, with a number\nof votes per share equal to the number of shares of Common Stock into which such holders’ Series A Preferred Stock is then\nconvertible. Series A Preferred Stock are entitled to certain consent rights on matters related to the authorization of any adverse\nchange to the powers, preferences, or special rights of the Series A Preferred Stock set forth in the Amended Charter or Bylaws,\nand shall have voting rights as required by law.

Additionally,\nwithout first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the\nholders of the Series A Preferred Stock, the Company shall not amend or repeal any provision of, or add any provision to, its Amended\nCharter or Bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such\naction would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the\nbenefit of the Series A Preferred Stock, regardless of whether any such action shall be by means of amendment to the Amended Charter\nor by merger, consolidation or otherwise.

Purchase\nRights

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Redemption

At\nany time, the Company may optionally redeem the Series A Preferred Stock in cash at a price equal to the 100% of the Conversion Amount.

Reservation\nRequirements

So\nlong as any Series A Preferred Stock remains outstanding, the Company shall at all times reserve at least 200% of the number of shares\nof Common Stock as shall from time to time be necessary to effect the conversion of all Series A Preferred Stock then outstanding.

Liquidation

In\nthe event of the liquidation of the Company, the holders of Series A Preferred Stock shall be entitled to receive in cash out of\nthe assets of the Company, whether from capital or from earnings available for distribution to its stockholders, before any amount shall\nbe paid to the holders of any of shares of junior and shall receive an amount per share of Series A Preferred Stock equal to the\namount per share such holder would receive if such holder converted its Series A Preferred Stock into Common Stock immediately prior\nto the date of such payment.

Amendments

The\nSeries A Preferred Certificate of Designation may be amended by the affirmative vote of the holders of Series A Preferred Stock\nvoting as a separate class, and the stockholder approval as required pursuant to the DGCL and the Amended Charter.

Series B\nPreferred Stock

As\nof September 30, 2026, 0 shares of Series B Preferred Stock are outstanding.

Authorized\nShares, Par Value

Pursuant\nto the Series B Preferred Certificate of Designation, we authorized 2,000 Series B Convertible Preferred Shares, par value $0.0001.

Ranking

The\nSeries B Preferred Stock rank (i) senior to the Common Stock, and any other class or series of capital stock of the Company creates hereafter,\nthe terms of which specifically provide that such class or series shall rank junior to the Series B Preferred Stock (“Junior Securities”),\n(ii) on parity with the Company’s outstanding Series A Preferred Stock as well as any class or series of capital stock of the Company\ncreated specifically ranking by its terms on parity with the Series B Preferred Stock (“Parity Securities”), and (iii) junior\nto any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to the Series B Preferred\nStock.

Dividends

Holders\nof the Series B Preferred Stock participate on dividends and any other distributions of the Company’s assets as if such holder\nhad held the number of shares of Common Stock acquirable upon complete conversion of the Series B Preferred Stock immediately prior\nto the date on which a record is taken for such dividend or distribution, subject to certain limitations on beneficial ownership.

Conversion\nRights

The\nnumber of shares of Common Stock into which the Series B Preferred Stock are convertible (the “Conversion Rate”) is equal\nto the Stated Value of the shares of Series B Preferred Stock held divided by the $52.00 (the “Series B Conversion Price”),\nsubject to adjustment. The Series B Preferred Stock are convertible at any time after the Manatt Gross Proceeds from the sale of\nManatt Shares is less than $2.3 million.

Any\nconversion will be settled only in shares of Common Stock; provided, that the Company shall not effect any conversion to the extent that\nafter giving effect to such conversion, the converting holder would beneficially own in excess of 9.99% of the Common Stock outstanding\nimmediately after giving effect to the conversion.

Purchase\nRights

If\nat any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities\nor other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),\nthen each holder of Series B Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the\naggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable\nupon complete conversion of all the Series B Preferred Shares held by such holder immediately prior to the date as of which the record\nholders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; subject to certain limitations\non beneficial ownership.

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Automatic\nCancellation

When\nthe Manatt Gross Proceeds equals or exceeds $2.3 million, any outstanding Manatt Shares, Series B Shares and shares of Series B Preferred\nStock will be automatically cancelled and returned to the Company.

Rights\nUpon Issuance of Other Securities; Adjustment of Conversion Price upon Subdivision or Combination of Common Stock

Adjustment\nof Conversion Price

The\nCompany may, with the prior written consent of the holders of Series B Preferred Stock, reduce the Conversion Price to any amount\nand for any period of time deemed appropriate by the Board.

Voting\nRights

The\nholders of Series B Preferred Stock are entitled to notice of all stockholder meetings at which holders of Common Stock shall be\nentitled to vote. Except as otherwise provided in the Certificate of Designation of Preferences, Rights and Limitations of the Series\nB Preferred Stock, or as otherwise required by the DGCL, the holders of Series B Preferred Stock shall have no voting rights.

Purchase\nRights

If\nat any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities\nor other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),\nthen each holder of Series B Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the\naggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable\nupon complete conversion of all the Series A Preferred Shares held by such holder immediately prior to the date as of which the record\nholders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; subject to certain limitations\non beneficial ownership.

Reservation\nRequirements

So\nlong as any Series B Preferred Stock remains outstanding, the Company shall at all times reserve not less than such aggregate number\nof shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7 of the Series B\nCOD) upon the conversion of the then outstanding shares of Series B Preferred Stock (assuming any such conversions are made without regard\nto any limitations on conversion set forth in the Series B COD).

Liquidation

Upon\nany liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series B Preferred Stock\nshall be entitled to receive out of the assets legally available for distribution to stockholders, prior and in preference to any distribution\nof any of the assets or surplus funds of the Company to the holders of the Common Stock and Junior Securities and pari passu with\nany distribution to holders of Parity Securities, an amount equal to the Stated Value of for each share of Series B Preferred Stock and\nan amount equal to any accrued and unpaid dividends thereon, and thereafter holders of Series B Preferred Stock shall be entitled to receive\nout of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series\nB Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth in the Series B COD).

Warrants

IPO\nWarrants

As\nof the date of this prospectus, 143,750 Public Warrants and 6,963 private placement warrants are outstanding (collectively, the “IPO\nWarrants”). Each whole IPO Warrant entitles the registered holder to purchase one share of Common Stock at a price of $920.00 per\nshare, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination.\nHowever, no IPO Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares\nof Common Stock issuable upon exercise of the IPO Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding\nthe foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants is not effective\nwithin 90 days following the consummation of the Business Combination, warrant holders may, until such time as there is an effective\nregistration statement and during any period when we shall have failed to maintain an effective registration statement, exercise IPO Warrants\non a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption\nis available. If that exemption, or another exemption, is not available, holders will not be able to exercise their IPO Warrants on a\ncashless basis. In such event, each holder would pay the exercise price by surrendering the IPO Warrants for that number of shares of\nCommon Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the IPO\nWarrants, multiplied by the difference between the exercise price of the IPO Warrants and the “fair market value” (defined\nbelow) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale\nprice of the shares of Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise. The\nWarrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time,\nor earlier upon redemption or liquidation.

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The\nprivate placement warrants are identical to the Public Warrants.

We\nmay call the IPO Warrants for redemption, in whole and not in part, at a price of $0.80 per warrant,

\n \n \n \n \n

●

at any time after the IPO Warrants become exercisable;

\n \n \n \n \n

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

\n \n \n \n \n

●

if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $1,440.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the IPO Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

\n \n \n \n \n

●

if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such IPO Warrants.

The\nright to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption. On\nand after the redemption date, a record holder of an IPO Warrants will have no further rights except to receive the redemption price for\nsuch holder’s IPO Warrant upon surrender of such warrant.

The\nredemption criteria for our IPO Warrants have been established at a price which is intended to provide warrant holders a reasonable premium\nto the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price\nso that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the\nexercise price of the IPO Warrants.

If\nwe call the IPO Warrants for redemption as described above, our management will have the option to require all holders that wish to exercise\nIPO Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the IPO\nWarrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares\nof Common Stock underlying the IPO Warrants, multiplied by the difference between the exercise price of the IPO Warrants and the “fair\nmarket value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean\nthe average reported last sale price of the shares of Common Stock for the five (5) trading days ending on the third (3rd) trading\nday prior to the date on which the notice of redemption is sent to the holders of IPO Warrants.

The\nIPO Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as\nwarrant agent, and us. The warrant agreement provides that the terms of the IPO Warrants may be amended without the consent of any holder\nto cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of at\nleast 50% of the then outstanding Public Warrants, in order to make any change that adversely affects the interests of the registered\nholders.

The\nexercise price and number of shares of Common Stock issuable on exercise of the IPO Warrants may be adjusted in certain circumstances\nincluding in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However,\nexcept as described below, the IPO Warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective\nexercise prices.

In\naddition, if (x) we issue additional shares of Common Stock or equity-linked securities for capital raising purposes in connection\nwith the Business Combination Closing at an issue price or effective issue price of less than $736.00 per share (with such issue price\nor effective issue price to be determined in good faith by the Board, and in the case of any such issuance to our sponsor, initial stockholders\nor their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross\nproceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of\nour initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the\nMarket Value is below $736.00 per share, the exercise price of the IPO Warrants will be adjusted (to the nearest cent) to be equal to\n115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of Common Stock or equity-linked\nsecurities, and the $1,440.00 redemption trigger price will be adjusted to 180% of this amount.

The\nIPO Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant\nagent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full\npayment of the exercise price, by certified or official bank check payable to us, for the number of IPO Warrants being exercised. The\nwarrant holders do not have the rights or privileges of holders of shares of Common Stock and any voting rights until they exercise their\nIPO Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the IPO Warrants, each\nholder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

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Warrant\nholders may elect to be subject to a restriction on the exercise of their IPO Warrants such that an electing warrant holder would not\nbe able to exercise their IPO Warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in\nexcess of 9.8% of the shares of Common Stock outstanding.

No\nfractional shares will be issued upon exercise of the IPO Warrants. If, upon exercise of the IPO Warrants, a holder would be entitled\nto receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Common\nStock to be issued to the warrant holder.

Subject\nto applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought\nand enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we\nirrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This\nprovision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal\ndistrict courts of the United States of America are the sole and exclusive forum.

Bridge\nWarrants

DHAC\nexecuted the Bridge Securities Purchase Agreement with the Bridge Investor pursuant to which, among other things, DHAC issued to the Bridge\nInvestor warrants exercisable for 2,174 shares of Common Stock of the Company (collectively, the “Bridge Warrants”).

Exercise

The\nBridge Warrants are exercisable for shares of Common Stock of the Company at a price of $920.00 per share of Common Stock (the “Exercise\nPrice”) and expire at 5:30 p.m. Pacific Time five years after the date of issuance (the “Expiration Date”).\nA holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would\nown more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice\nfrom the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99% of the number\nof shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined\nin accordance with the terms of the warrants, as amended.

Cashless\nExercise

If\nat any time after the date of issuance of the Bridge Warrants there is no effective registration statement available for the resale of\nshares of Common Stock held by the holder, then in lieu of exercising the Bridge Warrant by payment of cash or check, the holder may elect\nto receive the number of shares of Common Stock equal to the value of the Bridge Warrant, or the portion thereof being exercised, by surrender\nof the Bridge Warrant to the Company or its transfer agent, after which the holder will receive shares of Common Stock in accordance with\nthe following formula:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Where,	X	=	The number of shares of Common Stock to be issued to the holder;

	Y	=	The number of shares of Common Stock for which the Bridge Warrant is being exercised;

	A	=	The fair market value of one share of Common Stock; and

	B	=	The Exercise Price.

No\nFractional Shares

In\nlieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise\nPrice multiplied by such fraction

No\nRights of Shareholders

Except\nas provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder of the Company.

Reservation\nof Common Stock

Taxes

All\nshares that may be issued upon the exercise of rights represented by the Bridge Warrants and payment of the Exercise Price will be free\nfrom all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously\nor otherwise specified in the Bridge Warrants).

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Adjustments

Prior\nto the Expiration Date, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of the Bridge Warrants\nare subject to adjustment from time to time upon the occurrence of any of the following events:

(a) In\nthe event that the Company shall at any time after the date of issuance of the Bridge Warrants (i) declare a dividend on Common Stock\nin shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding\nCommon Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities\nof the Company, then, in each such event, the Exercise Price in effect at the time shall be adjusted so that the holder shall be entitled\nto receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled\nto receive after the happening of any of the events described above had such Bridge Warrant been exercised immediately prior to the happening\nof such event (or any record date with respect thereto).

(b) No\nadjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant shall be required unless such adjustment\nwould require an increase or decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable upon exercise of\nall Bridge Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account in\nany subsequent adjustment.

(c) If\nat any time, as a result of an adjustment, the holder of any Bridge Warrant thereafter exercised shall become entitled to receive any\nshares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any\nBridge Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions\nwith respect to the Common Stock receivable upon execution of the Bridge Warrant.

(d) Whenever\nthe Exercise Price payable upon exercise of each Bridge Warrant is adjusted, the Warrant Shares shall be adjusted by multiplying the number\nof shares of Common Stock receivable upon execution of the Bridge Warrant immediately prior to such adjustment by a fraction, the numerator\nof which shall be the Exercise Price in effect immediately prior to such adjustment, and the denominator of which shall be the Exercise\nPrice as adjusted.

(e) In\nthe event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation\nof the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the\nCompany as, or substantially as, an entirety to any other corporation, each Bridge Warrant shall, after such capital reorganization, reclassification\nof Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company, be exercisable,\nupon the terms and conditions specified in the Bridge Warrant, for the number of shares of stock or other securities or assets to which\nholder of the number of shares of Common Stock purchasable upon exercisable of such Bridge Warrant immediately prior to such capital organization,\nreclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital organization, reclassification\nof Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to or\nsimultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation\nor merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the\nobligation to deliver to holder of each Bridge Warrant the shares of stock, securities or assets to which, in accordance with the foregoing\nprovisions, such holder may be entitled and all other obligations of the Company under the Bridge Warrant.

(f) If\nthe Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities\n(any such securities, “Variable Price Securities”) after the issuance of the Bridge Warrants that are issuable pursuant to\nsuch agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with\nthe market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such\nformulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions)\n(each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide\nnotice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after\nthe date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not\nthe obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of the Bridge Warrant by\ndesignating in the exercise form delivered upon any exercise of the Bridge Warrant that solely for purposes of such exercise the holder\nis relying on the Variable Price rather than the Exercise Price then in effect.

(g) In\ncase any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would\nresult in an unfair enlargement or dilution of the purchase rights represented by the Bridge Warrants in accordance with the essential\nintent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment,\nif any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution,\nthe purchase rights presented by the Bridge Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described\ntherein.

Governing\nLaw

The\nBridge Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of\nconflicts of law. The Company and the holders of the Bridge Warrants consent to the exclusive jurisdiction of the federal courts of the\nUnited States sitting in Delaware.

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Extension\nWarrants

DHAC\nexecuted the Extension Securities Purchase Agreement with the lender pursuant to which, among other things, DHAC issued to the lender\nwarrants exercisable for 326 shares of Common Stock of the Company (collectively, the “Extension Warrants”).

Exercise

The\nBridge Warrants are exercisable for shares of Common Stock of the Company at a price of $920.00 per share of Common Stock (the “Exercise\nPrice”), and expire at 5:30 p.m. Pacific Time five years after the date of issuance (the “Expiration Date”).

Cashless\nExercise

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Where,	X	=	The number of shares of Common Stock to be issued to the holder;

	Y	=	The number of shares of Common Stock for which the Bridge Warrant is being exercised;

	A	=	The fair market value of one share of Common Stock; and

	B	=	The Exercise Price.

No\nFractional Shares

In\nlieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise\nPrice multiplied by such fraction

No\nRights of Shareholders

Except\nas provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder of the Company.

Reservation\nof Common Stock

Taxes

Adjustments

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Governing\nLaw

The\nExtension Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles\nof conflicts of law. The Company and the holders of the Extension Warrants consent to the exclusive jurisdiction of the federal courts\nof the United States sitting in Delaware.

September 2024\nWarrants / Ascent Warrants

VSee\nexecuted the Ascent Purchase Agreement pursuant to which, among other things, the Company issued to Ascent warrants exercisable for 9,259\nshares of Common Stock of the Company (collectively referred in this section, the “September 2024 Warrants”).

Exercise

The\nSeptember 2024 Warrants are exercisable for shares of Common Stock of the Company at a price of $180.00 per share of Common Stock\n(the “Exercise Price”), and expire at 5:00 p.m. Eastern Time five years after the date of issuance (the “Expiration\nDate”). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that\nthe holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’\nprior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99%\nof the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership\nis determined in accordance with the terms of the warrants, as amended.

Cashless\nExercise

If\nat any time after the date of issuance of the September 2024 Warrants there is no effective registration statement available for\nthe resale of shares of Common Stock held by the holder, then in lieu of exercising the September 2024 Warrant by payment of cash\nor check, the holder may elect to receive the number of shares of Common Stock equal to the value of the September 2024 Warrant,\nor the portion thereof being exercised, by surrender of the September 2024 Warrant to the Company or its transfer agent, after which\nthe holder will receive shares of Common Stock in accordance with the following formula:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Where,	X	=	The number of shares of Common Stock to be issued to the holder;
	Y	=	The number of shares of Common Stock for which the September 2024 Warrant is being exercised;
	A	=	The fair market value of one share of Common Stock; and
	B	=	The Exercise Price.

No\nFractional Shares or Scrip

In\nlieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise\nPrice multiplied by such fraction

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No\nRights of Shareholders

Except\nas provided in the September 2024 Warrant, the September 2024 Warrant, by itself and prior to exercise, does not entitle its\nholder to any rights of a shareholder of the Company.

Reservation\nand Listing of Common Stock

During\nthe term the September 2024 Warrants are exercisable, the Company shall reserve from its authorized and unissued Common Stock a sufficient\nnumber of shares to provide for the issuance of Common Stock upon the exercise of the September 2024 Warrant and, from time to time,\nwill take all steps necessary to amend its Amended Charter to provide sufficient reserves of shares of Common Stock issuable upon exercise\nof the September 2024 Warrants. The Company shall also maintain the listing or quotation of such Common Stock on any date at least\nequal to the amount of Common Stock reserved on such date on the Nasdaq Capital Market or other trading market for such Common Stock.

Taxes

All\nshares that may be issued upon the exercise of rights represented by the September 2024 Warrants and payment of the Exercise Price\nwill be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring\ncontemporaneously or otherwise specified in the September 2024 Warrants).

Adjustments

Prior\nto the Expiration Date, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of the September 2024\nWarrants are subject to adjustment from time to time upon the occurrence of any of the following events:

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(a).

Stock Dividends, Stock Splits, Combinations and Reorganizations. If the Company shall, at any time after the date hereof, (i) declare a dividend on shares of Common Stock payable in other securities or indebtedness of the Company or any other Person (“New Investments”), (ii) split or subdivide the outstanding shares of Common Stock, (iii) combine the outstanding Shares of Common Stock into a smaller number of shares, (iv) issue by reclassification of its Shares of Common Stock any New Investment of the Company, (v) complete any capital reorganization of the Company, whether or not such reclassification directly or indirectly affects the underlying securities or results in New Investments being issued to holders of underlying securities, (vi) complete any reclassification of the underlying securities (other than a reclassification referred to in clause (iv) above), (vii) complete a business combination of the Company into any other person, whether by consolidation, merger or transfer of substantially all assets of the Company, whether or not such combination result in holders of underlying securities receiving New Investments then, for each such event, the Exercise Price then in effect, as well as, where applicable, the type and number of Shares of Common Stock issuable hereunder, shall be adjusted so as to ensure that the holder shall remain entitled, at the Exercise Price applicable prior to such adjustment, to receive the kind and number of Shares of Common Stock and all such New Investments of the Company which the Holder would have been entitled to receive after any such event had such September 2024 Warrant been exercised in full immediately prior to any such event (or, if applicable, any record date with respect thereto). Each such adjustment shall become effective immediately after the effective date of the event, retroactive to the record date, if any, for such event. The Company shall not engage in any such transaction resulting in the holders of underlying securities receiving New Investments issued by any person other than the Company unless, prior to or simultaneously with the consummation thereof, such other assumes, by written instrument, the obligations of the Company hereunder (jointly and severally with the Company if the Company survives such event). The provisions of this clause (a) shall continue to apply to successive events covered hereby. At any time after which, as a result of an adjustment made pursuant to the terms of the September 2024 Warrant, the Holder becomes entitled to receive any New Investments that are not underlying securities, the term “Warrant Securities” hereunder shall be deemed include such New Investments, and the exercise price and number of such New Investments receivable hereunder shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the original Shares of Common Stock contained in the terms of the September 2024 Warrant, and all other provisions of this warrant that apply to the Shares of Common Stock shall apply on like terms to such New Investments. Similarly, the term “underlying securities” hereunder shall be deemed to include all securities and indebtedness of the type of such New Investments.

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(b).

Issuance at Less than Exercise Price.

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Issuance of Underlying Securities. If and whenever on or after the Issue Date, the Company grants, issues or sells, or in accordance with the terms of the September 2024 Warrant is deemed to have granted, issued or sold, (A) any underlying securities (including the issuance or sale of shares of underlying securities owned or held by or for the account of the Company, but excluding any exempt issuance) for a consideration per share that is less than the Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale or (B) (1) any stock equivalents of underlying securities or (2) any options to purchase (or any other contractual obligation of the Company to grant, issue or sell) underlying securities or stock equivalents thereof (“Acquisition Rights”), in each case for which, at the time of such grant, issuance or sale, the lowest possible consideration per share required to be paid by the holder thereof to acquire one share of underlying securities pursuant to such acquisition rights (net of any payment made by any Company or any Company party to the holder of such acquisition rights or to any other person pursuant to such acquisition rights) is less than the Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale (all of the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price shall be adjusted in accordance with the following formula:

CP2\n= CP1 * (A+B) / (A+C), where:

CP2\n= New Exercise Price

CP1\n= Exercise Price in effect immediately prior to new issue

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A =

Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding Common Stock, all shares of outstanding preferred stock on an as-converted basis, and all outstanding options on an as-exercised basis; and does not include any convertible securities converting into this round of financing)

\n \n \n \n \n

B =

Aggregate consideration received by the Company with respect to the new issue divided by CP1

\n \n \n \n \n

C =

Number of shares of stock issued in the subject transaction

Except\nas expressly stated in this clause (b), no further adjustment to the Exercise Price shall be made upon the issuance of such underlying\nsecurities, the exercise of such options or otherwise pursuant to the terms of, or upon the issuance of such shares of Common Stock upon\nconversion, exercise or exchange of such stock equivalents. If the Company takes a record of underlying securities for the purpose of\nentitling the holder thereof (x) to receive a dividend or other distribution payable in underlying securities, other securities,\nindebtedness or acquisition rights or (y) to subscribe for or purchase shares of underlying securities, other securities, indebtedness\nof acquisition rights, then such record date will, for the purposes of this warrant, be deemed to be the date of the issuance or sale\nof the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution\nor the date of the granting of such subscription right.

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Change in Price, Term or Rate of Conversion. If there is any change at any time in the term or in the consideration required to be paid by any holder of acquisition rights to acquire underlying securities or in the rate at which any acquisition rights are convertible into or exercisable or exchangeable into underlying securities (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in the September 2024 Warrant, or changes in conversion or exercise prices or the terms thereof, as applicable, in connection with the certain promissory note held by Dominion and promissory note issued pursuant to the Securities Purchase Agreement dated September 30, 2024), the Exercise Price in effect at the time of such increase or decrease shall be adjusted at the time of such change as if such acquisition rights had been issued, granted or sold at the time of such change, with such change deemed to be effective. No adjustment pursuant to this Section 4(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

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Calculation of Consideration Received. If any acquisition right is granted, issued or sold in connection with the issuance or sale or deemed issuance or sale of any other securities or indebtedness of the Company (as determined by the Holder, the “Primary Security”, and together with such acquisition rights, each a “Unit”), in one integrated transaction, the aggregate consideration per share of underlying security with respect to such unit issuance, grant or sale shall be deemed to be the lower of (x) the purchase price of such unit, (y) the lowest possible consideration per share required to be paid by the holder thereof to acquire one share of underlying securities in connection with the acquisition rights that are part of such unit (net of any payment made by any Company or any Company party to the holder of such acquisition rights or to any other person pursuant to such acquisition rights) and (z) the lowest VWAP (as defined below) of the shares of underlying securities on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such grant, issue or sale (for the avoidance of doubt, if such public announcement is released prior to the opening of a trading market on a trading day, such trading day shall be the first trading day in such five trading day period and if this warrant is exercised, on any given exercise date during any such adjustment period, solely with respect to such portion of this warrant exercised on such applicable exercise date, such applicable adjustment period shall be deemed to have ended on, and included, the trading day immediately prior to such exercise date). If part of the consideration for the issuance, grant or sale of any underlying security or any acquisition rights is not cash, the amount of such non-cash consideration received by the company parties and their subsidiaries shall be the fair value of such consideration; provided, that the fair value of any publicly-traded securities included in such consideration shall be deemed to be, for purposes of this clause (b), the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt of such securities by such Company Parties or such Subsidiaries. If any underlying securities or acquisition rights are issued to the owners of a non-surviving entity in connection with any merger with the Company in which the Company is the surviving entity, the consideration therefor will be deemed to be the fair value of the net assets and business of the non-surviving entity. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such valuation event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

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“VWAP” means, for or as of any date for any security, the following:

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the Dollar volume-weighted average price for such Security on the Principal Trading Market for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average); or

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if Bloomberg does not report such a price, the Dollar volume-weighted average price of such Security in the over-the-counter market on the electronic bulletin board for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg; or

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if no Dollar volume-weighted average price is reported for such Security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such Security on such date as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); or

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if the VWAP cannot be calculated for such Security on such date on any of the foregoing bases, the VWAP of such Security on such date shall be the fair market value as mutually determined by the Company and the Holder.

All\nsuch determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other\nsimilar transaction during such period.

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(c).

If necessary, the provisions set forth in this warrant with respect to the rights thereafter of the holders of the warrants shall be appropriately adjusted so as to be applicable, as nearly as they may reasonably be, to any other securities, indebtedness and other assets thereafter deliverable on the exercise of the warrants.

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(d).

No adjustment in the number of Shares of Common Stock shall be required under this warrant unless such adjustment would require an increase or decrease of at least 0.1% in the aggregate number of Shares of Common Stock purchasable hereunder; provided that any adjustments are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, that notwithstanding the foregoing, all adjustments so carried-forward shall be made no later than three (3) years from the date of the first event that would have required an adjustment but for requirement under this warrant.

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(e).

In case any event shall occur as to which the other provisions of this warrant are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the September 2024 Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give its opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established in this warrant, necessary to preserve, without enlargement or dilution, the purchase rights presented by the September 2024 Warrants. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the registered holders of the September 2024 Warrants and shall make the adjustment described therein.

Governing\nLaw

The\nSeptember 2024 Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles\nof conflicts of law. The Company and the holders of the September 2024 Warrants consent to the exclusive jurisdiction of the federal\ncourts of the United States sitting in Delaware.

Armistice\nWarrants

As\nof the date of this prospectus, 245,902 Armistice Warrants are outstanding. The following summary of certain terms and provisions of the\nArmistice Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Armistice Warrants, the\nform of which is filed as an exhibit to this Registration Statement. Prospective investors should carefully review the terms and provisions\nof the form of Armistice Warrant for a complete description of the terms and conditions thereof.

Duration\nand Exercise Price

Each\nArmistice Warrant has an exercise price of $48.80 per share and will be exercisable beginning on the immediately following receipt of\nstockholder approval for the issuance of the Armistice Warrants and the shares of Common Stock underlying the Armistice Warrant (the “Initial\nExercise Date”). The exercise price and number of shares of Common Stock issuable upon exercise of the Armistice Warrants is subject\nto appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock\nand the exercise price. The Armistice Warrants will expire on the five-year anniversary of the Initial Exercise Date.

We\nintend to promptly, and in no event later than 90 days after the closing of the Armistice Private Offering, seek stockholder approval\nfor the issuance of the Armistice Warrants and shares of Common Stock issuable upon exercise of the Armistice Warrants but we cannot assure\nyou that such stockholder approval will be obtained. We have agreed with the investors in this offering that, if we do not obtain stockholder\napproval for the issuance of the Armistice Warrants and the shares of Common Stock upon exercise of the Armistice Warrants at the first\nstockholder meeting called for purposes of such stockholder approval, we will call a stockholder meeting every 90 days thereafter until\nthe earlier of the date we obtain such approval or the Armistice Warrants are no longer outstanding.

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Exercisability

The\nArmistice Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise\nnotice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise. A holder (together with\nits affiliates) may not exercise any portion of the Armistice Warrant to the extent that the holder would own more than 4.99% (or, at\nthe election of the purchaser prior to the issuance of the Armistice Warrants, 9.99%) of the outstanding Common Stock immediately after\nexercise. Upon notice from the holder to us, the holder may increase or decrease the amount of beneficial ownership of outstanding Common\nStock after exercising the holder’s Armistice Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately\nafter giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Armistice Warrants\nand in accordance with the rules and regulations of the SEC, provided that any increase in the beneficial ownership limitation shall\nnot be effective until 61 days following notice to us.

Cashless\nExercise

If,\nat the time a holder exercises its Armistice Warrants, a registration statement registering the issuance of the shares of Common Stock\nunderlying the Armistice Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in\nlieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price,\nthe holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined\naccording to a formula set forth in the Armistice Warrants.

Fractional\nShares

No\nfractional shares of Common Stock will be issued upon the exercise of the Armistice Warrants. Rather, the number of shares of Common Stock\nto be issued will be rounded up to the next whole share or we will pay a cash adjustment equal to such fraction multiplied by the exercise\nprice to the holder.

Transferability

Subject\nto applicable law, the Armistice Warrant may be transferred, in whole or in part, at the option of the holder upon surrender of the Armistice\nWarrant to us together with a written assignment of the Armistice Warrant, substantially in the form attached thereto and funds sufficient\nto pay any transfer taxes payable upon the making of such transfer.

Trading\nMarket

There\nis no trading market available for the Armistice Warrants on any securities exchange or nationally recognized trading system, and we do\nnot expect a trading market to develop. We do not intend to list the Armistice Warrants on any securities exchange or other trading market.\nWithout a trading market, the liquidity of the Armistice Warrants will be extremely limited. The Common Stock issuable upon exercise of\nthe Armistice Warrants is currently listed on the Nasdaq Capital Market.

Right\nas a Shareholder

Except\nas otherwise provided in the Armistice Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders\nof the Armistice Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they\nexercise their Armistice Warrants.

Fundamental\nTransaction

In\nthe event of a Fundamental Transaction (as defined in the Armistice Warrant), which generally includes any reorganization, recapitalization\nor reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,\nour consolidation or merger with or into another person, the acquisition of greater than 50% of our outstanding Common Stock, or any person\nor group becoming the beneficial owner of greater than 50% of the voting power represented by our outstanding Common Stock, the holders\nof the Armistice Warrants will be entitled to receive upon exercise of the Armistice Warrants the kind and amount of securities, cash\nor other property that the holders would have received had they exercised the Armistice Warrants immediately prior to such fundamental\ntransaction. In addition, in the event of a fundamental transaction which is approved by our Board, the holders of the Armistice Warrants\nhave the right to require us or a successor entity to redeem the Warrants for cash in the amount of the Black-Scholes Value (as defined\nin the Warrants) of the unexercised portion of the Warrants on the date of the consummation of the fundamental transaction. In the event\nof a fundamental transaction which is not in our control, including a fundamental transaction not approved by our Board, the holders of\nthe Warrants have the right to require us or a successor entity to redeem the Armistice Warrants for the consideration paid in the fundamental\ntransaction in the amount of the Black-Scholes Value of the unexercised portion of the Armistice Warrants on the date of the consummation\nof the fundamental transaction.

Amendments

The\nArmistice Warrants may be modified or amended with the written consent of the holder of such Warrants and us.

Outstanding\nNotes

Quantum\nNote

Pursuant\nto the Quantum Purchase Agreement, the Company issued and sold to the Quantum Investor on June 25, 2024 and as further amended on\nJuly 3, 2024, a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000, which will\nmature on June 30, 2026. The Quantum Note will bear interest at a rate of 12% per annum and is convertible into shares of Common\nStock of DHAC at (1) an initial fixed conversion price of $800.00 per share, which was re-set to $256.00 per share pursuant to terms\nof the Quantum Note; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days\nimmediately preceding the date of conversion or other date of determination. The Quantum Note will be convertible into fully paid\nand non-assessable shares of Common Stock at any time after the issuance date. The conversion price of the Quantum Note is subject\nto reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance\ndate (the “Average Price”) is less than $800.00, to a price equal to the Average Price but in no event less than $160.00.\nIn addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the

Company\nprovides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day\nthe VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest\nat a rate of 18.00% per annum regardless of early pay or redemption.

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Equity\nPurchase Note

Pursuant\nto the Equity Purchase Agreement, on July 2, 2024, the Company issued to the investor, as a commitment fee for the equity purchase\ntransaction, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of Common Stock at\nan initial fixed conversion price of $800.00 per share. The Equity Purchase Note will be convertible into fully paid and non-assessable\nshares of Common Stock at any time after the original issue date. Commencing at any time after 90 calendar days from the Business\nCombination Closing, which was further extended to December 31, 2024 as agreed by the parties, the holder of the Note may, upon\nfive days prior written notice, require the Company to pay off and satisfy its full obligations only in shares of the Company’s\nCommon Stock at an initial price of $800.00 per share under the note.

October\nConvertible Note

Pursuant\nto the CNPA, the Company issued to the CNPA Investor the October Convertible Note, which has an initial principal amount of $217,391,\nwhich is secured by a security interest granted to the CNPA Investor on all assets of the Company pursuant to the October CN Security\nAgreement. The CNPA Note accrues interest at a rate of 18% per annum; provided that interest for the first eight months accrues immediately\nand is guaranteed. Interest on the CNPA Note may be paid in cash or in Common Stock, as determined by the CNPA Investor, commencing on\nDecember 1, 2025, and the October Convertible Note matures on October 29, 2026. The Company may prepay 100% of the outstanding balance\nof the October Convertible Note at any time the Company is not in default, provided that the Company pays a prepayment fee equal to 10%\nof the outstanding balance.

At\nany time after January 29, 2026, the CNPA Investor may convert any portion of the outstanding balance of the October Convertible Note\ninto Common Stock at a price equal to $38.40 per share (the “CN Conversion Price”), subject to adjustments for dilutive issuances,\nstock splits, defaults, and low volume of the Common Stock, as described further therein. The October Convertible Note may not be converted\nby the CNPA Investor into shares of Common Stock if such conversion would result in the CNPA Investor and its affiliates owning in excess\nof 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable\nupon conversion of the October Convertible Note. The October Convertible Note contains standard and customary events of default and\ncovenants, including that, for as long as the October Convertible Note remains outstanding: (1) the Company is prohibited from entering\ninto a variable rate transaction, (2) the Company is required to provide the CNPA Investor with any more favorable terms granted to any\nfuture purchaser or holder of the Company’s debt or securities and (3) if the Company conducts a Qualified Financing (as defined\nin the October Convertible Note), the Company must prepay the October Convertible Note out of proceeds from the Qualified Financing and/or\nthe Investor may convert the October Convertible Note at the lower of the CN Conversion Price and 75% of the effective price at which\nthe Company issues securities in the Qualified Financing.

June\n2026 Secured Promissory Note

On\nJune 8, 2026, the Company entered into a securities purchase agreement (the “June 2026 SPA”) with an institutional investor\n(the “Holder”). Pursuant to the June 2026 SPA, the Company issued the holder an 8% original issue discount secured promissory\nnote in favor of the Holder, in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the\n“June 2026 Secured Promissory Note”). The June 2026 Secured Promissory Note bears an interest rate of 18% per annum and is\ndue and payable on December 8, 2026. At any time after the issuance date of the Promissory Note (provided that no Event of Default (as\ndefined in the Promissory Note) has occurred), the Company has a right to prepay any portion of the outstanding balance of the Promissory\nNote by paying the Holder a sum of money equal to 100% of the portion being redeemed, together with a prepayment fee equal to ten percent\n(10%) of the amount being prepaid. Moreover, upon receipt by the Company of the proceeds from an equity line of credit financing arrangement\nwith the Holder, the Company is required to repay the entire outstanding balance of the Promissory Note within two (2) business days of\nreceipt of such proceeds. The Promissory Note is secured by certain assets of the Company pursuant to a Security Agreement by and among\nthe Holder and the Secured Parties (as defined therein), which was executed simultaneously with the Promissory Note.

Vanquish\nConvertible Promissory Note Financings

On\nJune 18, 2026, the Company entered into a securities purchase agreement (the “Vanquish SPA”) with an institutional investor\n(“Vanquish”). Pursuant to the Vanquish SPA, the Company issued to Vanquish an unsecured convertible note in the aggregate\nprincipal amount of $295,550 (including the original issue discount of $38,550) (the “Vanquish Note”). The Vanquish\nSPA also permits additional tranches of financings of up to $2,050,000.00 during the twelve (12) months after the date of the Vanquish\nSPA, subject to further agreement by and between the Company and Vanquish. The Vanquish Note is\nsubject to a one-time interest charge of twelve percent (12%) that was applied on the issuance date to the principal balance of the Vanquish\nNote. The Vanquish Note is due and payable on April 15, 2027. The Company has the right to accelerate payments or prepay the Vanquish\nNote in an amount of cash equal to a certain percentage of the then outstanding principal amount of the Vanquish Note plus any accrued\nand unpaid interest on the unpaid amount of the Vanquish Note, which will be based on the date of the prepayment of the Vanquish Note.\nThe Vanquish Note is convertible into shares of the Company’s Common Stock at any time following the last of the following to occur\n(i) the date which is one hundred eighty (180) days following the date of its issuance; and (ii) the occurrence of an Event of Default\n(as defined in the Vanquish Note), except where such conversion would result in beneficial ownership by Vanquish and its affiliates of\nmore than 4.99% of the outstanding shares of Common Stock of the Company. Such beneficial ownership limitation may not be waived by Vanquish.\nThe conversion price of the Vanquish Note is equal to seventy-five percent (75%) of the lowest closing bid price of the Company’s\nCommon Stock as reported by Bloomberg L.P. (“Bloomberg”) over the ten (10) trading days prior to the date a notice of conversion\nis submitted in writing to the Company. The Conversion Price will not be adjusted by a reverse stock split of the Company’s Common\nStock.

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ClearThink\nConvertible Note Financing

On\nJune 22, 2026, the Company entered into a securities purchase agreement (the “ClearThink SPA”) with ClearThink. Pursuant to\nthe ClearThink SPA, the Company issued to ClearThink an unsecured convertible note in the aggregate principal amount of $280,000 (including\nthe original issue discount of $30,000) (the “ClearThink Note”). The ClearThink Note is subject to a one-time interest charge\nof ten percent (10%) that was applied on the issuance date to the principal balance of the ClearThink Note. The ClearThink Note is due\nand payable on June 22, 2027. The Company has the right to accelerate payments or prepay the ClearThink Note in full at any time with\nno prepayment penalty. The ClearThink Note is convertible into shares of the Company’s Common Stock, at any time following the date\nwhich is one hundred eighty (180) days following the date of its issuance, except where such conversion would result in beneficial ownership\nby ClearThink and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company. Such beneficial ownership\nlimitation may not be waived by ClearThink. The conversion price of the ClearThink Note is equal to eighty-five percent (85%) of the lowest\nclosing price of the Company’s Common Stock over the ten (10) trading days prior to the date a notice of conversion is submitted\nin writing to the Company and has a fixed floor price of $0.80. Additionally, if the Company issues any security with any term more favorable\nto ClearThink or with a term in favor of the holder of such security that was not similarly provided to ClearThink in connection with\nthe ClearThink SPA and related ClearThink Note, then ClearThink shall have the option to amend the transaction documents so that such\nfavorable term shall become part of the transaction documents with ClearThink.

Labrys\nConvertible Promissory Note Financing

On\nJune 30, 2026, the Company, entered into a securities purchase agreement (the “Labrys SPA”) with an institutional investor\n(“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in the aggregate\nprincipal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labrys Note is subject\nto a one-time interest charge of twelve percent (12%) that is guaranteed and earned in full as of the issue date of the Labrys Note. The\nLabrys Note is due and payable on June 30, 2027. The Company has the right to accelerate payments or prepay the Labrys Note at any time\nprior to the date that is one hundred eighty-one (181) calendar days after its issuance date, in an amount of cash equal to a certain\npercentage of the then outstanding principal amount of the Labrys Note plus any accrued and unpaid interest on the unpaid amount of the\nLabrys Note, which will be based on the date of the prepayment of the Labrys Note. If, at any time after its issuance date and prior to\nfull repayment, the Company or any of its subsidiaries receive cash proceeds from any source or series of related or unrelated sources\non or after the issue date of the Labrys Note, including but not limited to, from payments from customers, the issuance of equity or debt,\nthe incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transactions, the conversion of outstanding warrants\nof the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note), or the sale of assets,\nLabrys has the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any\nportion of the outstanding principal amount and interest then due under the Labrys Note. The Labrys Note is convertible into shares of\nthe Company’s Common Stock at any time following the earlier of (i) the date that the Company fails to pay any Amortization Payment\n(as defined in the Labrys Note), (ii) the date which is one hundred eighty (180) days following the date of its issuance; and (iii) the\ndate that any of the Conversion Shares (as defined in the Labrys SPA) are registered for Labrys’ resale pursuant to a registration\nstatement or prospectus filed by the Company, except where such conversion would result in beneficial ownership by Labrys and its affiliates\nof more than 4.99% of the outstanding shares of Common Stock of the Company. The conversion price of the Labrys Note is equal to seventy-five\npercent (75%) of the lowest closing bid price of the Company’s Common Stock during the ten (10) trading days prior to the date a\nnotice of conversion is submitted in writing to the Company.

ADI\nSettlement Note

On\nJuly 21, 2026, in connection with the Company entering into the ADI Settlement Agreement, the Company issued to ADI a promissory note\nin the principal amount of $50,000, which such note shall mature in six (6) months from issuance, bears no interest prior to maturity,\nwas issued without an original issue discount and permits repayment at any time without premium or penalty and, if unpaid at maturity,\naccrues interest automatically at eighteen percent (18%) per annum retroactive to the original issuance date. ADI may convert the outstanding\nbalance into shares of Common Stock of the Company at seventy-five percent (75%) of the lowest VWAP during the twenty (20) trading days\nimmediately preceding conversion.

M2B\nSettlement Note

On\nJuly 21, 2026, in connection with the Company entering into the ADI Settlement Agreement, the Company issued to M2B a promissory note\nin the principal amount of $125,000, with a maturity date of six (6) months after issuance, bearing no interest prior to maturity, having\nno original issue discount and will permit prepayment without penalty; and, if unpaid at maturity, will accrue interest automatically\nat eighteen percent (18%) per annum retroactive to the original issuance date. M2B may convert the outstanding balance into shares of\nCommon Stock of the Company at seventy-five percent (75%) of the lowest VWAP during the twenty (20) trading days immediately preceding\nconversion.

Stock\nOptions

In\nJune 2024, the DHAC board of directors and stockholders approved the VSee Health, Inc. 2024 Equity Incentive Plan. At the Business\nCombination Closing on June 24, 2024, the Company granted stock options with an exercise price equal to $800.00 pursuant to the 2024\nEquity Incentive Plan to the individuals, in the amounts, and on the terms set forth in the Business Combination Agreement.

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Dividends

Declaration\nand payment of any dividend will be subject to the discretion of the Board. The time and amount of dividends will be dependent upon,\namong other things, the Company’s business prospects, results of operations, financial condition, cash requirements and availability,\ndebt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future\nindebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and\nany other factors or considerations the Board may regard as relevant.

The\nCompany currently intends to retain all available funds and any future earnings to fund the development and growth of the business, and\ntherefore does not anticipate declaring or paying any cash dividends on Common Stock in the foreseeable future.

Exclusive\nForum

The\nAmended Charter provides that, to the fullest extent permitted by law, unless the Company otherwise consents in writing, the Court of\nChancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction,\nthe federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent\npermitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company,\n(2) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director,\nofficer, other employee or stockholder of the Company, (3) any action asserting a claim against the Company arising pursuant to\nany provision of the DGCL, the Amended Charter or the Amended Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery,\n(4) any action to interpret, apply, enforce or determine the validity of any provisions of the Amended Charter or the Amended Bylaws,\nor (5) any other action asserting a claim governed by the internal affairs doctrine. Notwithstanding the foregoing, the federal\ndistrict courts of the United States shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause\nof action arising under the Securities Act and the provisions of the Amended Charter described above will not apply to claims arising\nunder the Exchange Act or other federal securities laws for which there is exclusive federal jurisdiction.

Anti-Takeover\nEffects of Provisions of the Amended Charter, the Amended Bylaw and Applicable Law

Certain\nprovisions of the Amended Charter, Amended Bylaws, and laws of the State of Delaware, where the Company is incorporated, may discourage\nor make more difficult a takeover attempt that a stockholder might consider in his or her best interest. These provisions may also adversely\naffect prevailing market prices for the Common Stock of the Company. We believe that the benefits of increased protection give the Company\nthe potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure Company and outweigh the disadvantage\nof discouraging those proposals because negotiation of the proposals could result in an improvement of their terms.

Staggered\nBoard of Directors

Our\nAmended Charter and our Bylaws provide that the Board is divided into three classes with staggered three-year terms, which could delay\nthe ability of stockholders to change the membership of a majority of the Board. Under the classified board of directors structure, only\none class of directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder\nfor their respective three-year terms. with only one class of directors being elected in each year and each class (except for those directors\nappointed prior to our first annual meeting of stockholders) serving a three-year term. Currently, the (i) Class I director consists\nof Imoigele Aisiku and his term will expire at the 2028 annual meeting of stockholders; (ii) Class II directors consist of Mr. Kevin\nLowdermilk and Mr. Colin O’Sullivan and their term will expire at the 2029 annual meeting of stockholders and (iii) Class III\ndirectors consist of Ms. Cydonii V. Fairfax and Mr. David L. Wickersham and their term will expire at the 2027 annual meeting of stockholders.

Limitations\non Stockholder Action by Written Consent

The\nAmended Charter provides that, subject to the terms of any series of the Company preferred stock, any action required or permitted to\nbe taken by the stockholders of the Company must be effected at an annual or special meeting of the stockholders and may not be effected\nby written consent in lieu of a meeting.

Amendment\nof the Amended Charter and Amended Bylaws

The\nDGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together a\nsingle class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires\na greater percentage.

The\nAmended Charter provides that it may be amended by the Company in the manners provided therein or prescribed by statute. In addition\nto any vote required by applicable law, the following provisions in the Amended Charter may be amended, altered, repealed or rescinded,\nin whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders\nof at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock of the Corporation entitled\nto vote thereon, voting together as a single class: Part B of Article IV, Article V, Article VI, Article VII,\nArticle VIII, Article IX and this Article X.

The\nAmended Charter also provides that the Company Board will have the power to adopt, amend, alter, or repeal the Amended Bylaws. Amendment\nor repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of\nat least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled\nto vote generally in an election of directors.

Business\nCombinations

Under\nSection 203 of the DGCL, a corporation will not be permitted to engage in a business combination with any interested stockholder\nfor a period of three years following the time that such interested stockholder became an interested stockholder, unless:

\n\n

(1)

prior\nto such time the board of directors of the corporation approved either the business combination or the transaction which resulted in\nthe stockholder becoming an interested stockholder;

\n\n

(2)

upon\nconsummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned\nat least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining\nthe voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by\npersons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to\ndetermine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;

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\n\n

(3)

at\nor subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting\nof stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is\nnot owned by the interested stockholder.

\n\n

(4)

Generally,\na “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to\nthe interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that\nperson’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the Company’s outstanding\nvoting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.

Since\nthe Company has not opted out of Section 203 of the DGCL, it will apply to the Company. As a result, this provision will make it\nmore difficult for a person who would be an “interested stockholder” to effect various business combinations with the Company\nfor a three-year period. This provision may encourage companies interested in acquiring the Company to negotiate in advance with the\nCompany Board because the stockholder approval requirement would be avoided if the Company Board approves either the business combination\nor the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of\npreventing changes in the Company Board and may make it more difficult to accomplish transactions, which stockholders may otherwise deem\nto be in their best interests.

Cumulative\nVoting

Under\nDelaware law, the right to vote cumulatively does not exist unless the charter specifically authorizes cumulative voting. The Amended\nCharter does not authorize cumulative voting.

Limitations\non Liability and Indemnification of Officers and Directors

The\nDGCL authorizes corporations to limit or eliminate the personal liability of directors or officers of corporations and their stockholders\nfor monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Amended Charter includes a\nprovision that eliminates the personal liability of directors or officers for damages for any breach of fiduciary duty as a director\nor officer where, in civil proceedings, the person acted in good faith and in a manner that person reasonably believed to be in or not\nopposed to the best interests of the Company or, in criminal proceedings, where the person had no reasonable cause to believe that his\nor her conduct was unlawful.

The\nAmended Bylaws provide that the Company must indemnify and advance expenses to the Company’s directors and officers to the fullest\nextent authorized by the DGCL. the Company also is expressly authorized to carry directors’ and officers’ liability insurance\nproviding indemnification for the Company directors, officers, and certain employees for some liabilities. the Company believes that\nthese indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The\nlimitation of liability, advancement and indemnification provisions in the Amended Charter and Amended Bylaws may discourage stockholders\nfrom bringing lawsuits against directors for any alleged breach of their fiduciary duty. These provisions also may have the effect of\nreducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise\nbenefit the Company and its stockholders. In addition, your investment may be adversely affected to the extent the Company pays the costs\nof settlement and damage awards against directors and officer pursuant to these indemnification provisions.

There\nis currently no pending material litigation or proceeding involving any of the Company’s directors, officers, or employees for\nwhich indemnification is sought.

Corporate\nOpportunities

The\nAmended Charter provides for the renouncement by the Company of any interest or expectancy of the Company in, or being offered an opportunity\nto participate in any matter, transaction, or interest that is presented to, or acquired, created, or developed by, or which otherwise\ncomes into possession of, any director of the Company who is not an employee of the Company or any of its subsidiaries, unless such matter,\ntransaction, or interest is presenting to, or acquired, created, or developed by, or otherwise comes into the possession of a director\nof the Company expressly and solely in that director’s capacity as a director of the Company.

Dissenters’\nRights of Appraisal and Payment

Under\nthe DGCL, with certain exceptions, the Company’s stockholders will have appraisal rights in connection with a merger or consolidation\nof the Company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or\nconsolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’\nDerivative Actions

Under\nthe DGCL, any of the Company’s stockholders may bring an action in the Company’s name to procure a judgment in the Company’s\nfavor, also known as a derivative action, provided that the stockholder bringing the action is a holder of the Company’s shares\nat the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Our\nTransfer Agent and Warrant Agent

The\ntransfer agent and warrant agent for the Company’s Common Stock and Public Warrants is Continental Stock Transfer & Trust\nCompany, 1 State Street, New York, New York 10004.

Listing\nof our Securities

Our\nCommon Stock and Public Warrants are trading on the Over-the-Counter Markets (the “OTC”) under the symbols “VSEE”\nand “VSEEW” respectively.

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SECURITIES\nACT RESTRICTIONS ON RESALE OF OUR SECURITIES

Pursuant\nto Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted our Common Stock\nor our warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed\nto have been our affiliate at the time of, or at any time during the three months preceding, a sale and (ii) we are subject\nto the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports\nunder Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as the Company was required\nto file reports) preceding the sale.

Persons\nwho have beneficially owned restricted our Common Stock shares or our warrants for at least six months but who are our affiliates\nat the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which\nsuch person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

\n\n

●

1%\nof the total number of our Common Stock then outstanding; or

\n\n

●

the\naverage weekly reported trading volume of our Common Stock during the four calendar weeks preceding the filing of a notice on Form 144\nwith respect to the sale.

Sales\nby our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of\ncurrent public information about us.

Restrictions\non the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144\nis not available for the resale of securities initially issued by shell companies (other than business combination related shell companies)\nor issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this\nprohibition if the following conditions are met:

\n\n

●

the\nissuer of the securities that was formerly a shell company has ceased to be a shell company;

\n\n

●

the\nissuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

\n\n

●

the\nissuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months\n(or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K;\nand

\n\n

●

at\nleast one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its\nstatus as an entity that is not a shell company.

As\na result, the Sponsor will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144\nwithout registration one year after the Company has completed its initial business combination.

Following\nthe recent consummation of the Business Combination, the Company is no longer be a shell company, and, once the conditions set forth\nin the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

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SELLING\nSTOCKHOLDER

This prospectus relates to\nthe possible resale from time to time by the Selling Stockholder of up to 3,540,000 shares of Common Stock comprising the Commitment Fee\nShares and shares of Common Stock that may be issued by us to the Selling Stockholder under the Strata Agreement. For additional information\nrelating to the Commitment Fee Shares and the Strata Agreement, see “Prospectus Summary – The Offering – Strata Agreement”\nin this prospectus.

We are registering the 3,540,000\nshares of Common Stock comprising the Commitment Fee Shares and shares of Common Stock that may be issued by us to the Selling Stockholder\npursuant to the provisions of the Strata Agreement that we entered into with ClearThink on September 2, 2026 in order to permit the Selling\nStockholder to offer the shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement or as\notherwise disclosed in the section titled “Prospectus Summary – Recent Developments – ClearThink Convertible Note\nFinancing,” ClearThink has not had any material relationship with us within the past three years. As used in this prospectus,\nthe term “Selling Stockholder” means ClearThink.

The table below presents information\nregarding the Selling Stockholder and the shares of Common Stock that it may offer from time to time under this prospectus. This table\nis prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as of September 30, 2026. The number\nof shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all\nof the shares of Common Stock that the Selling Stockholder may offer under this prospectus. The Selling Stockholder may sell some, all\nor none of its shares in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them, and\nwe currently have no agreements, arrangements or understandings with the Selling Stockholder regarding the sale of any of the shares.

Beneficial ownership is determined\nin accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which\nthe Selling Stockholder has voting and investment power. The percentage of shares of Common Stock beneficially owned by the Selling Stockholder\nprior to the offering shown in the table below is based on an aggregate of 806,078 shares of our Common Stock outstanding on September\n30, 2026. The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.

Please\nsee the section titled “Plan of Distribution” for further information regarding the stockholders’ method of\ndistributing these shares.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Shares beneficially owned
before this offering

Maximum
number of
Shares to be

Shares beneficially held
immediately after this offering

Name of Selling Stockholder

Number of
Shares⁽¹⁾

Approximate
percentage
of
outstanding
Shares⁽²⁾

registered
and offered
pursuant
to this
prospectus⁽³⁾

Number of
Shares⁽⁴⁾

Approximate
percentage of
outstanding
Shares⁽²⁾

ClearThink Capital Partners LLC.⁽⁵⁾

40,000

4.96

3,540,000

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	Represents the total number of shares of our Common Stock issued or issuable to the Selling Stockholder as of the date of this prospectus, without regard to ownership, including (i) all of the shares offered hereby, and (ii) to our knowledge, all other securities held by the Selling Stockholder as of the date hereof.

(2)	Applicable percentage ownership is based on 806,078 shares of our Common Stock outstanding as of September 30, 2026.

(3)	Represents the number of shares being registered on behalf of the Selling Stockholder pursuant to this registration statement, which may be less than the total number of shares held by the Selling Stockholder.

(4)	Assumes the sale of all shares being offered pursuant to this prospectus.

(5)	The business address of ClearThink is 210 West 77^th Street, #7W, New York, New York 10024.

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PLAN\nOF DISTRIBUTION

The Selling Stockholder will\npay all incremental selling expenses relating to the sale of their shares of Common Stock, including underwriters’ commissions and\ndiscounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the selling\nstockholders. We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our\nCommon Stock covered by this prospectus by ClearThink.

The shares of our Common Stock\nrelated to the Strata Agreement offered by this prospectus are being offered by ClearThink. ClearThink is an “underwriter”\nwithin the meaning of Section 2(a)(11) of the Securities Act. We have agreed in the Strata Agreement to provide customary indemnification\nto ClearThink.

It\nis possible that our shares may be sold from time to time by ClearThink in one or more of the following manners:

\n\n

●

ordinary\nbrokerage transactions and transactions in which the broker solicits purchasers;

\n\n

●

block\ntrade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the\nblock as principal to facilitate the transaction;

\n\n

●

to\na broker-dealer as principal and resale by the broker-dealer for its account; or

\n\n

●

a\ncombination of any such methods of sale.

ClearThink has agreed that,\nduring the term of the Strata Agreement, it will not engage in any short sales or hedging transactions with respect to our Common Stock.

ClearThink and any unaffiliated\nbroker-dealer will be subject to liability under the federal securities laws and must comply with the requirements of the Exchange Act,\nincluding without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of\nsales of our Common Stock by ClearThink or any unaffiliated broker-dealer. Under these rules and regulations, ClearThink and any unaffiliated\nbroker-dealer:

\n \n \n \n \n

●

may not engage in any stabilization activity in connection with our securities;

\n \n \n \n \n

●

must furnish each broker which offers shares of our Common Stock covered by the prospectus and accompanying prospectus that are a part of our registration statement with the number of copies of such prospectus and accompanying prospectus which are required by each broker; and

\n \n \n \n \n

●

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

These\nrestrictions may affect the marketability of our Common Stock by ClearThink and any unaffiliated broker-dealer.

We\nhave advised ClearThink that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,\nRegulation M precludes ClearThink, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution\nfrom bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution\nuntil the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of\na security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities\noffered by this prospectus.

This\noffering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by ClearThink

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LEGAL\nMATTERS

Certain\nlegal matters with respect to the shares of Common Stock offered hereby will be passed upon by Pryor Cashman LLP, New York, New York.

EXPERTS

The consolidated financial\nstatements of VSee Health, Inc. as of December 31, 2025 and for the year then ended have been audited by WWC, P.C. Certified\nPublic Accountants, an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph\nregarding our ability to continue as a going concern, appearing herein. Such consolidated financial statements are included in this prospectus\nand registration statement in reliance upon the report of WWC, P.C. Certified Public Accountants, appearing elsewhere herein, and upon\nthe authority of such firm as experts in accounting and auditing.

The consolidated financial\nstatements of VSee Health, Inc. as of December 31, 2024 and for the year then ended have been audited by WithumSmith+Brown,\nPC, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements\nare included in this prospectus and registration statement in reliance upon the report of WithumSmith+Brown, PC appearing elsewhere herein,\nand upon the authority of such firm as experts in accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

We\nhave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered in\nthis prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth\nin the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations\nof the SEC. For further information about us and our Common Stock, we refer you to the registration statement and to its exhibits\nand schedules. Statements in this prospectus about the contents of any contract, agreement or other document is not necessarily complete\nand, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement,\nwith each such statement being qualified in all respects by reference to the document to which it refers. You may inspect the registration\nstatement and its exhibits and schedules and other information on SEC’s website at www.sec.gov.

We\nalso maintain a website at www.vseehealth.com, at which you may access our SEC filings free of charge as soon as reasonably practicable\nafter they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through,\nour website is not incorporated by reference in, and is not part of, this prospectus. You may also request a copy of these filings, at\nno cost, by writing to us at 980 N. Federal Hwy, Suite 304 Boca Raton, Florida 33432, or telephoning us at (561) 672-7068.

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VSEE HEALTH, INC.
\nCONSOLIDATED FINANCIAL STATEMENTS

Index\nto Consolidated Financial Statements

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page
Unaudited\n Interim Condensed Consolidated Financial Statements for the Three and Six Months ended June 30, 2026 and 2025
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		F-2
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2026 and 2025		F-3
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the Six Months ended June 30, 2026 and 2025 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (Unaudited)		F-6
Notes to Condensed Consolidated Financial Statements		F-7

Audited\n Consolidated Financial Statements for the years ended December 31, 2025 and 2024
Report\nof Independent Registered Public Accounting Firm (PCAOB Firm ID: WWC, P.C. Certified Public Accountants, PCAOB ID #1171)		F-51
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: WithumSmith+Brown, PCAOB ID #100)		F-52
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-53
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-54
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024		F-55
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-56
Notes to Consolidated Financial Statements		F-57

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VSEE\nHEALTH, INC.

CONDENSED\nCONSOLIDATED BALANCE SHEETS

	June 30, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current assets
Cash	$	454,151			$	5,051,445
Accounts receivable, net of allowance for credit losses of $1,642,234 and $835,007 as of June 30, 2026, and December 31, 2025, respectively		2,231,040				2,241,247
Due from related party		315,473				304,614
Prepaids and other current assets		265,723				141,203
Current assets from discontinued operations		-				626,898
Total current assets		3,266,387				8,365,407

Non-current assets
Long-term investments		749,800				-
Right-of-use assets, net		8,345				13,304
Intangible assets, net		7,680,004				8,785,000
Goodwill		4,916,694				4,916,694
Fixed assets, net		113,178				294,987
Non-Current assets from discontinued operations		-				37,627
Total assets	$	16,734,408			$	22,413,019

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	6,396,048			$	9,330,442
Due to related party		51,900				51,900
Operating lease liabilities		8,345				10,394
Financing lease liabilities		-				131,062
Encompass Purchase Liability		400,000				650,000
Convertible notes, at fair value		757,242				713,128
Loan payable, related party, net of discount		141,651				141,651
Line of credit		-				456,097
Notes payable, net of discount		334,582				880,175
Common stock issuance obligation		5,918				18,941
Current liabilities from discontinued operations		-				3,860,818
Total current liabilities		8,095,686				16,244,608

Non-current liabilities
Notes payable, less current portion, net of discount		781,581				593,941
SEPA liability		145,174				-
Operating lease liabilities, less current portion		-				2,910
Deferred tax liabilities, net		119,192				119,192
Total liabilities	$	9,141,633			$	16,960,651

Commitments and Contingencies (Note 11)

STOCKHOLDERS' EQUITY
Series A Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 122 and 1,788 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively		1				1
Series B Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively		-				-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 695,998 and 414,914 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively		70				41
Additional paid-in capital		91,762,416				87,869,049
Accumulated deficit		(84,169,712	)			(82,416,723	)
Total stockholders' equity		7,592,775				5,452,368
Total liabilities and stockholders’ equity	$	16,734,408			$	22,413,019

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements

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VSEE\nHEALTH, INC.

CONDENSED\nCONSOLIDATED STATEMENTS OF OPERATIONS

FOR\nTHE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025 (UNAUDITED)

	For the Three Months Ended			For the Six Months Ended
	June 30,			June 30,
	2026			2025			2026		2025
Revenues
Patient fees	$	601,092			$	475,772		$	1,482,432		$	1,187,036
Telehealth fees		960,792				579,419			1,958,745			1,063,269
Institutional fees		-				-			-			2,500
Total revenues		1,561,884				1,055,191			3,441,177			2,252,805
Cost of revenues		1,355,731				440,147			2,507,612			827,523
Gross margin		206,153				615,044			933,565			1,425,282

Operating expenses
Compensation and related benefits		649,497				446,096			898,516			941,043
General and administrative		2,253,982				1,725,015			4,391,908			3,587,372
Total operating expenses		2,903,479				2,171,111			5,290,424			4,528,415

Net operating loss		(2,697,326	)			(1,556,067	)		(4,356,859	)		(3,103,133	)

Other income (expense)
Interest expense		(80,700	)			(222,363	)		(172,643	)		(916,974	)
Other income, net		-				157,175			-			172,714
Change in fair value of financial instruments		(175,141	)			(154,825	)		(32,101	)		(1,416,296	)
Loss on extinguishment of financial instruments		-				(126,125	)		-			(126,125	)
Gain on extinguishment of financial liabilities		-				-			367,809			-
Loss on issuance of SEPA		(145,174	)			-			(145,174	)		-
Loss on issuance of financial instruments		-				-			-			(138,020	)
Total other income (expense), net		(401,015	)			(346,138	)		17,891			(2,424,701	)
									-			-
Loss from continuing operations before provision for income taxes		(3,098,341	)			(1,902,205	)		(4,338,968	)		(5,527,834	)
Benefit from (provision for) income taxes for continuing operations		17,899				(1,728	)		(5,260	)		(15,233	)
Loss from continuing operations, net of tax	$	(3,080,442	)		$	(1,903,933	)	$	(4,344,228	)	$	(5,543,067	)

Income (loss) from discontinued operations before provision for income taxes		3,930,471				(706,594	)		2,594,574			(1,026,900	)
Provision for income taxes for discontinued operations		(2,756	)			(2,756	)		(3,335	)		(2,756	)
Income (loss) from discontinued operations, net of tax	$	3,927,715			$	(709,350	)	$	2,591,239		$	(1,029,656	)

Basic loss per common share- continuing operations	$	(4.59	)		$	(9.27	)	$	(6.78	)	$	(27.09	)
Basic income (loss) per common share- discontinued operations	$	5.86			$	(3.46	)	$	4.04		$	(5.03	)

Diluted loss per common share- continuing operations	$	(4.59	)		$	(9.27	)	$	(6.78	)	$	(27.09	)
Diluted income (loss) per common share- discontinued operations	$	5.62			$	(3.46	)	$	3.91		$	(5.03	)

Weighted average number of common shares outstanding, basic and diluted - continuing operations		670,722				205,283			641,004			204,603

Weighted average number of common shares outstanding, basic - discontinued operations		670,722				205,283			641,004			204,603

Weighted average number of common shares outstanding, diluted - discontinued operations		697,250				205,283			659,879			204,603

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

VSEE\nHEALTH, INC.

UNAUDITED\nCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR\nTHE SIX MONTHS ENDED JUNE 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Series A \nPreferred Stock			Series B \nPreferred Stock			Common Stock	Additional \nPaid-In		Accumulated			Total \nStockholders’
	Shares			Amount			Shares	Amount		Shares			Amount		Capital		Deficit		Equity
Balance - December 31, 2025		1,788			$	1		-		$	-			414,914		$	41		$	87,869,049		$	(82,416,723	)	$	5,452,368
Net loss for the three months ended March 31, 2026 - Continuing operations		-				-		-			-			-			-			-			(1,263,786	)		(1,263,786	)
Net loss for the three months ended March 31, 2026 - Discontinued operations		-				-		-			-			-			-			-			(1,336,476	)		(1,336,476	)
Shares issued on the exercise of pre-funded warrants		-				-		-			-			64,213			6			508			-			514
Shares issued on conversion of preferred stock		(1,366	)			-		-			-			8,540			1			(1	)		-			-
Shares issued as part of stock grants to vendors		-				-		2,000			1			37,500			4			1,573,795			-			1,573,800
Stock based compensation		-				-		-			-			32,761			3			945,502			-			945,505
Shares issued during the period		-				-		-			-			33,315			4			949,141			-			949,145
Balance - March 31, 2026		422			$	1		2,000		$	1			591,243		$	59		$	91,337,994		$	(85,016,985	)	$	6,321,070

Net loss for the three months ended June 30, 2026 - Continuing operations		-				-		-			-			-			-			-			(3,080,442	)		(3,080,442	)
Net income for the three months ended June 30, 2026 - Discontinued operations		-				-		-			-			-			-			-			3,927,715			3,927,715
Shares issued on conversion of Series A preferred stock		(300	)			-		-			-			1,875			1			(1	)		-			-
Shares issued on conversion of Series B preferred stock		-				-		(2,000	)		(1	)		16,250			2			(1	)		-			-
Repurchase of common stock in connection with sale of VSee Labs (Refer Note 3)		-				-		-			-			(35,876	)		(4	)		(545,309	)		-			(545,313	)
Shares issued on conversion of Quantum loan		-				-		-			-			34,324			3			521,718			-			521,721
Shares issued on exercise of pre- funded warrants		-				-		-			-			58,738			6			464			-			470
Stock based compensation		-				-		-			-			29,444			3			447,551			-			447,554
Balance - June 30, 2026		122			$	1		-		$	-			695,998		$	70		$	91,762,416		$	(84,169,712	)	$	7,592,775

F-4

Table of Contents

VSEE\nHEALTH, INC.

UNAUDITED\nCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR\nTHE SIX MONTHS ENDED JUNE 30, 2025

	Series A \nPreferred Stock		Series B \nPreferred Stock			Common Stock	Additional \nPaid-In	Accumulated		Total \nStockholders’
	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Deficit	Deficit
Balance - December 31, 2024		6,158		$	1		-	$	-		203,715		$	20	$	67,685,364		$	(67,703,873	)	$	(18,488	)
Net loss for the three months ended March 31, 2025 - Continuing operations		-			-		-		-		-			-		-			(3,639,134	)		(3,639,134	)
Net loss for the three months ended March 31, 2025 - Discontinued operations		-			-		-		-		-			-		-			(320,306	)		(320,306	)
Payment to Michelle Griffith		-			-		-		-		-			-		(10,000	)		-			(10,000	)
Issuance during the period		-			-		-		-		1,563			-		90,634			-			90,634
Share based compensation		-			-		-		-		-			-		400,297			-			400,297
Balance - March 31, 2025		6,158		$	1		-	$	-		205,278		$	20	$	68,166,295		$	(71,663,313	)	$	(3,496,997	)

Net loss for the three months ended June 30, 2025 - Continuing operations		-			-		-		-		-			-		-			(1,903,933	)		(1,903,933	)
Net loss for the three months ended June 30, 2025 - Discontinued operations		-			-		-		-		-			-		-			(709,350	)		(709,350	)
Issuance during the period		-			-		-		-		7			-		-			-			-
Share based compensation		-			-		-		-		-			-		373,977			-			373,977
Balance - June 30, 2025		6,158		$	1		-	$	-		205,285		$	20	$	68,540,272		$	(74,276,596	)	$	(5,736,303	)

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

Table of Contents

VSEE\nHEALTH, INC.

UNAUDITED\nCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six\nMonths Ended June 30, 2026

	For the Six Months Ended
	June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,752,989	)		$	(6,572,723	)
Net income (loss) from discontinued operations		2,591,239				(1,029,656	)
Net loss from continuing operations	$	(4,344,228	)		$	(5,543,067	)

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Allowance for expected credit losses		872,122				246,883
Depreciation and amortization		1,286,804				1,289,747
Stock-based compensation		643,861				764,036
Amortization of right-of-use assets		4,959				41,815
Loss on issuance of SEPA		145,174				-
Loss on extinguishment of loan		-				126,125
Loss on issuance of financial instruments		-				138,020
Change in fair value of financial instruments		32,101				1,416,296
Gain on extinguishment of financial liabilities		(367,809	)			-

Changes in operating assets and liabilities:
Accounts receivable		(861,915	)			(707,666	)
Due from related party		(10,859	)			290,534
Prepaids and other current assets		(124,520	)			53,076
Accounts payable and accrued liabilities		224,968				711,043
Operating lease liabilities		(4,959	)			(34,324	)
Net cash used in operating activities - continuing operations		(2,504,301	)			(1,207,482	)
Net cash (used in) provided by operating activities - discontinued operations		(1,121,615	)			442,388
Net cash used in operating activities	$	(3,625,916	)		$	(765,094	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of long-term investments		(100,000	)			-
Net cash used in investing activities- continuing operations		(100,000	)			-
Net cash used in investing activities- discontinued operations		(28,752	)			(15,466	)
Net cash used in investing activities	$	(128,752	)		$	(15,466	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable		(780,290	)			-
Payment to shareholder		-				(10,000	)
Proceeds from issuance of common stock		-				90,634
Proceeds from notes issued during the period		176,750				726,237
Proceeds from factoring payable		-				55,665
Proceeds from pre-funded warrants, net of issuance costs		984				-
Proceeds from convertible notes issued during the period		750,000				-
Payments on Encompass acquisition liability		(50,000	)			(44	)
Payments on financing lease liability		(591,118	)			(25,000	)
Payments on line of credit		(348,952	)			-
Net cash (used in) provided by financing activities - continuing operations		(842,626	)			837,492
Net cash used in financing activities - discontinued operations		-				(91,452	)
Net cash (used in) provided by financing activities	$	(842,626	)		$	746,040

NET CHANGE IN CASH		(4,597,294	)			(34,520	)
Cash, Beginning of Period		5,051,445				326,115
CASH, END OF THE PERIOD	$	454,151			$	291,595

Supplemental disclosure of cash flow information:
Cash paid for interest expense	$	418,689			$	135,205

Non-cash investing and financing activities:
Common stock issued on conversion of notes payable	$	299,348			$	-
Common stock issued on conversion of Quantum note	$	521,721			$	-
Common stock issued to settle directors’ compensation payable	$	60,762			$	-
Common stock issued to settle executives’ compensation payable	$	555,457			$	-
Common stock issued to settle employees and consultants’ compensation payable	$	776,842			$	-
Common stock issued as consideration for investment in GoMyRX Inc.	$	649,800			$	-
Common and preferred stock issued to settle accounts payable	$	1,573,800			$	-

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

VSEE\nHEALTH, INC.

NOTES TO\nTHE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(all\namounts in USD, except number of shares and per share data)

Note\n1 Organization and Description of Business

VSee\nHealth, Inc., (formerly known as Digital Health Acquisition Corp., a Delaware Corporation) (the “Company”, “we”,\n“our”, “VSee Health” or “us”) is a Delaware-based telehealth software company that provides a scalable,\napplication programming interface-driven platform for virtual healthcare delivery. The platform integrates secure video streaming with\nmedical device data, electronic medical records, and other sensitive data, with multiple other interactive functionalities that enable\nteamwork that VSee believes are not available from any other system worldwide. Our company’s core platform is a highly scalable,\nintegrated, application program interface (“API”) driven technology platform, for virtual healthcare delivery, with multiple\nreal-time integrations spanning the healthcare ecosystem. Our platform’s APIs power external connectivity and deep integration\nwith a wide range of payors, electronic medical records, third-party applications, and other interfaces with employers, hospital systems,\nand health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing healthcare\nindustry. Our company will also be able to white label our solutions, so they fit into the plans and strategies of our clients, all on\na platform that is high-performance and highly scalable.

The\nCompany was formed in Delaware on March 30, 2021, under the name Digital Health Acquisition Corp. (“DHAC”) as a “blank\ncheck company” for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,\nrecapitalization or other similar business transaction, one or more operating businesses or assets. On June 24, 2024 (the “Closing\nDate”), the parties consummated the business combination by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and\na direct, wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a direct, wholly\nowned subsidiary of DHAC (“Merger Sub II”), VSee Lab Inc., a Delaware corporation (“VSee Lab”), and iDoc Virtual\nTelehealth Solutions, Inc., a Texas corporation (“iDoc”), (the “Business Combination”). In connection with the\nBusiness Combination, DHAC changed its name from Digital Health Acquisition Corp. to VSee Health, Inc. Furthermore, unless otherwise\nstated or unless the context otherwise requires, references to “DHAC” refer to Digital Health Acquisition Corp., a Delaware\ncorporation, prior to the Closing Date. The transaction was accounted for as a reverse recapitalization, with VSee Lab, Inc. identified\nas the accounting acquirer.

iDoc,\nprovides high-acuity patient care solutions through elite physician services in ICUs using a proprietary technology platform. It delivers\nneuro-critical care and tele-critical care services to a wide range of customers, including hospital systems, LTACs, and correctional\nfacilities. Staffed by board-certified intensivists, neurointensivists, neurologists, and advanced practice providers, iDoc offers 24/7\ncare for acute neurological conditions and supports multidisciplinary treatment plans. Its services include teleneurocritical care, teleneurology,\nepileptology, and advanced monitoring such as intracranial pressure, cerebral hemodynamics, brain oximetry, microdialysis, and continuous\nEEG.

VSee\nLab, is a telehealth software platform offering a scalable, API-driven solution for virtual healthcare delivery. Its proprietary, modular\nsystem enables plug-and-play telehealth services with end-to-end encrypted video, integrated with medical devices, EMRs, and other sensitive\ndata.

For\nfinancial reporting purposes, historical financial data prior to June 24, 2024, reflects the operations of VSee Lab, Inc. The acquisition\nof iDoc Virtual Telehealth Solutions, Inc. was treated as a business combination under Accounting Standards Codification 805, Business\nCombinations, with the excess purchase consideration recorded as goodwill.

On May 31, 2026, the Company\ndivested VSee Lab by selling 100% of its ownership interest to Milton Chen, the Company’s former co-Chief Executive Officer. Following\nthe divestiture, VSee Lab became an independent standalone business and is no longer a subsidiary of VSee Health. Accordingly, VSee Lab\nhas been classified as a discontinued operation for periods subsequent to the divestiture date, where applicable (See Note 3 – Discontinued\nOperations). Mr. Chen also resigned as the Company’s co-Chief Executive Officer and Chairman of the Board of Directors in connection\ntherewith.

Reverse Stock Split

The Reverse Stock Split and the\nform of Reverse Split Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders.\nNo fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from\nthe Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock of the Company and number\nof authorized, issued, and outstanding shares of the preferred stock of the Company did not change.

Going\nConcern

Management\nhas determined that principal conditions including the Company’s liquidity condition and historical operating losses raise substantial\ndoubt about the Company’s ability to continue as a going concern for a period of time of at least one year after the date that\nthe accompanying consolidated financial statements are issued.

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The\nCompany has incurred multiple years of losses resulting in an accumulated deficit of $84,169,712 as of June 30, 2026, and further\nlosses are anticipated in the development of its business. Further, the Company had operating cash outflows from continuing operations\nof $2,504,301 for the six months ending June 30, 2026. For the three months ended and six months ended June 30, 2026, the Company\nhad a loss from continuing operations of $3,080,442 and $4,344,228 respectively. The Company’s operations have been funded\nprincipally through the issuance of debt and equity. These factors raise substantial doubt about the Company’s ability to continue\nas a going concern for a period of one year from the issuance of these financial statements.

Management\nhas undertaken a series of measures to address these concerns, which include:

\n\n

●

Revenue\nEnhancement Strategies: The Company won new contracts with larger hospitals and entered new markets, demonstrating the Company’s\nability to generate positive revenue growth from its robust pipeline.

\n\n

●

Additional\nFinancing: Management is actively engaged with various investors to raise capital and is pursuing a Letter of Intent (LOI) arrangement\nrelated to a merger that includes raising additional capital. These initiatives are expected to support the Company's liquidity position\nand fund future growth plans.

Management has determined\nthat the liquidity condition and historical operating losses raise a substantial doubt about its ability to continue as a going concern\nfor a period of time of least one year after the date that the accompanying condensed consolidated financial statements are issued.

There\nis no assurance that the Company’s plans to alleviate such concerns will be successful or successful within one year after the\ndate the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not\ninclude any adjustments that might result from the outcome of this uncertainty.

Note\n2 Summary of Significant Accounting Policies

Basis\nof Presentation and Consolidation

The\naccompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles\ngenerally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial\nstatements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities\nand Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and\nfootnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,\nthe accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,\nwhich are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The\nunaudited condensed consolidated financial statements include the accounts of VSee Health, Inc. and its wholly owned subsidiary, iDoc\nVirtual Telehealth Solutions, Inc. (\"iDoc\"). In addition, the consolidation includes Encompass Healthcare Billing, LLC, a wholly\nowned subsidiary of iDoc. All intercompany balances and transactions have been eliminated in consolidation. On May 31, 2026, the Company\ndivested VSee Lab, Inc. through the sale of its entire ownership interest, and VSee Lab is no longer included in the Company’s\nconsolidated financial statements subsequent to the divestiture date. Prior to June 24, 2024, the historical financial statements reflected\nthe accounts of VSee Lab, Inc. and its 53.8% owned subsidiary, This American Doc, Inc., as VSee Lab was the accounting acquirer in the\nreverse recapitalization.

The\naccompanying unaudited condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary\nto present fairly the financial position of the Company as of June 30, 2026, and December 31, 2025, its results of operations, changes\nin stockholders’ equity (deficit), and statements of cash flows for the three and six months ended June 30, 2026, and 2025, in\nconformity with U.S. GAAP. The interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the\nresults to be expected for the year ending December 31, 2026, or for any future interim periods. These financial statements should be\nread in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Company’s Annual\nReport on Form 10-K for the year ended December 31, 2025 (the “December 31, 2025, Condensed Consolidated Financial Statements”),\nas filed with the SEC. The significant accounting policies and estimates used in preparing these Condensed Consolidated Financial Statements\nwere applied on a basis consistent with those reflected on December 31, 2025, Condensed Consolidated Financial Statements.

Certain\nreclassifications have been made to the amounts in prior periods to conform to the current period’s presentation primarily consisting\nof the breakout of revenue by category and the retroactive application of the recapitalization. These presentation changes did not impact\nthe Company’s consolidated net loss, consolidated cash flows, total assets, total liabilities or total stockholders’ equity.

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Segments

The\nCompany determined its reporting units in accordance with ASC 280, Segment Reporting (“ASC 280”). Management evaluates\na reporting unit by first identifying operating segments under ASC 280. The Company then evaluates each operating segment to determine\nif it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition\nof a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable,\nwhen determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically\nsimilar and, if so, the operating segments are aggregated.

Management\nhas determined that the Company has one reportable segment. The Company's reporting segment reflects the manner in which its Chief Executive\nOfficer, who serves as the Chief Operating Decision Maker (\"CODM\"), reviews results and allocates resources.

The\nCompany’s operating and reporting segment is Telehealth Services (“Telehealth”). iDoc Virtual Telehealth Solutions,\nInc. is included in Telehealth. Prior to the divestiture of VSee Lab on May 31, 2026, the Company's operations included a Healthcare\nTechnology business. Following the disposition of VSee Lab, the Company no longer conducts Healthcare Technology operations, and the\nresults of continuing operations is reported through the Telehealth segment.

Use\nof Estimates

The preparation of the Company’s\ncondensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect\nthe amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions\nare used for, but not limited to, the determination of estimated provision for contractual adjustments from third-party payors in the\nrecognition of patient fee contracts, revenue, cost of revenues, goodwill and intangible asset impairment analysis, allowance for credit\nlosses, the Quantum Convertible Note, the May 2025 Convertible Note, the ADI Funding Convertible Note, Vanquish Funding Convertible Note\nand ClearThink Convertible Note (each of these instruments are defined in Note 8 Convertible debt, at fair value), stock-based\ncompensation, incremental borrowing rate determination, useful life of intangibles, reserve for income tax uncertainties and other contingencies,\nand valuation of deferred tax asset.

The\nCompany bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under\nthe circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual\nresults could differ from those estimates.

Income\nTaxes

The Company applies ASC 740-10,\nAccounting for Income Taxes (“ASC 740-10”), which requires an asset and liability approach to financial accounting\nand reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences\nbetween the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital\nloss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable\nincome in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets\nand liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The\nCompany recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized\nincome tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or\nmeasurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to\nunrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state\ntax returns are not currently under examination.

Revenue\nRecognition

The Company recognizes revenue in accordance with ASC 606, Revenue\nfrom Contracts with Customers (“ASC 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised\ngoods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services.\nThe core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to clients in an amount that\nreflects the consideration the entity expects to be entitled in exchange for those goods or services.

The Company derives revenue\nfrom business services associated with direct tele-physician provider patient fee services, telehealth services and institutional services\nprovided to our clients.

The\nCompany determines revenue recognition in accordance with ASC 606, through the following five steps:

1)\nIdentify the contract with a customer

The\nCompany considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts\nunder ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify\neach party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer\nto have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s\nability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of\na new customer, credit and financial information pertaining to the customer.

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The\ncontracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that it has any material\noutstanding commitment for future revenues beyond one year from the end of a reporting period.

2)\nIdentify the performance obligations in the contract

Performance\nobligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable\nof being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily\navailable, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other\npromises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company\ndoes not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting\nperiod.

3)\nDetermine the transaction price

The total transaction price\nis based on the amount to which the Company is entitled to based on the contracts with its customers. The Company believes the quoted\ntransaction prices in the customer contracts represent the stand-alone selling prices for each of the separate performance obligations\nwhich are distinct and priced separately within the contract. The transaction price for each service provided is independent and established\nin the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service\ntransferred to the client.

4)\nAllocate the transaction price to performance obligations in the contract

If\nthe contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.\nContracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation\nbased on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation\nrequires judgment. The Company believes the quoted transaction prices in the customer contracts represent the standalone selling prices\nfor each of the separate performance obligations that are distinct and priced separately within the contract.

5)\nRecognize revenue when or as the Company satisfies a performance obligation

Revenue\nis recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration\nthat the Company expects to receive in exchange for those goods or services.

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Patient\nFees Services and Performance Obligation

Patient\nFee Services

Patient\nfees represent a series of distinct services because performance obligations are met when the Company’s physicians provide professional\nmedical services to patients at the client site. The patient benefits from professional services when care is rendered by the Company’s\nmedical professionals. Revenue recognition commences when the Company satisfies its performance obligation to provide professional medical\nservices to patients.

The\nCompany acts as the principal in these arrangements because it controls the medical services before they are transferred to the patient.\nThis control is evidenced by the Company’s primary responsibility for fulfilling the service and its direct authority over the\naffiliated physicians, including the right to direct their clinical activities and administrative protocols.

Patient\nFee Contracts Involving Third-Party Payors

The\nCompany receives payments from patients, third-party payors, and others for patient fee services. Third-party payors reimburse based\non contracted rates or billed charges, which are generally lower than billed amounts. The Company determines the transaction price on\npatient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price\nconcessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payors and records an estimated\ncontractual allowance to properly account for the differences between billed and collected amounts.

Revenue\nfrom third-party payors is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits\nand service adjustments, and expected credit losses. These adjustments and implicit price concessions represent the difference between\nthe amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions\nand other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual\nresults could differ, from estimated amounts and such difference could be material.

The\nCompany earns primarily from reimbursement from the following third-party payors:

Medicare

Medicaid

Medicaid\nprograms are funded jointly by the federal government and the states and are administered by states (or the state’s designated\nmanaged care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid\nprograms for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services\nvaries by state and is subject to specific conditions of participation and payment.

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Commercial\nInsurance Providers

The\nCompany is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with\nMedicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers\nbased on state and insurer requirements.

Telehealth\nFees Service Contracts and Performance Obligation

Contract\nFor Telemedicine Care Services

Performance\nobligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that\nincludes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration\nof the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians’\nnetwork through administrative support, hardware support, and software support and provider coverage availability. The Company provides\ncoverage availability of its physician services ranging from 12 to 24 hours per day. Performance obligations in the contract for these\nservices transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately\nidentifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides\nadministrative, business, and medical records and reports related to their professional services rendered pursuant to the agreement in\nsuch format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in\nthe condensed consolidated financial statements.

The\nCompany recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue\nrecognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected\nvalue or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable\nconsideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of\nlegal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of\nrevenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected\ncustomer life or expected performance period.

The\nCompany commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician\nhours services. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company\nwhen contracting for Company training, hardware and software installation and integration, which includes a onetime setup of software\nsecurity, API interfaces, and compatibility between existing hospital equipment and hardware and software. The Company recognizes revenue\nupon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up\nfees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative\nservices for which the Company’s clients can cancel future services upon completion, management considers it to be separable from\nthe ongoing business services, and the Company records start-up fees as revenue when the start-up service is completed over time, using\nthe input method to measure progress each financial period.

Institutional\nFees Service Contracts and Performance Obligation

Contract\nFor Electroencephalogram (“EEG”) Professional Interpretation Services

Performance\nobligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation\nthe Company provides. The performance obligation in the contract for these services transferred to the customer is distinct in the context\nof the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the\ndelivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the\nCompany. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s\nphysicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based\non established contractual rates and is included in institutional fees in the condensed consolidated financial statements.

Under\nmost of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees\nfor telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The\nfixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed-upon rates\nfor interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment\nand the Company’s virtual healthcare platform, which is provided and installed by the Company. The Company also provides the hospitals\nwith user training, maintenance and support services for the telemedicine equipment used to perform the consultation services.

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The\nCompany commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation\nto provide professional interpretation monthly.

Disaggregation\nof revenue

The\nfollowing table provides information about disaggregated revenue from continuing operations by timing of revenue recognition:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended		For the six months ended
	June 30,		June 30,			June 30,		June 30,
	2026		2025			2026		2025
Timing of revenue recognition
Products and services transferred over time	$	-		$	-		$	-	$	-
Products and services transferred at a point in time		1,561,884			1,055,191			3,441,177		2,252,805
Total Revenue	$	1,561,884		$	1,055,191		$	3,441,177	$	2,252,805

Net\nLoss Per Common Share

The\nCompany computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires\ndual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or\nloss by the weighted average number of common shares outstanding during the period. No potential diluted common shares are included in\nthe computation of any diluted per share amount when a loss is reported. Diluted income or loss per common share is computed by dividing\nnet income or loss by the weighted average number of common shares outstanding.

The\nfollowing table presents basic and diluted earnings per share attributable to continuing operations for the three and six months ended\nJune 30, 2026, and 2025.

	Three months ended			Six months ended
	June 30, 2026			June 30, 2025			June 30, 2026		June 30, 2025
Net loss from continuing operations - basic and diluted, net of tax	$	(3,080,442	)		$	(1,903,933	)	$	(4,344,228	)	$	(5,543,067	)
Weighted average shares outstanding – basic and diluted		670,722				205,283			641,004			204,603
Net loss per share from continuing operations – basic and diluted	$	(4.59	)		$	(9.27	)	$	(6.78	)	$	(27.09	)
Excluded securities: (1)
Public Warrants		123,468				143,750			123,468			143,750
Private Warrants		6,963				6,963			6,963			6,963
Bridge Warrants		2,174				2,174			2,174			2,174
Extension Warrants		326				326			326			326
September 2024 Warrants		9,259				9,259			9,259			9,259
Quantum Convertible Note, related party (2)		-				23,281			-			23,281
Exchange Note (2)		-				10,342			-			10,342
September 2024 Convertible Note (3)		-				15,734			-			15,734
Series A Preferred stock common stock equivalents (4)		761				38,488			761			38,488
Stock options granted		10,046				10,046			10,046			10,046
Common stock issuance obligation		640				640			640			640
March 2025 Convertible Note (5)		-				771			-			437
May 2025 Convertible Note (6)		-				845			-			423
Common Stock Warrants		245,902				-			245,902			-
ClearThink Convertible Note (7)		25,128				-			17,475			-

\n\n

(1)

The\nCompany’s diluted shares have not been included in the computation of diluted net loss per share from continuing operations for\nthe three and six months ended June 30, 2026, and 2025, as the result would be anti-dilutive.

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(2)

Includes the interest amount thereon and assumes the floor conversion price of $160.00.

(3)

Includes the principal and interest amount thereon and calculated based on the initial fixed conversion price of $160.00.

(4)

Assumes the maximum conversion thereon at the floor conversion price of $160.00.

(5)

Includes the interest amount thereon and assumes the floor conversion price of $160.00.

\n\n

(6)

Includes\nthe interest amount thereon and assumes the closing price as of the reporting date.

\n\n

(7)

Includes\nthe interest amount thereon and assumes the average closing price for the reporting period.

The\nfollowing table presents basic and diluted earnings (loss) per share attributable to discontinued operations for the three and six months\nended June 30, 2026, and 2025

	Three months ended		Six months ended
	June 30, 2026		June 30, 2025			June 30, 2026		June 30, 2025
Net income (loss) from discontinued operations - basic	$	3,927,715		$	(709,350	)	$	2,591,239	$	(1,029,656	)
Weighted average shares outstanding – basic		670,722			205,283			641,004		204,603
Net income (loss) per share from discontinued operations – basic	$	5.86		$	(3.46	)	$	4.04	$	(5.03	)

Net income (loss) from discontinued operations - diluted		3,920,835			(709,350	)		2,578,216		(1,029,656	)
Weighted average shares outstanding – diluted		697,250			205,283			659,879		204,603
Net income (loss) per share from discontinued operations – diluted	$	5.62		$	(3.46	)	$	3.91	$	(5.03	)
Excluded securities: (1)
Public Warrants		123,468			143,750			123,468		143,750
Private Warrants		6,963			6,963			6,963		6,963
Bridge Warrants		2,174			2,174			2,174		2,174
Extension Warrants		326			326			326		326
September 2024 Warrants		9,259			9,259			9,259		9,259
Quantum Convertible Note, related party (2)		-			23,281			-		23,281
Exchange Note (2)		-			10,342			-		10,342
September 2024 Convertible Note (3)		-			15,734			-		15,734
Series A Preferred stock common stock equivalents (4)		-			38,488			-		38,488
Stock options granted		10,046			10,046			10,046		10,046
Common stock issuance obligation		-			640			-		640
March 2025 Convertible Note (5)		-			771			-		437
May 2025 Convertible Note (6)		-			845			-		423
Common Stock Warrants		245,902			-			245,902		-

\n\n

(1)

The\nCompany’s diluted shares have not been included in the computation of diluted net loss per share from discontinued operations for\nthe three and six months ended June 30, 2025, as the result would be anti-dilutive.

(2)

Includes the interest amount thereon and assumes the floor conversion price of $160.00.

(3)

Includes the principal and interest amount thereon and calculated based on the initial fixed conversion price of $160.00.

(4)

Assumes the maximum conversion thereon at the floor conversion price of $160.00.

(5)

Includes the interest amount thereon and assumes the floor conversion price of $160.00.

\n\n

(6)

Includes\nthe interest amount thereon and assumes the closing price as of the reporting date.

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Cash

The\nCompany considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents.\nThe Company had no cash equivalents as of June 30, 2026, and December 31, 2025, respectively.

Periodically,\nthe Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The\namount in excess of federally insured limit as of June 30, 2026, was approximately $175,937. The Company has not experienced losses on\naccount balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these\ndeposits is not significant.

Accounts\nReceivable and Credit losses

The\nCompany carries its accounts receivable at net realizable value. The Company maintains an allowance for credit losses for the estimated\nlosses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”)\nissued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”),\nwhich requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit\nlosses on certain types of financial instruments, including trade receivables.

As\nof June 30, 2026, and December 31, 2025, respectively, the allowance for credit losses was $1,642,234 and $835,007 respectively.\nFor the three months ended June 30, 2026, and 2025, the Company recognized $516,418 and $125,964 of credit loss expense within general\nand administrative expense on the condensed consolidated statements of operations. For the six months ended June 30, 2026, and 2025,\nthe Company recognized $872,122 and $246,884 of credit loss expense within general and administrative expense on the condensed consolidated\nstatements of operations.

The\nfollowing table presents the Company’s allowance for credit losses on June 30, 2026, and December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n 2026			December 31, \n2025

Beginning allowance for credit losses	$	835,007			$	2,393,033
Add: Credit loss expense		872,122				1,029,317
Less: Accounts receivable write-off included in allowance for credit losses above		(64,895	)			(2,587,343	)
Ending allowance for credit losses	$	1,642,234			$	835,007

Leases

The\nCompany accounts for leases under ASC 842, Leases. Based on this standard, the Company determines if an agreement is a lease\nat inception. Operating leases are included in right-of-use assets and operating lease liabilities, less current portion on the Company’s\ncondensed consolidated balance sheets. Finance leases are included in fixed assets and finance lease liabilities on the Company’s\ncondensed consolidated balance sheets. Operating and finance lease right-of-use assets and liabilities are initially recognized based\non the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable\nto the location of the lease right-of-use asset, unless an implicit rate is readily determinable. As most of our leases do not provide\nan implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized\nborrowing over a similar term of the lease payments at commencement date. As we do not have any outstanding public debt, we estimated\nthe incremental borrowing rate based on our estimated credit rating and available market information. The incremental\nborrowing rate is subsequently reassessed upon a modification to the lease agreement.

As\npermitted under ASC 842, the Company has made an accounting policy election not to apply the recognition provisions of ASC 842 to short-term\nleases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee\nis reasonably certain to exercise); instead, the Company will recognize the lease payments for short-term leases on a straight-line basis\nover the lease term.

Stock-based\nCompensation

The\nCompany accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. Under the fair value\nrecognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized\nas an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company estimates the\nfair value of share options using the Black-Scholes option-pricing model, utilizing assumptions related to the contractual term\nof the instruments, estimated volatility of the price of the Common Stock, and current interest rates. The Company accounts for\nforfeitures as they occur.

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Table of Contents

Fair\nValue of Financial Instruments

“Fair\nvalue” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction\nbetween market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level\nof observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors,\nincluding the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives\nthe highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the\nlowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value\ncan be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of\njudgment applied in determining fair value.

The\ncarrying amounts are reflected in the accompanying balance sheets for cash, due from related party, and accounts payable approximate\nfair value due to their short-term nature. The three levels of the fair value hierarchy under ASC 820 are as follows:

\n\n

●

“Level\n1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

\n\n

●

“Level\n2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted\nprices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;\nand

\n\n

●

“Level\n3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,\nsuch as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In\nsome cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the\nlevel in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level\ninput that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its\nentirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy\nis based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

See\nNote 16 - Fair Value Measurements for additional information on assets and liabilities measured at fair value.

Warrant\nInstruments

The\nCompany accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s\nspecific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815 (Derivatives and\nHedging). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition\nof a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including\nwhether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment,\nwhich requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period\nend date while the warrants are outstanding.

For\nissued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component\nof additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,\nthe warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.\nThe Company has determined that its Public warrants, Private warrants, Bridge warrants, September 2024 warrants, Pre-funded warrants,\nCommon Stock warrants and Extension warrants are freestanding and meet equity classification under ASC 815 (Derivatives and Hedging)\nand are therefore classified in equity.

Long\n– term Investments

For\nequity investments that do not have readily determinable fair values, the Company measures the equity investment at cost minus impairment,\nif any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments\nof the Company. The Company periodically evaluates the carrying value of the equity investment, or when events and circumstances indicate\nthat the carrying amount of an asset may not be recovered.

On\nJanuary 16, 2026, the Company entered into a Stock Purchase Agreement with GoMyRx, Inc., a Wyoming corporation (“GoMRx”),\nand Go Biz Holdings, LLC, a Wyoming limited liability company (“GBiz”), pursuant to which the Company agreed to acquire an\napproximately 10% ownership interest in GoMRx for a total purchase consideration of $2,000,000.

As of the reporting date, the\nCompany has funded $749,800 of the total committed investment, of which $100,000 was funded in cash and the remaining amount\nwas satisfied through the issuance of 22,500 shares of the Company’s common stock.

The\nCompany does not have the ability to exercise significant influence over GoMRx and, accordingly, this investment is not accounted for\nunder the equity method. The investment is accounted for as an equity investment in a private company, measured at cost, less impairment,\nwith adjustments for observable price changes, if any.

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Table of Contents

Fixed\nAssets

Goodwill

Goodwill\nrepresents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. We evaluate\ngoodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting\nunit exceeds it carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit\nexceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the\nassessment concludes that it is more likely than not that the fair value of a reporting unit is less than it carrying value, a goodwill\nimpairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value\nof the two reporting units using both income and market-based models. Our models contain significant assumptions and accounting estimates\nabout discount rates, future cash flows, and terminal values that could materially affect our operating results or financial position\nif they were to change significantly in the future and could result in an impairment. We perform our goodwill impairment assessment whenever\nevents or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow\nestimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections\nat the date of evaluation. For the three and six months ended June 30, 2026, the Company performed qualitative analysis by assessing\nthat no adverse economic, industry, operational, or regulatory indicators were identified that would suggest impairment. Based on the\nqualitative assessment of relevant factors, the Company concludes that no impairment indicators or triggering events were identified\nthat required the Company to perform a quantitative analysis.

Intangible\nAssets

Intangible\nassets are presented at their historical costs, net of amortization. Historical cost of intangible assets acquired in a business combination\nrepresents the fair value at acquisition. The fair value at acquisition is determined based on the appraised value of the asset. Intangible\nassets are comprised of developed technology and customer relationships. Developed technology and customer relationships are amortized\nusing the straight-line method over the five-year and ten-year estimated useful lives of the assets, respectively. Identifiable intangible\nassets subject to amortization consist of the following:

	Estimated	June 30,			December 31,
	Useful Life	2026			2025
Customer relationships	10 years	$	2,100,000			$	2,100,000
Developed technology	5 years		10,000,000				10,000,000
Accumulated amortization			(4,419,996	)			(3,315,000	)
Intangible assets, net		$	7,680,004			$	8,785,000

Expected\namortization expense is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year ending December 31, 2026 (remaining six months)	$	1,105,004
Year ending December 31, 2027		2,210,000
Year ending December 31, 2028		2,210,000
Year ending December 31, 2029		1,210,000
Year ending December 31, 2030		210,000
Thereafter		735,000
Total	$	7,680,004

For the three months ended June\n30, 2026, and June 30, 2025, the Company recorded amortization expense of $552,500 and $552,500, respectively, within general and\nadministrative expenses in the condensed consolidated statements of operations. For the six months ended June 30, 2026, and June 30, 2025,\nthe Company recorded amortization expense of $1,104,996 and $1,104,998, respectively, within general and administrative expenses\nin the condensed consolidated statements of operations.

Original\nIssue Discount on Debt

When\nthe Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount\nand amortizes the discount as interest expense over the life of the underlying note payable.

Loss\nContingencies and Litigation

The\nCompany records reserve for loss contingencies if (a) information available prior to issuance of the condensed consolidated financial\nstatements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the condensed\nconsolidated financial statements and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not\nmet, but there is at least a reasonable possibility that a material loss will occur, the Company does not record and reserve for a loss\ncontingency but describes the contingency within a note and provides detail, when possible, of the estimated potential loss or range\nof loss. If an estimate cannot be made, a statement to that effect is made.

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Table of Contents

Recent\nAccounting Pronouncements

Recent\nAccounting Standards Adopted by the Company

ASU\n2024-04: In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20)—Induced\nConversions of Convertible Debt Instruments. The ASU clarifies the requirements for determining whether certain settlements of convertible\ndebt instruments should be accounted for as an induced conversion. The standard is effective for annual periods beginning after December\n15, 2025, and interim periods within those annual periods, with early adoption permitted for all entities that have adopted the amendments\nin ASU 2020-06. We adopted this standard during the first quarter of 2026 on a prospective basis. The adoption did not have a material\nimpact on the Company’s condensed consolidated financial statements presented.

ASU\n2025-05: In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit\nLosses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related\nto the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions\naccounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient.\nAn entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated.\nThe standard is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, with\nearly adoption permitted. The Company adopted this standard during the first quarter of 2026 on a prospective basis. The adoption did\nnot have a material impact on the Company’s condensed consolidated financial statements presented.

Accounting\nPronouncements Not Yet Effective

ASU\n2024-03: In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation\nDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated\ndisclosure of income statement expenses for public business entities. ASU 2024-03 is effective for fiscal years beginning after December\n15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently\nevaluating the impact of ASU 2024-03 on its disclosures in the condensed consolidated financial statements.

ASU\n2025-03: In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805), and Consolidation\n(Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03\nchanges how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new\nguidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU\n2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The\nCompany is currently evaluating the impact of adopting this new accounting guidance on its condensed financial statements and related\ndisclosures.

ASU\n2025-04: In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic\n718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU\n2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service\nconditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable\nto customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the\ntreatment of vesting conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning\nafter December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating\nthe impact of adopting this new accounting guidance on its condensed financial statements and related disclosures.

ASU\n2025-06: In September 2025, the FASB issued ASU 2025-06- Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):\nTargeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance\nfor internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required.\nASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption\nis permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures in the condensed consolidated\nfinancial statements.

ASU\n2025-11: In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which\nclarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list\nof required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last\nannual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December\n15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is in the process of evaluating\nthe impact of this new guidance on its disclosures in the condensed consolidated financial statements.

ASU\n2025-12: In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items,\nrepresenting the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments\nin this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods\nwithin annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis.\nEarly adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures in the condensed\nconsolidated financial statements.

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Management\ndoes not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect\non the Company’s condensed consolidated financial statements.

All\nother new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and,\naccordingly, are not expected to have a material impact once adopted. The Company continues to evaluate the impact of new accounting\npronouncements, including enhanced disclosure requirements, on its business processes, controls and systems.

Note\n3 Discontinued Operations

On May 31, 2026, the Company entered\ninto and consummated a Stock Purchase Agreement with Milton Chen, the Company's then co-Chief Executive Officer, Chairman of the Board,\nand Chief Executive Officer of VSee Lab, pursuant to which the Company sold all of its equity interests in VSee Lab, to Milton Chen. As\nconsideration for the transaction and the mutual release of certain liabilities under the agreement, Milton Chen transferred to the Company\n35,876 shares of the Company's common stock owned by him. In conjunction with the sale, Milton Chen assumed responsibility for certain\nVSee Lab obligations following the closing, while the Company retained specified pre-closing liabilities, and the Company relinquished\ncontrol of VSee Lab and deconsolidated the subsidiary. Accordingly, the operating results of VSee Lab have been presented as discontinued\noperations in the accompanying condensed consolidated financial statements.

The Company accounted for the\n35,876 shares of its common stock received from Milton Chen as a repurchase and cancellation of its common stock. The Company recognized\na gain on sale of discontinued operations of $4,168,878 in connection with the transaction.

No assets or liabilities were\nclassified as held for sale as of June 30, 2026, as the sale of VSee Lab was completed on May 31, 2026. The revenues and expenses of VSee\nLab have been separately presented as discontinued operations in the accompanying condensed consolidated financial statements.

The\nfollowing table represents the major components of the results of discontinued operations for the year ended December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Balance sheet - Discontinued operations	December 31, \n2025

ASSETS
Current assets:
Cash	$	214,841
Accounts receivable, net of allowance for credit losses of $64,895		279,597
Prepaids and other current assets		132,460
Current assets from discontinued operations		626,898

Non-current assets:
Fixed assets, net		37,627
Non-current assets from discontinued operations		37,627

Total assets from discontinued operations	$	664,525

LIABILITIES
Accounts payable and accrued liabilities	$	(2,206,332	)
Deferred revenue		(1,324,486	)
Loan payable, related party		(330,000	)
Total liabilities from discontinued operations	$	(3,860,818	)

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Table of Contents

The\nfollowing table represents the major components of the results of discontinued operations for the three and six months ended June 30,\n2026, and 2025:

	For the Three Months Ended			For the Six Months Ended
Statement of operations - Discontinued operations	June 30, \n 2026			June 30, \n 2025			June 30, \n 2026		June 30, \n 2025
Revenue
Subscription fees	$	415,430			$	880,327		$	1,020,900		$	1,707,672
Professional services and other fees		280,661				1,024,478			887,406			1,921,157
Technical engineering fees		58,614				430,124			127,291			829,970
Total revenue from discontinued operations	$	754,705			$	2,334,929		$	2,035,597		$	4,458,799

Less :
Cost of revenues		416,429				1,361,480			1,226,622			2,435,618
Compensation and related benefits		322,647				1,224,363			1,805,631			2,388,413
General and administrative		254,036				447,756			556,493			617,693
Interest expense		-				18,219			21,155			54,270
Other income, net		-				(10,295	)		-			(10,295	)
Gain on sale of discontinued operations		(4,168,878	)			-			(4,168,878	)		-

Income (loss) from discontinued operations before provision for income taxes		3,930,471				(706,594	)		2,594,574			(1,026,900	)

Provision for income taxes		(2,756	)			(2,756	)		(3,335	)		(2,756	)

Net income/(loss) from discontinued operations	$	3,927,715			$	(709,350	)	$	2,591,239		$	(1,029,656	)

Note 4\nLeases

Operating\nLeases

The\nCompany has operating lease for real estate. Operating lease right-of-use assets are summarized below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n2026			December 31, \n2025
Office lease	$	133,112			$	133,112
Less: Accumulated amortization		(124,767	)			(119,808	)
Right-of-use assets, net	$	8,345			$	13,304

Operating\nlease liabilities are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n2026			December 31, \n2025
Office lease	$	8,345			$	13,304
Less: current portion		(8,345	)			(10,394	)
Long term portion	$	-			$	2,910

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Table of Contents

Future\nminimum rent payments under the operating lease are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Total
Year ending December 31, 2026 (remaining 6 months)		6,000
Year ending December 31, 2027		3,000
Total future minimum lease payments		9,000
Less: Imputed interest		(655	)
Present value of payments	$	8,345

Expenses\nincurred with respect to the Company’s operating leases during the three and six months ended June 30, 2026, which are included\nin general and administrative expenses on the condensed consolidated statements of operations are set forth below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Three Months Ended
	June 30, \n2026		June 30, \n 2025
Operating lease expense	$	3,000		$	39,946
Total operating lease expense	$	3,000		$	39,946

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Six Months Ended
	June 30, 2026		June 30, 2025
Operating lease expense	$	6,000		$	75,581
Total operating lease expense	$	6,000		$	75,581

The\nweighted average remaining lease term and the weighted average discount rate on the operating leases are set forth below.

	June 30, 2026			December 31, 2025
Weighted average remaining lease term (years)		0.75			1.3
Weighted average discount rate		18.50	%		18.50	%

Finance\nLeases

Pursuant\nto a settlement agreement, the Company paid $1,197,891 to a bank on January 15, 2026, in exchange for the release of certain judgment\nliens. Of the total amount due on that date, $772,620 related to finance lease liabilities, which was settled through a cash payment\nof $591,118 and a gain on extinguishment amounting to $181,501, which was recorded within ‘Gain on extinguishment of financial\nliabilities’ in the condensed consolidated statements of operations.

Accordingly,\nthe finance lease liabilities have been fully settled as of June 30, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n2026			December 31, \n2025
Equipment lease	$	736,624			$	736,624
Less: Accumulated amortization		(716,547	)			(544,575	)
Leased equipment, net	$	20,077			$	192,049

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Table of Contents

Finance\nlease liabilities are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Equipment lease	$	-		$	131,062
Less: current portion		-			(131,062	)
Long-term portion	$	-		$	-

Total\nfinance lease cash payments made during the three and six months ended June 30, 2026, were $0 and $25,000 respectively. As such, as of\nJune 30, 2026, and December 31, 2025, $0 and $641,558, respectively, of the Company’s financing lease liabilities are included\nin accounts payable and accrued liabilities on the condensed consolidated balance sheets.

Expenses\nincurred with respect to the Company’s finance leases during the three and six months ended June 30, 2026, which are included in\nthe condensed consolidated statements of operations are set forth below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Three Months Ended
	June 30, \n2026		June 30, \n 2025
Amortization expense	$	85,985		$	85,986
Interest expense		-			12,734
Total finance lease expense	$	85,985		$	98,720

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Six Months Ended
	June 30, \n2026		June 30, \n 2025
Amortization expense	$	171,971		$	171,971
Interest expense		5,298			27,718
Total finance lease expense	$	177,269		$	199,689

The\nweighted average remaining lease term and the weighted average discount rate on the finance leases are set forth below.

	June 30, 2026			December 31, 2025
Weighted average remaining lease term (years)*		-			0.6
Weighted average discount rate*		-	%		19.30	%

\n\n

The\nfinance leases obligations of the Company have been fully settled as of June 30, 2026.

Note 5\nAccounts Payable and Accrued Liabilities

The\ncomponents of accounts payable and accrued liabilities are summarized as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n2026		December 31, \n2025
Accounts payable	$	3,807,558		$	5,312,678
Accrued compensation and benefits		1,408,477			1,981,452
Accrued interest		338,594			366,279
Accrued financing lease		-			641,558
Other accrued liabilities		841,419			1,028,475
	$	6,396,048		$	9,330,442

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Table of Contents

Note 6\nFactoring Payable

The\nCompany has entered into certain factoring payable agreements. Except as specifically set forth below, the factoring purchase agreements\nare not collateralized by a general security agreement over iDoc’s personal property and interests. No interest rate\nis associated with these factoring purchase transactions and no time during which the amount sold must be collected because the weekly\namount is subject to adjustment based on future receipts generated by iDoc or the Company

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered into on June 21, 2023, pursuant to which iDoc sold $299,000 of future receipts for\na net purchase price of $207,639 and under which iDoc authorized the factoring purchaser to collect $7,475 weekly. During the year ended\nDecember 31, 2025, the Company entered into a Stipulation of Settlement with the factoring purchaser, under which a previously issued\njudgment of $161,268 was settled for a fixed settlement amount of $50,000. Following the same, the factoring payable under this\nJune 21, 2023, Future Receipts Sale Agreement was fully repaid as of December 31, 2025.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered into on June 28, 2023, pursuant to which iDoc sold $140,000 of future receipts for\na net purchase price of $100,000 and under which iDoc authorized the factoring purchaser to collect $5,000 weekly. The factoring payable\nunder the June 28, 2023, Future Receipts Sale Agreement was fully repaid during the year ended December 31, 2025.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered into on October 13, 2023, pursuant to which iDoc sold $186,250 of future receipts\nfor a net purchase price of $125,000 and under which iDoc authorized the factoring purchaser to collect $1,552 weekly. Furthermore, the\nagreement was not collateralized by a general security agreement over iDoc’s accounts, including, without limitation, all deposit\naccounts, accounts receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory.\nDuring the year ended December 31, 2025, this agreement was terminated pursuant to a payoff arrangement under which the purchaser agreed\nto accept a fixed amount of $50,000 as full and final settlement of the remaining balance owed. The factoring payable under the October\n13, 2023, Future Receipts Sale Agreement was fully repaid as of December 31, 2025.

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Note 7\nLine of Credit and Notes Payable, net of discount

The\nfollowing is a summary of the notes payable as of June 30, 2026 and December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Notes Payable	June 30, 2026			December 31, 2025
Note payable issued November 29, 2021	$	-			$	336,983
Note payable issued December 1, 2021		1,500,600				1,500,600
Note payable issued August 18, 2023		64,000				64,000
Note payable issued August 3, 2023		33,000				33,000
September 2025 Promissory Note		158,517				446,192
Encompass SBA loan		200,000				-
First Insurance Funding loan		66,705				-
Total notes payable		2,022,822				2,380,775
Less: Current portion		(334,582	)			(880,175	)
Less: Fair value adjustment for debt		(906,659	)			(906,659	)
Total notes payable, net of current portion	$	781,581			$	593,941

Required\nprincipal payments under the Company’s notes payable are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year Ending December 31, 2026 (Remaining 6 months)	$	334,582
Year Ending December 31, 2027		37,720
Year Ending December 31, 2028		39,008
Year ending December 31, 2029		40,646
Year ending December 31, 2030		42,198
Thereafter		1,528,668
Total	$	2,022,822

Description\nof Notes Payable

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following\noutstanding notes payable liabilities from iDoc.

\n\n

(1)

On\nNovember 29, 2021, the iDoc issued a $654,044 promissory note to a bank, collateralized by all the assets of iDoc. Interest was\npayable monthly at the annual fixed rate of 4.284%. On November 1, 2023, iDoc entered into a forbearance agreement with a maturity\ndate of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (6.75% and 6.75%\nat June 30, 2026, and December 31, 2025, respectively) (See Note 11 - Commitments, Contingencies, and Concentration Risk). iDoc was required\nto pay the loan in 36 payments of $19,409. Pursuant to a settlement agreement, the Company paid $1,197,891 to the bank on January\n15, 2026, in consideration of the release of certain judgment liens which included the remaining balance due on this note payable. Included\nin the amount due on January 15, 2026, it was $336,983 pertaining to this note. This amount was settled through a payment of $257,820\nand a gain on extinguishment amounting to $79,163. The gain on extinguishment was recorded within ‘Gain on extinguishment of financial\nliabilities’ in the condensed consolidated statements of operations. As of June 30, 2026, and December 31, 2025, the outstanding\nbalance on the promissory note was $0 and $336,983. For the three and six months ended June 30, 2026, the Company recorded $0 in interest\nrelated to the promissory note. For the three and six months ended June 30, 2025, the Company recorded $10,559 and $19,985 in interest\nrelated to the promissory note, respectively. The accrued interest balance, which was included within accounts payable and accrued liabilities\non the condensed consolidated balance sheets, as of June 30, 2026, and December 31, 2025, was $0 and $0, respectively.

\n\n

(2)

On\nDecember 1, 2021, iDoc issued a promissory note to a bank in the amount of $500,000. On February 25, 2022, iDoc received an\nextension of $1,000,600 on the promissory note. The promissory note is collateralized by all the assets of iDoc and the private property\nof iDoc’s then Chief Executive Officer, Imoigele Aisiku. Interest is accrued monthly at the annual fixed rate of 3.75%. The\npromissory note matures on December 19, 2051. As of each of June 30, 2026, and December 31, 2025, there was an outstanding balance\nof $1,500,600 on the promissory note. Commencing on January 1, 2024, iDoc is required to make monthly installment payments,\nincluding principal and interest, of $7,682. For the three and six months ended June 30, 2026, $13,721 and $28,059 was recorded in interest\nrelated to the promissory note, respectively. For the three and six months ended June 30, 2025, $14,029 and $27,905 was recorded\nin interest related to the promissory note. The accrued interest balance, which were included within accounts payable and accrued liabilities\non the condensed consolidated balance sheets, as of June 30, 2026, and December 31, 2025, were $228,452 and $200,393. The note is currently\nin default for late payment.

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\n\n

(3)

On\nAugust 3, 2023, iDoc issued a 10.00% original issue discount promissory note to an accredited investor with a principal balance of $33,000.\nNotes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest\nexpense over the life of the underlying note payable. The promissory note matured on November 1, 2023, and is collateralized by\nall the assets of iDoc. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity.\nUpon an event of default, the interest rate on the note increases to the greater of 26% per annum or the maximum rate allowed by the\nlaws governing this agreement. The Company recognized total interest expense of $2,145 and $4,290 for the three and six months ended\nJune 30, 2026, and 2025. The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance\nsheets, as of June 30, 2026, and December 31, 2025, was $21,645 and $19,370, respectively. As of each of June 30, 2026, and December\n31, 2025, the outstanding balance of the promissory note was $33,000. The note is currently in default for late payment, and as such,\nthe Company has classified the entire note in full in current liabilities.

\n\n

(4)

On\nAugust 18, 2023, iDoc issued an 8.50% original issue discount promissory note to an accredited investor with a principal balance of $64,000.\nNotes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized\nas interest expense over the life of the underlying note payable. The promissory note matured on November 16, 2023, and is collateralized\nby all the assets of iDoc. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity.\nUpon an event of default, the interest rate on the note increases to the greater of 26% per annum or the maximum rate allowed by the\nlaws governing this agreement. As of June 30, 2026, and December 31, 2025, the promissory note net of unamortized debt discount was $64,000.\nThe Company recognized $4,160 and $8,320 as interest at the default interest rate for the three and six months ended June 30, 2026, and\nJune 30, 2025. The Company had $42,880 and $34,560 in accrued interest which is included within accounts payable and accrued liabilities\nin the condensed consolidated balance sheets, as of June 30, 2026, and December 31, 2025, respectively. The note is currently in default\nfor late payment, and as such, the Company has classified the note in full in current liabilities.

March\n2025 Promissory Note

On\nMarch 20, 2025, the Company entered into Amendment No. 1 to the Securities Purchase Agreement, originally dated as of September 30, 2024\n(the “Purchase Agreement”), pursuant to which the Company issued and sold a senior secured convertible promissory note in\nthe principal amount of $555,556 (the “March 2025 Promissory Note”). The Company received $500,000 in initial proceeds, reflecting\nan original issue discount (OID) of approximately 10%. This transaction was completed as part of the second closing under the terms of\nthe Purchase Agreement.

The March 2025 Promissory\nNote matured on November 1, 2025, and provides for a minimum interest amount equal to 5% of the initial principal, fully earned and accrued\non the original issue date, with interest accruing at 5% per annum and payable monthly in cash. Interest in excess of the minimum amount\nwill accrue at a rate of 5% per annum, increasing to 24% per annum upon the occurrence of an event of default. The minimum interest amount\nis payable in 8 equal installments of $2,315 per month beginning on April 20, 2025.

The\nMarch 2025 Promissory Note is prepayable at any time (unless an event of default has occurred) with advance notice and is mandatorily\nprepayable upon the occurrence of a subsequent offering, with the redemption amount paid from the financing proceeds. The note can be\naccelerated upon an event of default either automatically or at the option of the note holder, depending on the nature of the event.\nUpon an uncured event of default, the Holder may accelerate the note and require immediate payment of all outstanding principal and accrued\ninterest.

If\nany payment due under the March 2025 Promissory Note is not paid when due, the Company shall pay a late fee equal to ten percent (10%)\nof such payment, due and payable immediately upon such failure.

The\nMarch 2025 Promissory Note is secured by substantially all of the Company’s assets and includes certain covenants which restrict\nthe Company’s ability to enter into certain agreements or transactions without the lender’s consent.

In connection with the second\nclosing under the Purchase Agreement and the March 2025 Promissory Note, the Company also issued 1,250 shares of Common Stock to the\ninvestor as additional consideration for entering into the agreement, which were classified in stockholders’ equity upon issuance.

The\nCompany identified certain embedded features within the March 2025 Promissory Note that would require bifurcation. However, the value\nof such embedded derivatives was de minimis and, accordingly, the March 2025 Promissory Note is accounted for at amortized cost using\nthe effective interest method. The proceeds from the issuance of the March 2025 Promissory Note were allocated between the March 2025\nPromissory Note and the common shares on a relative fair value basis. The amount allocated to the March 2025 Promissory Note was $409,366\nand to the common shares was $90,634.

On November 11, 2025, the March\n2025 Promissory Note consisting of principal of $555,555 and accrued interest of $56,323, with an aggregate amount of $611,878 was converted\nto an aggregate of 11,767 shares of the Company’s common stock at a conversion rate of $60.08 per share. The Company accounted\nfor the conversion under the debt extinguishment model and recognized a loss on extinguishment of $95,077 reflecting the difference between\nthe carrying value of the note being converted and the fair value of the shares of common stock issued upon conversion (which was $706,955).

Following\nthis transaction, the March 2025 Promissory Note was fully settled, and no principal remained outstanding as of June 30, 2026, and December\n31, 2025. The interest expense recognized for the three and six months ended June 30, 2026, was $9,237.

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September\n2025 Promissory Note

On\nSeptember 5, 2025, the Company entered into a Master Business Loan Agreement (the “MBLA”) whereby the investor agreed to,\nfor a period of up to three years, make advances to the Company (each, an “Advance”) in the aggregate amount of $2,500,001,\nupon the Company’s request and satisfaction of certain conditions.

On\nSeptember 5, 2025, the investor made an initial Advance of $525,000 (the “Initial Advance”). Each additional Advance may\nnot individually exceed $250,000 and may only be made at most every 90 days. The MBLA contains customary representations, warranties,\nand covenants for a transaction of this nature. During the term of the MBLA, the Company is prohibited from: (i) incurring any indebtedness\n(other than ordinary course trade debt), and (ii) paying any dividends or making distributions on the Company’s equity interests.\nThe MBLA provides for certain events of default that are typical for a transaction of this type, including, among other things, failure\nto make payment, default with respect to any other indebtedness of the Company, and any change in ownership of 50% or more of the equity\ninterests of the Company. In connection with the Initial Advance, the Company issued a commercial promissory note to the investor (the\n“September 2025 Promissory Note ”), which the Company is required to repay in 12 weekly payments of $7,500 each followed\nby 40 weekly payments of $15,863 each (for an aggregate total of $724,500).

The\nSeptember 2025 Promissory Note may be prepaid at any time by payment of an amount equal to the Initial Advance plus 3.167% of the Initial\nAdvance for each month from the date of the advance to the date of payment (subject to a minimum of 20%). Upon an event of default under\nthe MBLA, payment under the September 2025 Promissory Note may be accelerated and a default fee equal to 10% of the outstanding balance\nwill become due. The September 2025 Promissory Note, and any future notes issued pursuant to the MBLA, is secured by a junior lien on\nall assets of the Company and the validity and performance of which are guaranteed personally by Imoigele Aisiku (the Company’s\nCEO), and Milton Chen (the Company’s former Co-CEO). Mr. Aisiku also entered into a pledge agreement in favor of the investor whereby\nhe pledged, as security for the payment and performance of all obligations of the Company under the MBLA, all shares of common stock and\nother equity interests held by Mr. Aisiku in the Company.

As\nof June 30, 2026, and December 31, 2025, the outstanding balance on the September 2025 Promissory Note is $158,517 and $446,192, respectively.\nThe interest expense recognized for the three and six months ended June 30, 2026, is $62,375 and $112,250, respectively. The interest\nexpense recognized for the three and six months ended June 30, 2025, is $0.

October\nPromissory Note - 1

On\nOctober 9, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 1 Purchase Agreement”)\nwith an accredited institutional investor (the “October Promissory Note - 1 Investor”) pursuant to which the Company issued\nto the October Promissory Note - 1 Investor a secured note in the aggregate principal amount of $133,333 (the “October Promissory\nNote - 1”) for a purchase price of $120,000. The October Promissory Note - 1 bears interest at the rate of 5% per annum, matured\non May 8, 2026, and is secured by all assets of the Company. The October Promissory Note - 1 is not convertible and provides for certain\nevents of default that are typical for a transaction of this type, including, among other things, any breach of the representations or\nwarranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment\nof the October Promissory Note - 1, the interest rate will accrue at a rate equal to the lesser of 24% per annum or the maximum rate\npermitted under applicable law. For as long as the October Promissory Note – 1 remains outstanding, the October Promissory Note\n- 1 Purchase Agreement: (1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide\nthe October Promissory Note - 1 Investor with any more favorable terms granted to any future purchaser or holder of the Company’s\ndebt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.

On\nDecember 10, 2025, the October Promissory Note - 1 was entirely paid off by the Company. The interest expense recognized on the October\nPromissory Note - 1 for the three and six months ended June 30, 2025, was $0.

October\nPromissory Note - 2

On\nOctober 20, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 2 Purchase Agreement”)\nwith an accredited institutional investor (the “October Promissory Note - 2 Investor”) pursuant to which the Company issued\nto the October Promissory Note - 2 Investor a secured note in the aggregate principal amount of $133,333 (the “October Promissory\nNote - 2”) for a purchase price of $120,000. The October Promissory Note - 2 bears interest at the rate of 5% per annum and\nmatured on May 20, 2026. The October Promissory Note - 2 is not convertible and provides for certain events of default that are typical\nfor a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or\nits subsidiaries. In connection with any event of default that results in the acceleration of payment of the October Promissory Note -\n2, the interest rate on the October Promissory Note - 2 Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum\nrate permitted under applicable law. For as long as the October Promissory Note - 2 remains outstanding, the October Promissory Note -\n2 Purchase Agreement: (1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide\nthe October Promissory Note - 2 Investor with any more favorable terms granted to any future purchaser or holder of the Company’s\ndebt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.

On\nDecember 10, 2025, the October Promissory Note - 2 was entirely paid off by the Company. The interest expense recognized on the October\nPromissory Note - 2 for the three and six months ended June 30, 2025, was $0.

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First\nInsurance Funding Agreement

The\nCompany entered into a Premium Finance Agreement, effective January 1, 2026, with First Insurance Funding (“First Insurance”),\nto finance insurance premiums related to a management liability insurance policy.

Under\nthe agreement, First Insurance financed insurance premiums and related taxes and fees totaling approximately $176,750 for a 12-month\npolicy period commencing December 1, 2025. The financed amount accrues a finance charge calculated on a 365-day basis beginning on the\neffective date of the underlying policy.

The\nCompany made a down payment of $19,250, on January 1, 2026, resulting in an unpaid premium balance of $157,500. The amount financed under\nthe agreement totaled $158,051, which includes financed charges, and accrues finance charges at an annual percentage rate of 9.95%, resulting\nin total finance charges of approximately $7,297 over the term of the agreement. The agreement requires 10 monthly installments of approximately\n$16,535 each, with the first installment due on January 1, 2026. The amount payable is secured by the Company’s rights under such\npolicy.

If\nany payment due under the Premium Finance Agreement is not paid when due, a late charge will be assessed on any installment at least\n5 days in default, and the late charge will equal 5% of such payment or the maximum late charge permitted by law, whichever is less.

As\nof June 30, 2026, and December 31, 2025, the Company had an outstanding balance of $66,705 and $0, respectively, on the Premium Finance\nAgreement. The interest expense recognized for the three and six months ended June 30, 2026, was $3,932 and $7,863, respectively.

Line\nof credit

On\nNovember 29, 2021, iDoc received a revolving line of credit from the same bank that issued the $500,000 promissory note as described\nin the above “Description of Notes Payable” section. The line of credit is collateralized by iDoc’s assets. Interest\nwas payable monthly at 1.25% above the Wall Street Journal prime rate. On November 1, 2023, iDoc entered into a forbearance agreement\nwith a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal Prime Rate\n(6.75% and 6.75% on June 30, 2026, and December 31, 2025, respectively) (See Note 11 - Commitments, Contingencies, and Concentration\nRisk).

On\nDecember 13, 2024, the Company revised the forbearance agreement. Under the revised forbearance, the Company agreed to monthly payments\nof $25,000 beginning January 2025 to May 2025, and a payment in full of $1,541,106 on June 16, 2025.

On\nAugust 27, 2025, the Company revised the forbearance agreement and agreed to a payment of $50,000 on September 5, 2025, and a further\npayment of $100,000 on November 30, 2025.The remaining balance on the forbearance agreement is due December 10, 2025. As of June 30,\n2026, and December 31, 2025, the Company has accrued the obligation in line of credit and note payable, net of discount, right-of-use\nliability - finance, and accrued interest is included in accounts payable and accrued liabilities.

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the revolving\nline of credit. On January 15, 2026, the Company entered into a settlement agreement with bank related to its outstanding loan obligations.\nPursuant to a settlement agreement, the Company paid $1,197,891 to the bank on January 15, 2026, in consideration for the release\nof certain judgment liens. Included in the amount due on January 15, 2026, was $456,097 pertaining to line of credit. This amount was\nsettled through a payment of $348,952 and a gain on extinguishment amounting to $107,145. The gain on extinguishment was recorded within\n‘Gain on extinguishment of financial liabilities’ in the condensed consolidated statements of operations. Upon payment, the\nsettlement fully resolved all outstanding amounts owed to the bank, including this note payable issued on November 29, 2021.

The\nCompany recorded $0 in interest related to the line of credit for the three and six months ended June 30, 2026. The Company recorded\n$14,291 and $27,049 in interest related to the line of credit for the three and six months ended June 30, 2025, respectively.\nThe accrued interest balance, which is included within accounts payable and accrued liabilities on the condensed consolidated balance\nsheets, as of June 30, 2026, and December 31, 2025, were $0 and $456,097, respectively.

Encompass\nSBA Loan

As\npart of the settlement agreement entered on February 16, 2026, the Company assumed an SBA Economic Injury Disaster Loan with a principal\nbalance of $200,000 in settlement of an existing payable to the creditor (the “Encompass SBA Loan”). The loan was originally\nissued by the U.S. Small Business Administration on September 25, 2021, bears interest at a rate of 3.75% per annum, and is repayable\nin monthly installments of $1,030 in accordance with the original loan terms. All remaining principal and accrued interest is due and\npayable 30 years from the date of the Encompass SBA Loan.

As\non June 30, 2026, the outstanding balance of the Encompass SBA Loan is $200,000.

Note\n8 Convertible notes, at fair value

March\n2025 Convertible Note

On\nMarch 20, 2025, the Company entered into a Convertible Note Purchase Agreement (the “March 2025 SPA”), pursuant to which\nthe Company issued and sold a senior secured convertible promissory note in the principal amount of $108,696 (the “March 2025 Convertible\nNote”). The Company received $100,000 in initial proceeds, reflecting an 8% original issue discount. The March 2025 Convertible\nNote matures on December 20, 2025, and provides for a minimum interest amount guaranteed for the first six months, with interest accruing\nat 18% per annum and payable monthly in cash or common stock at the holder’s discretion. Interest in excess of the minimum amount\n(if applicable) will accrue at a rate of 18% per annum, increasing to 28% per annum upon the occurrence of an event of default. The minimum\ninterest amount is payable in 9 equal installments of $1,630 per month beginning on April 20, 2025.

The March 2025 Convertible Note\nis convertible into shares of the Company’s common stock at any time after three months from issuance (or earlier upon prepayment)\nby the holder, at a conversion price equal to the greater of (i) $160.00 per share or (ii) the lower of (a) the lowest average historical\nNasdaq Official Closing Price (NOCP) for the five trading days immediately preceding the closing, or (b) the NOCP on the day prior to\nclosing, subject to reverse stock split adjustment and most-favored nation protections. In addition, prior to a Qualified Financing, (as\ndefined in the March 2025 Convertible Note), the holder may elect to convert at a price equal to the lower of the then-current conversion\nprice or 75% of the effective price per share at which the Company issues common stock, options, or convertible securities to new investors\nin the Qualified Financing. The conversion price is subject to standard antidilution adjustments, including adjustments for stock splits,\ndividends, mergers, asset sales, volume resets, defaults, and down-round events. Conversion is subject to beneficial ownership and exchange\ncap limitations.

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The\nMarch 2025 Convertible Note is prepayable at any time (unless an event of default has occurred) at 110% of the outstanding balance and\nis mandatorily prepayable upon the occurrence of a Qualified Financing (gross proceeds ≥ $2,000,000), with the redemption amount paid\nfrom the financing proceeds. The note is also mandatorily prepayable upon a change of control at 120% of the outstanding balance. The\nnote can be accelerated upon an event of default either automatically or at the option of the note holder, depending on the nature of\nthe event. Upon an uncured event of default, the holder may accelerate the note and require payment of 115% of the outstanding principal\nand accrued interest (“Mandatory Default Amount”), plus $5,000 in liquidated damages, and may convert the Mandatory Default\nAmount at a more favorable “Alternative Conversion Price,” defined as the lower of the conversion price then in effect or\nthe lowest VWAP during the ten trading days prior to the default.

The\nMarch 2025 Convertible Note is secured by substantially all the Company’s assets and includes certain covenants which restrict\nthe Company’s ability to incur additional indebtedness, grant liens, pay dividends, or dispose of assets without the lender’s\nconsent.

In connection with the March\n2025 SPA and March 2025 Convertible Note, the Company also issued 313 shares of common stock to the investor as additional consideration\nfor entering into the agreement, which were classified in stockholders’ equity upon issuance.

After\nanalyzing the terms of the March 2025 Convertible Note and its embedded features, the Company elected to account for the March 2025 Convertible\nNote at fair value under the allowable fair value option election. As such, the Company initially recognized the March 2025 Convertible\nNote at its fair value of $238,020 and will subsequently measure the note at fair value with changes in fair value recorded in current\nperiod earnings. The original discount of $8,696 was recognized in the consolidated statements of operations as the March 2025 Convertible\nNote is recognized at fair value on a recurring basis. The Company recognized a loss of $138,020 on initial recognition of the March\n2025 Convertible Note as the fair value of the March 2025 Convertible Note exceeded the proceeds of $100,000, received on issuance.

On October 21, 2025, the March\n2025 Convertible Note consisting of principal amount of $108,696 and accrued interest of $44,017, with an aggregate amount of $152,713,\nwas converted to an aggregate of 4,009 shares of the Company’s common stock at a conversion rate of $75.60 per share. The Company\naccounted for the conversion under the debt extinguishment model and recognized a loss on extinguishment of $150,340, reflecting the\ndifference between the carrying value of the note being converted and the fair value of the shares of common stock issued upon conversion\n(which was $303,053).

Following\nthis transaction, the March 2025 Convertible Note was fully settled, and no principal remained outstanding as of June 30, 2026, and December\n31, 2025.

The interest expense recognized\non the March 2025 Convertible Note for the three and six months ended June 30, 2025, was $0 and $0, respectively. The Company recognized\na change in fair value of $0 and $0 for the three and six months ended June 30, 2025, respectively (See Note 16 – Fair Value\nMeasurements).

April\n2025 Promissory Note

On\nApril 15, 2025, the Company issued an unsecured promissory note to an institutional investor (the “April 2025 Promissory Note”),\nwith a principal balance of $70,000. The April 2025 Promissory Note bears interest at a fixed rate of 12.00% per annum for the six-month\nterm, equivalent to 2% of the principal balance per month ($1,400 per month), with interest payments due on the 15th day of each month,\nbeginning May 15, 2025. Principal and all outstanding interest was due and payable on October 15, 2025 (the “Maturity Date”).

Upon\nan event of default, the interest rate increases to the greater of 24% per annum or the maximum rate allowed by law. If any payment is\nnot made within six calendar days of its due date, a late charge equal to 5% of the overdue amount is assessed. The April 2025 Promissory\nNote may be prepaid in whole or in part at any time upon five business days’ notice to the lender, without penalty or premium.\nThe April 2025 Promissory Note is unsecured.

On\nMay 30, 2025, the Company issued a convertible promissory note (“May 2025 Convertible Note”) with a principal amount of $216,871.\nThe issuance of the May 2025 Convertible Promissory Note resulted in the modification of the previously outstanding April 2025 Promissory\nNote.

The\nMay 2025 Convertible Note states that the amount due and owing under the original April 2025 Promissory Note is consolidated with the\nnew May 2025 Convertible Note under the terms and conditions set forth therein; and hence, this consolidation leads to a modification\nof the original debt arrangement. The modification involved changes to the terms and cash flows of the debt. The present value of the\ncash flows under the new May 2025 Convertible Note differed by more than 10% from the present value of the remaining cash flows under\nthe original April 2025 Promissory Note, exceeding the 10 percent threshold prescribed by ASC 470-50. As a result, the modification was\naccounted for as an extinguishment of the original April 2025 Promissory Note.

In\naccordance with ASC 470-50, the original April 2025 Promissory Note was derecognized, and the new May 2025 Convertible Note was recognized\nat its fair value. Any gain or loss resulting from the extinguishment was recognized in earnings for the period.

The\nCompany recognized the May 2025 Convertible Note at fair value at $342,996 and recognized a loss of $126,125 on derecognition of the\noriginal April 2025 Promissory Note. Refer to the May 2025 Convertible Note section below.

May\n2025 Convertible Note

On May 30, 2025, the Company\nissued the May 2025 Convertible Note, which is one of a series of duly authorized and validly issued promissory notes of the Company,\nissued and sold by the Company pursuant to the September 2024 Securities Purchase Agreement, dated as of March 31, 2025. The principal\namount of the May 2025 Convertible Note is $216,871. The May 2025 Convertible Note combines the outstanding amount due under the April\n2025 Promissory Note, totalling $70,431, with an additional $146,440 of new funding to issue a single Convertible Promissory Note in the\nprincipal amount of $216,871. The note matured on November 1, 2025, and accrues interest at 5% per annum, payable monthly in cash. The\nMay 2025 Convertible Note provides for a minimum interest amount equal to 5% of the initial principal, fully earned and accrued on the\noriginal issue date, and payable monthly and any remaining amount upon repayment. Upon an event of default, the interest rate increases\nto 24% per annum or the maximum rate permitted by law.

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The\nMay 2025 Convertible Note is convertible into shares of the Company’s common stock at any time while outstanding, at a conversion\nprice equal to the lowest trading price of the Company’s common stock at any time after the original issue date.

The\nMay 2025 Convertible Note is prepayable at any time (unless an event of default has occurred) with advance notice and is mandatorily\nprepayable upon the occurrence of a subsequent offering, with the redemption amount paid from the financing proceeds. Before any prepayment\ncan be made, the holder has the option to convert the May 2025 Convertible Note into common stock at a conversion price equal to the\nlowest Trading Price (as defined in the May 2025 Convertible Note) of a share of the Company’s common stock at any time after the\nOriginal Issue Date, with respect to the prepayment amount. The May 2025 Convertible Note can be accelerated upon an event of default\neither automatically or at the option of the Holder, depending on the nature of the event. Upon an uncured event of default, the Holder\nmay accelerate the note and require immediate payment of all outstanding principal and accrued interest.

If\nany payment due under the May 2025 Convertible Note is not paid when due, the Company shall pay a late fee equal to ten percent (10%)\nof such payment, due and payable immediately upon such failure. The May 2025 Convertible Note states that the amount due and owing under\nthe previously outstanding April 2025 Promissory Note is consolidated with the new May 2025 Convertible Note under the terms and conditions\nset forth therein; this consolidation led to a modification and extinguishment of the original April 2025 Promissory Note, as disclosed\nseparately. Refer to the note above, related to the April 2025 Promissory Note for details.

The\nCompany elected to account for the May 2025 Convertible Note at fair value under the allowable fair value option election. As such, the\nCompany initially recognized the May 2025 Convertible Note at its fair value of $342,996 and subsequently measured the note at fair value\nwith changes in fair value recorded in current period earnings.

On\nSeptember 3, 2025, the May 2025 Convertible Note was amended, and the principal amount was increased by $62,500 which is payable on November\n1, 2025.

On February 23, 2026, the May\n2025 Convertible Note having a fair value of $311,586, was converted to an aggregate of 10,815 shares of the Company’s common stock\nat a conversion rate of $27.68 per share. The Company accounted for the conversion under the change in fair value model and recognized\na change in fair value of $(12,239) reflecting the difference between the carrying value of the note being converted and the fair value\nof the shares of common stock issued upon conversion.

Following\nthis transaction, the May 2025 Convertible Note was fully settled, and no principal remained outstanding as of June 30, 2026.

The\ninterest expense recognized on the May 2025 Promissory Note for the three and six months ended June 30, 2026, and 2025 was $0, and $0,\nrespectively. The Company recognized a change in fair value of $(62,473) and $0 for the three months ended June 30, 2026, and 2025, respectively\n(See Note 16 – Fair Value Measurements).

October\n2025 Convertible Note

On\nOctober 29, 2025, the Company entered into a convertible note purchase agreement (the “October 2025 Convertible Note Agreement”)\nwith an accredited institutional investor (the “October 2025 Convertible Note Investor”), whereby the October 2025 Convertible\nNote Investor purchased a convertible promissory note in the initial principal amount of $217,391 (the “October 2025 Convertible\nNote”) and 625 shares of the Company’s common stock for an aggregate purchase price of $201,000. Pursuant to the\nOctober 2025 Convertible Note Agreement, until the later of (i) 12 months after execution of the October 2025 Convertible Note\nAgreement and (ii) the Company’s obligations under the October 2025 Convertible Note are no longer outstanding, the October 2025\nConvertible Note Investor has the right, but not the obligation, to purchase another convertible promissory note from the Company on the\nsame terms and conditions as the October 2025 Convertible Note. The October 2025 Convertible Note accrues interest at a rate of 18%\nper annum; provided that interest for the first eight months accrues immediately and is guaranteed. Interest may be paid in\ncash or in common stock, as determined by the October 2025 Convertible Note Investor, commencing on December 1, 2025, and the October\n2025 Convertible Note matures on October 29, 2026. The Company may prepay 100% of the outstanding balance of the October 2025 Convertible\nNote at any time the Company is not in default, provided that the Company pays a prepayment fee equal to 10% of the outstanding balance.\nAt any time after January 29, 2026, the October 2025 Convertible Note Investor may convert any portion of the outstanding balance of the\nOctober 2025 Convertible Note into common stock at a price equal to $38.40 per share, subject to adjustments for dilutive issuances, stock\nsplits, defaults, and low volume of the common stock, as described further therein. The October 2025 Convertible Note may not be converted\nby the October 2025 Convertible Note Investor into shares of common stock if such conversion would result in the October 2025 Convertible\nNote Investor and its affiliates owning in excess of 9.99% of the number of shares of the common stock outstanding immediately after\ngiving effect to the issuance of all shares issuable upon conversion of the October 2025 Convertible Note. The October 2025 Convertible\nNote contains standard and customary events of default and covenants, including that, for as long as the October 2025 Convertible Note\nremains outstanding: (1) the Company is prohibited from entering into a variable rate transaction, (2) the Company is required to provide\nthe October 2025 Convertible Note Investor with any more favorable terms granted to any future purchaser or holder of the Company’s\ndebt or securities and (3) if the Company conducts a Qualified Financing (as defined in the October 2025 Convertible Note), the Company\nmust prepay the October 2025 Convertible Note out of proceeds from the Qualified Financing and/or the October 2025 Convertible Note Investor\nmay convert October 2025 Convertible Note at the lower of the conversion price then in effect and 75% of the effective price at which\nthe Company issues securities in the Qualified Financing.

On\nDecember 18, 2025, the Company made a payment of $295,290, which included repayment of the $217,391 principal amount, accrued interest\nof $26,086, and default interest of $51,813. Following this payment, the October 2025 Convertible Note was fully satisfied.

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Exchange\nNote

In\nconnection with a securities purchase agreement by and among DHAC, VSee Lab, iDoc and an investor (the “Bridge Investor”)\ndated October 5, 2022 (the “Original Bridge SPA”), DHAC, VSee Lab, and iDoc each issued to the Bridge Investor a 10% original\nissue discount senior secured convertible notes (collectively the “Original Bridge Notes” and individually, the “DHAC\nBridge Notes,” “VSee Bridge Notes” and “iDoc Bridge Notes” when referring to Original Bridge Notes issued\nto DHAC, VSee Lab, and iDoc, respectively) in an aggregate principal amount of approximately $2,222,222. On November 21, 2023, DHAC,\nVSee Lab, iDoc and the Bridge Investor entered into an Exchange Agreement. Pursuant to the Exchange Agreement, the Bridge Investor agreed\nto exchange all amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than the principal amount\nof $600,000 thereof, and (iii) the iDoc Bridge Note other than the principal amount of $600,000 thereof for a senior secured convertible\npromissory note with an aggregate principal value of $2,523,744 (the “Exchange Note”). As such, the Company issued and sold\nthe Exchange Note to the Bridge Investor in connection with the closing of the Business Combination on June 24, 2024. The transactions\ncontemplated by the Exchange Agreement and the Exchange Note is hereby referred as the “Exchange Financing.”

The Exchange Note bears interest\nat a rate of 8% per annum and is convertible into shares of common stock of VSee Health at a fixed conversion price of $800.00 per share.\nThe conversion price of the Exchange Note is subject to reset if the Company’s common stock trades below $800.00 on the 10th business\nday after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the\ngreater of (x) 95% of the average lowest VWAP of the Company’s common stock in the 10 trading days prior to the measurement date\nand (y) $160.00. Amounts repaid may not be reborrowed. The Bridge Investor may set off and deduct the amounts due under the Exchange Note\npursuant to and in accordance with the terms of the Exchange Agreement. The Exchange Note is also guaranteed by each of the Company, VSee\nLab and iDoc and is fully secured by collateral of the Company and its subsidiaries including, without limitation, the intellectual property,\ntrademark, and patent rights.

The monetary amount of the\nobligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule in the Exchange Note (each,\nan “Amortization Payment”). As a result, the Exchange Note represents a debt instrument that the Company must or may\nsettle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the Company, be made in\nwhole or in part, in immediately available Dollars equal to the sum of the Amortization Payments provided for in the Exchange Note or,\nsubject to the Company complying with the equity conditions provided for in the Exchange Note on the date of such Amortization Payment,\nin common stock issued at 95% of the lowest VWAP in the prior ten (10) trading days prior to such Amortization Payment\n(the “Amortization Conversion Price”) but in no event will common stock be used to make such Amortization Payment if the Amortization\nConversion Price is less than $160.00.

The\nExchange Note represents share-settled debt that requires or may require the Company to settle the debt instrument by delivering\na variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest.\nAs a result, the Exchange Note is required to be accounted for as a liability under ASC 480. As required under ASC 480, the liability\nwill be re-measured at fair value at each reporting period with the changes in the fair value of the liability recognized in earnings.

On August 8, 2024, $566,740 outstanding\nprincipal on the Exchange Note was converted into 2,672 shares of Common Stock, at a conversion price based on a 5% discount to the prior\ntrading day VWAP. The Company accounted for the conversion under the debt extinguishment model and recognized a loss on extinguishment\nof $98,050, reflecting the difference between the carrying value of the Exchange Note being converted (recorded at fair value) and the\nfair value of the shares of common stock issued upon conversion (which was $664,790).

On November 26, 2024, $500,000\nof outstanding principal with accrued interest expense of $11,693 on the Exchange Note was converted into 3,198 shares of common stock.\nThe portion of the Exchange Note converted on this date had a fair value of $512,693.

On September 3, 2025, $304,288\nof outstanding principal with accrued interest expense of $137,057 and default interest expense of $13,712 on the Exchange Note was converted\ninto 7,500 shares of common stock. The portion of the Exchange Note converted on this date had a fair value of $450,000.

In October 2025, $1,219,516 of\noutstanding principal with accrued interest expense of $34,959 on the Exchange Note was converted into 20,922 shares of\ncommon stock. The Company accounted for the conversion as a change in fair value of $34,541 reflecting the difference between the\ncarrying value of the note being converted and the fair value of the shares of common stock issued upon conversion (which was $1,289,840).

Following\nthis transaction, the Exchange Note was fully settled, and no principal remained outstanding as of June 30, 2026, and December 31, 2025.

The\nCompany recognized an interest expense of $30,475 and $60,950 for the three and six months ended June 30, 2025, respectively and\na change in fair value of $22,739 and $986,636 for the three and six months ended June 30, 2025, respectively. (See Note 16\n– Fair Value Measurements).

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Quantum\nFinancing Purchase Agreement

On\nNovember 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant\nto which an institutional and accredited investor (the “Quantum Investor”) subscribed for and purchased, and DHAC would issue\nand sell to the Quantum Investor, at the closing of the Business Combination, a 7% original issue discount convertible promissory\nnote (the “Quantum Convertible Note”) in the aggregate principal amount of $3,000,000.

The Quantum Convertible Note\nwas issued and sold to the Quantum Investor subsequent to the closing of the Business Combination on June 25, 2024. The Quantum Convertible\nNote was further amended on July 3, 2024, whereby the maturity date of the Quantum Convertible Note was changed from June 25, 2025, to\nJune 30, 2026, and that eighteen months of interest will be guaranteed regardless of early pay or redemption. Furthermore, the Quantum\nConvertible Note bears interest at a rate of 12% per annum and is convertible into shares of the Company’s Common Stock at\n(1) a fixed conversion price of $800.00 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Convertible\nNote) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of\ndetermination. The conversion price of the Quantum Convertible Note is subject to reset if the average of the daily VWAPs for the three\n(3) trading days prior to the 30-day anniversary of the Quantum Convertible Note issuance date (the “Average Price”)\nis less than $800.00, to a price equal to the Average Price but in no event less than $160.00. In addition, the Company at its option\ncan redeem early a portion or all amounts outstanding under the Quantum Convertible Note if the Company provides the Quantum Convertible\nNote holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s\nCommon Stock is less than $800.00. If an event of default occurs, the Quantum Convertible Note would bear interest at a rate of 18%\nper annum.

On\nJune 25, 2024, $2,700,000 net of originally issued discount of $210,000 and legal fees of $90,000 pursuant to the Quantum Convertible\nNote has been funded to the Company. The Quantum Convertible Note represents share-settled debt that requires or may require the\nCompany to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal\namount of the note plus accrued and unpaid interest. As a result, the Quantum Convertible Note was accounted for as a liability under\nASC 480 upon funding of the note. As required under ASC 480, the liability will be re-measured at fair value at each reporting period\nwith the changes in the fair value of the liability recognized in earnings. The original issue discount of $210,000 and direct cost of\n$90,000 was recognized as interest expense.\t

On\nJuly 3, 2024, the Company and the Quantum Investor agreed to modify certain terms of the Quantum Convertible Note. The modifications\nincluded the extension of the maturity date from June 25, 2025, to June 30, 2026, and an interest guarantee whereby the Quantum Investor\nwould receive 18 months of interest regardless of any early repayment or redemption of the Quantum Convertible Note. The Company concluded\nthat these changes represented a modification for accounting purposes as the change in the present value of the cash flows was less than\n10% and the change in the estimated fair value of the embedded conversion right was less than 10% of the carrying value. As such, the\nCompany accounted for the change in fair value related to the modification of terms as part of the change in fair value of the Quantum\nConvertible Note during the during year ended December 31, 2024 (See Note 16 - Fair Value Measurements).

On April 4, 2025, the Company\nissued 6 shares of its common stock to the Quantum investor at par value of $0.0001 per share.

On August 28, 2025, the Company\nagreed to issue 6,250 shares of its common stock, to the Quantum investor as consideration for facilitating emergency funding\nto support the Company. On October 28, 2025, the Company issued the 6,250 shares of its common stock to the Quantum investor\nin satisfaction of its previously recorded obligation. As of June 30, 2026, the shares had not yet been issued; however, the Company\nhas recorded a liability for the obligation to issue such shares, amount $305,000, which has been included in “Accounts payable\nand accrued liabilities” in the accompanying condensed consolidated balance sheet.

On\nAugust 28, 2025, the Company and the Quantum Investor agreed to modify certain terms of the Quantum Convertible Note. The modifications\nincluded the increase in the aggregate principal amount of the note from $3,000,000 to $3,380,000 and interest on outstanding principal\nbalance increased to an annual rate of 22% upon an Event of Default for so long as it remains uncured.

In October 2025, the Quantum Convertible\nNote consisting of $3,000,000 of principal and $1,196,203 of accrued interest, with an aggregate amount of $4,196,203 was\nconverted to an aggregate of 55,000 shares of the Company’s common stock. The Company accounted for the conversion as\na change in fair value of $739,797 reflecting the difference between the carrying value of the note being converted and the fair\nvalue of the shares of common stock issued upon conversion (which was $4,936,550).

In May 2026, the Quantum Convertible\nNote consisting of $399,364 of principal and $0 of accrued interest, with an aggregate amount of $399,364 was converted\nto an aggregate of 55,000 shares of the Company’s common stock. The Company accounted for the conversion as a change\nin fair value of $122,358 reflecting the difference between the carrying value of the note being converted and the fair value of\nthe shares of common stock issued upon conversion (which was $4,936,550).

As of June 30, 2026, and December\n31, 2025, the Quantum Convertible Note’s fair value was $0 and $351,307, respectively. The Company recognized interest expense of\n$11,243 for each of the three and six months ended June 30, 2026, and $0 and $540,000 for the three and six months ended June 30,\n2025, respectively, and a change in fair value of $(15,608) and $96,194 for the three and six months ended June 30, 2026, and a change\nin fair value of $111,194 and $207,388 for the three and six months ended June 30, 2025, respectively (See Note 16 - Fair Value Measurements).

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September\n2024 Security Purchase Agreement

On\nSeptember 30, 2024, the Company entered into a securities purchase agreement (the “September 2024 SPA”) with an accredited\nand institutional investor, pursuant to which the Company issued and sold to the investor promissory notes for an aggregate principal\namount of $2,222,222 (the “September 2024 Convertible Note”). The Company received $2,000,000 in initial proceeds from the\nSeptember 2024 Convertible Note, reflecting a 10% original issue discount. The September 2024 Convertible Note had an original maturity\ndate of March 30, 2026, and provides for a minimum interest amount at 15% of the initial principal amount of the note through maturity,\nor $333,333. Interest in excess of the minimum interest amount (if applicable) will accrue at a rate of 10% per annum. The interest rate\non the September 2024 Convertible Note will increase to 24% per annum upon the occurrence of an event of default. The minimum interest\namount is payable in 18 equal installments of $18,519 per month beginning on November 1, 2024. Repayments of principal will be paid in\n12 equal installments of $185,185 per month beginning on May 1, 2025. Any repayments of principal that are not funded through draws on\nthe ELOC Agreement are subject to a 5% cash payment fee.

The September 2024 Convertible\nNote is convertible into shares of the Company’s common stock at any time at an initial fixed conversion price of $160.00 per share,\nsubject to certain beneficial ownership and exchange cap considerations. The conversion price includes standard antidilution adjustments\nas well as adjustment in the event the Company sells or issues shares of common stock at a price less than the conversion price (a down-round\nevent). The September 2024 Convertible Note is prepayable at any time (unless an event of default has occurred) based on the outstanding\nprincipal, accrued interest and any remaining minimum interest amount payable through the remainder of the term of the note. The September\n2024 Convertible Note is mandatorily prepayable upon the occurrence of certain events (such as the issuance of stock or incurrence of\ndebt) and can be accelerated upon an event of default either automatically or at the option of the note holder, depending on the nature\nof the event.

The\nSeptember 2024 Convertible Note is secured by substantially all of the Company’s assets and includes certain covenants which restrict\nthe Company’s ability to enter into certain agreements or transactions without the lender’s consent.

In connection with the September\n2024 SPA and September 2024 Convertible Note, the Company also issued a warrant to the investor to purchase up to 9,259 shares of the\nCompany’s common stock. The warrant exercise price is $180 per share (exercisable on a cash or cashless basis) and will expire on\nSeptember 30, 2029. The exercise price includes standard antidilution adjustments as well as adjustment in the event the Company sells\nor issues shares of common stock at a price less than the exercise price (a down-round event). The Company assessed the warrant as a freestanding\nfinancial instrument and determined it did not include any provisions which would require liability classification under ASC 480, and\nthat it met the requirements to be considered indexed to the Company’s own stock and the additional equity classification requirements\nunder ASC 815-40. As such, the Company classified the warrant in stockholders’ equity upon its issuance. In addition, upon execution\nof September 2024 SPA, the Company issued 1,250 shares of common stock to the investor as additional consideration for entering into the\nSeptember 2024 SPA and related agreements, which were also classified in stockholders’ equity upon issuance.

After\nanalysing the terms of the September 2024 Convertible Note and its embedded features, the Company elected to account for the September\n2024 Convertible Note at fair value under the allowable fair value option election. As such, the Company initially recognized the September\n2024 Convertible Note at its fair value and will subsequently measure the note at fair value with changes in fair value recorded in current\nperiod earnings (or other comprehensive income, if specific to Company credit risk). The Company initially recorded the September 2024\nConvertible Note at its estimated issuance date fair value of $2,000,000, based on the initial proceeds received. As the proceeds were\nallocated in full to the September 2024 Convertible Note recorded at fair value, there were no proceeds remaining to allocate to the\nequity-classified warrants or shares issued under the terms of the September 2024 SPA, on a residual basis. In addition, the Company\nallocated the issuance costs incurred to the September 2024 Convertible Note, and as such expensed the $95,000 in issuance costs incurred.

In October 2025, outstanding\nprincipal of $2,222,222 and accrued interest of $555,815 on the September 2024 Convertible Note was converted into 46,234 shares\nof common stock at conversion rates between $56.00 and $110.40.

Following\nthis transaction, the September 2024 Convertible Note was fully settled, and no principal remained outstanding as of December 31, 2025.\nThe Company accounted for the conversion as a change in fair value of $958,791 reflecting the difference between the carrying value\nof the note being converted and the fair value of the shares of common stock issued upon conversion (which was $3,732,827).

The Company recognized interest\nexpense of $58,333 and $116,667 for the three and six months ended June 30, 2026, respectively, and a total change in fair value\nof $346,141 and $824,875 for the three and six months ended June 30, 2025, respectively (See Note 16 - Fair Value Measurements).

ADI\nFunding Convertible Note

On\nJune 8, 2026, the Company entered into a Securities Purchase Agreement with ADI Funding, LLC (“ADI Funding”), pursuant to\nwhich the Company issued a secured promissory note with an aggregate principal amount of $271,739 (the “ADI Funding Convertible\nNote”). The Company received gross proceeds of $250,000, reflecting an original issue discount of $21,739, or 8% of the principal\namount. The ADI Funding Convertible Note matures on November 30, 2026 and bears interest at a rate of 18% per annum. Pursuant to the\nterms of the ADI Funding Convertible Note, interest for the first six months on the principal amount accrues immediately and is guaranteed.\nInterest is payable monthly beginning June 30, 2026 and may be paid in cash or shares of the Company's common stock at ADI Funding’s\nsole discretion.

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The\noutstanding balance under the ADI Funding Convertible Note is due on November 30, 2026, unless earlier prepaid, accelerated upon an event\nof default, or converted in accordance with its terms. The Company may voluntarily prepay all or any portion of the outstanding balance\nat any time, provided that no event of default exists, at a redemption price equal to 110% of the amount being prepaid, together with\nany other amounts then due under the ADI Funding Convertible Note. In addition, upon receipt of proceeds from the Company's equity line\nof credit facility, the Company is required to repay the entire outstanding balance within two business days.

Upon\nthe occurrence and continuation of an event of default, the interest rate automatically increases to the lesser of 28% per annum or the\nmaximum rate permitted by applicable law. Following an uncured event of default, ADI Funding may accelerate the ADI Funding Convertible\nNote and require payment of a mandatory default amount equal to 120% of the outstanding principal and accrued interest. In the event\nthe outstanding balance is not repaid by the maturity date, ADI Funding may convert all or any portion of the outstanding balance into\nshares of the Company's common stock at a conversion price equal to 80% of the lowest closing market price of the Company's common stock\nduring the ten trading days immediately preceding the applicable conversion notice, subject to a beneficial ownership limitation of 4.99%,\nwhich may be increased to 9.99% upon prior notice by ADI Funding.

After\nevaluating the terms of the ADI Funding Convertible Note, including its conversion, redemption and default provisions, the Company elected\nthe fair value option pursuant to ASC 825, Financial Instruments. Accordingly, the ADI Funding Convertible Note was initially recorded\nat fair value and will be subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the\ncondensed consolidated statements of operations. The Company initially recorded the ADI Funding Convertible Note at its estimated issuance\ndate fair value of $250,000, based on the proceeds received. Because the proceeds were fully allocated to the ADI Funding Convertible\nNote, no proceeds were allocated to any other equity-linked features or instruments associated with the financing. The Company also allocated\nthe related issuance costs to the ADI Funding Convertible Note and recognized $21,739 of issuance costs as expense upon issuance.

As\nof June 30, 2026, and December 31, 2025, the ADI Funding Convertible Note’s fair value was $257,242 and $0, respectively. The Company\nrecognized a change in fair value of $7,242 and $7,242 for the three and six months ended June 30, 2026, respectively (See Note 16 –\nFair Value Measurements).

ClearThink\nConvertible Note

On June 22, 2026, the Company\nentered into a Securities Purchase Agreement with ClearThink Capital Partners, LLC (“ClearThink”), pursuant to which the Company\nissued an unsecured promissory note with a principal amount of $280,000 (“ClearThink Convertible Note”). The Company received\ngross proceeds of $250,000, reflecting an original issue discount of $30,000. The ClearThink Convertible Note matures on June 22, 2027.\nPursuant to the terms of the ClearThink Convertible Note, a one-time interest charge of 12% of the principal amount, or $33,600, was applied\non the issuance date. The accrued interest and outstanding principal are payable in seven monthly installments beginning on December 22,\n2026, with six subsequent monthly payments thereafter and any remaining balance due on the maturity date. The Company may accelerate payments\nor prepay the note in full at any time without penalty.

The ClearThink Convertible Note\nis convertible, at the Holder's option, into shares of the Company's common stock beginning 180 days after issuance. The conversion price\nis equal to 85% of the lowest closing price of the Company's common stock during the ten trading days preceding the applicable conversion\nnotice date, subject to a floor price of $0.80 per share. ClearThink’s conversion rights are subject to a beneficial ownership\nlimitation of 4.99% of the Company's outstanding common stock.

Upon\nthe occurrence and continuation of an event of default, including non-payment, breaches of covenants, bankruptcy-related events, delisting\nof the Company's common stock, or failure to comply with Exchange Act reporting obligations, the outstanding amount becomes immediately\ndue and payable. Upon an event of default, ClearThink is entitled to receive a default amount equal to 120% of the outstanding principal\nbalance, accrued and unpaid interest, default interest and other amounts due under the ClearThink Convertible Note. If such default amount\nremains unpaid, the Holder may convert all or a portion of the outstanding balance into shares of the Company's common stock in accordance\nwith the conversion provisions of the ClearThink Convertible Note. The ClearThink Convertible Note also includes customary affirmative\nand negative covenants and default provisions.

After\nevaluating the terms of the ClearThink Convertible Note, the Company elected the fair value option pursuant to ASC 825, Financial\nInstruments. Accordingly, the ClearThink Convertible Note was initially recorded at fair value and will subsequently be remeasured\nat fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations. The\nCompany initially recorded the ClearThink Convertible Note at its issuance date fair value of $250,000. Because the proceeds were fully\nallocated to the ClearThink Convertible Note, no proceeds were allocated to any other embedded or freestanding equity-linked features\nassociated with the financing. The Company also allocated the related issuance costs to the ClearThink Convertible Note and recognized\n$25,000 of issuance costs as expense upon issuance.

As of June 30, 2026, and December\n31, 2025, the ClearThink Convertible Note’s fair value was $250,000 and $0, respectively. The Company recognized a change in fair\nvalue of $0 and $0 for the three and six months ended June 30, 2026, respectively (See Note 16 – Fair Value Measurements).

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Vanquish\nFunding Convertible Note

On\nJune 18, 2026, the Company entered into a bridge note financing arrangement with Vanquish Funding Group Inc. (“Vanquish Funding”),\npursuant to which the Company issued a bridge promissory note with an aggregate principal amount of $295,550 (the “Vanquish Funding\nConvertible Note”). The Company received net proceeds of approximately $250,000, reflecting an original issue discount of $38,550\nand transaction-related fees of $7,000 payable at closing. The Vanquish Funding Convertible Note matures ten months from the issuance\ndate and bears interest at a rate of 12% per annum. Pursuant to the terms of the Vanquish Funding Convertible Note, a minimum interest\namount of $35,466 is due and payable to Vanquish Funding regardless of actual interest accrual.

Outstanding\nprincipal and interest under the Vanquish Funding Convertible Note are payable in five installments consisting of an initial payment\nof $165,508 due on December 15, 2026, followed by four monthly payments of $41,377 due on January 15, 2027, February 15, 2027, March\n15, 2027 and April 15, 2027. The Company is entitled to a five-day grace period with respect to each payment, after which a missed payment\nconstitutes an event of default.

The\nVanquish Funding Convertible Note may be prepaid by the Company at any time, subject to payment of a specified percentage of the then-outstanding\nbalance. The applicable prepayment percentage ranges from 95% during the first 60 days following issuance to 98% during days 121 through\n180, as set forth in the Vanquish Funding Convertible Note.

Upon\nthe occurrence of an event of default, the outstanding principal and interest balance of the Vanquish Funding Convertible Note is increased\nto 150% of the then-outstanding amount. Following an event of default, Vanquish Funding may, at its sole discretion, convert amounts\noutstanding under the Vanquish Funding Convertible Note into shares of the Company’s common stock at a conversion price equal to\n75% of the lowest closing bid price of the Company’s common stock during the ten trading days immediately preceding conversion.\nVanquish Funding’s conversion rights are subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding\ncommon stock. In addition, unless an exception applies, conversions are subject to an exchange limitation that restricts issuances in\nexcess of 19.99% of the Company’s outstanding common stock.

At closing, the Company agreed\nto pay $2,500 to Vanquish Funding’s legal counsel for document preparation and a $4,500 due diligence fee to Vanquish Funding.

As\nof June 30, 2026, and December 31, 2025, the Vanquish Funding Convertible Note’s fair value was $250,000 and $0, respectively.\nThe Company recognized a change in fair value of $0 and $0 for the three and six months ended June 30, 2026, respectively (See Note 16\n– Fair Value Measurements).

Other\ninstruments

ELOC\n/ Equity Financing

On\nNovember 21, 2023, DHAC entered into the equity line of credit purchase agreement (“ELOC Agreement”) dated November\n21, 2023 with the Bridge Investor pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated\nto purchase from DHAC, up to $50,000,000 of its newly issued shares of the Company’s common stock, from time to time over\na 36 month period (the “Equity Purchase Commitment Period”) beginning from the sixth (6th) trading day following\nthe closing of the Business Combination transaction (the “Equity Purchase Effective Day”), provided that certain conditions\nare met. The Company also agreed to file a resale registration statement to register shares of common stock to be purchased under the\nELOC Agreement with the SEC within 45 days following the Equity Purchase Effective Day and shall use commercially reasonable\nefforts to have such registration statement declared effective by the SEC within 30 days of such filing. During the Equity\nPurchase Commitment Period, the Company may suspend the use of the resale registration statement to (i) delay the disclosure of\nmaterial non-public information concerning the Company in good faith or (ii) amend the registration statement concerning material\ninformation, by providing written notice to the investor. Such suspension cannot be longer than 90 consecutive days (or 120 days\nin any calendar year). The investor has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling\nor hedging of the Company’s common stock. The deferred charge will be allocated and amortized over the ELOC Agreement once it is\ndrawn upon.

The\nCompany has analyzed the ELOC Agreement and determined that the contract should be recorded as a liability under ASC 815 and measured\nat fair value. As a result of the ASC 815 liability classification, the Company is required to re-measure the liability at fair value\nat each reporting period until the liability is settled.

The Company has determined that\nthe fair value of the ELOC Agreement is based upon management’s expected usage of the facility. The contract provides no scenario\nin which the Company may exercise the contract at above market rates (i.e., sell shares at a price above which the shares are currently\ntrading in the active market except that when the Company’s per share stock price drops below $160.00, the Bridge Investor has\nthe discretion to decide whether to purchase the Company’s common stock under the ELOC Agreement at a floor price of $160.00 per\nshare). Furthermore, the choice to exercise the ELOC Agreement is solely at the discretion of the Company (i.e., does not obligate the\nCompany in any manner). Additionally, the ELOC Agreement does not impose a fee or fine if the Company chooses not to exercise the contract.

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On March 20, 2025, the Company\nentered Amendment No. 1 to the ELOC Agreement, originally dated November 21, 2023, which modified the floor price to $100.00 and related\nterms of the ELOC Agreement. In accordance with ASC 815, the amendment requires remeasurement of the ELOC Agreement derivative liability\nat fair value as of the amendment date. Any resulting change in fair value is recognized in earnings for the period.

The\nELOC Agreement continued to be treated as a liability measured at fair value, with ongoing remeasurement at each reporting date until\nsettlement. The amendment did not introduce any new obligations or penalties for non-usage.

On\nOctober 18, 2025, the Company terminated the ELOC Agreement. Upon termination, no further shares may be sold under the ELOC Agreement,\nand the Company has no remaining obligations under the Equity Purchase Agreement. In accordance with ASC 815, the termination represents\na settlement event, and as such the Company has written off the ELOC Agreement liability through earnings as of the termination date.\nThe Company recorded a gain on extinguishment of the ELOC Agreement liability amounting to $42, during the year ended December 31, 2025.

As a result of the Company’s\ntermination of the ELOC Agreement on October 18, 2025, the fair value of the equity contract was reduced to $0 as of the termination\ndate. There were no amounts outstanding as of June 30, 2026, and December 31, 2025, respectively.

Note 9 Standby Equity Purchase Agreement

On\nJune 2, 2026, the Company entered into a Standby Equity Purchase Agreement (\"SEPA\") with YA II PN, Ltd. (the \"Investor\"),\npursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $10.0 million of shares of the Company's\ncommon stock over a 36-month period, subject to the terms and conditions set forth in the SEPA. The SEPA provides the Company with discretion\nto deliver advance notices requiring the Investor to purchase shares of common stock, subject to the effectiveness of a registration\nstatement and other conditions precedent. The Investor's purchase obligation is subject to specified ownership limitations, including\na 4.99% beneficial ownership cap, and limitations imposed by applicable Nasdaq rules. The purchase price for shares sold pursuant to\nan advance is equal to 97% of the lowest daily volume weighted average price (\"VWAP\") during the applicable three-trading-day\npricing period.

The\nSEPA became effective upon execution of the agreement on June 2, 2026. As of June 30, 2026, no advances had been requested or completed\nunder the SEPA. Accordingly, the SEPA liability was initially recognized at fair value upon issuance. On June 2, 2026, the Company recorded\na SEPA liability with a fair value of $145,174 and recognized a corresponding loss on issuance of SEPA of $145,174 in the condensed consolidated\nstatement of operations.

The\nSEPA liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. As of June 30,\n2026, the fair value of the SEPA liability remained $145,174, and accordingly, no change in fair value was recognized during the period\nfrom issuance through June 30, 2026.

As\nof June 30, 2026, the SEPA remained outstanding and available for future use by the Company, subject to the terms and conditions of the\nagreement.

Note\n10 Related Party

Related\nParty Transactions by iDoc

For\naccounting purposes, it was treated that the Company acquired and assumed the following related party transactions incurred by iDoc due\nto acquisition of iDoc on June 24, 2024.

\n\n

(1)

A\nrelated party balance due from the then CEO of iDoc, Imoigele Aisiku, for cash transferred through a company controlled by him. The balance\ndue from the related party on June 30, 2026, and December 31, 2025, were $315,473 and $304,614 respectively. The transactions and amounts\nare unsecured and non-interest-bearing and are not necessarily what third parties would agree to.

(2)

iDoc issued a promissory note on May 15, 2023, with a principal balance of $200,000 from a board member (“Holder”). The note bears no interest and was supposed to mature on May 15, 2026. iDoc shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots, from the 13^thto 20^th, that iDoc deployed. iDoc is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on the eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. As of June 30, 2026, and December 31, 2025, the related party promissory note was $141,651, including a fair value adjustment of $58,349. The loan is included in the Related Party Loan Payable disclosure on the condensed consolidated balance sheets. No interest is recognized for the three and six months ending June 30, 2026. The note is currently in default and repayable on demand.

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Related\nParty Transactions by VSee Health (DHAC)

For\naccounting purposes, it was treated that the Company acquired and assumed the following related party transactions incurred by DHAC due\nto the reverse merger with DHAC on June 24, 2024 (See Note 13 – Equity).

\n\n

(1)

On\nNovember 21, 2023, DHAC entered into a convertible note purchase agreement, pursuant to which an institutional and accredited investor,\nthe Quantum Investor, subscribed for and purchased, and the Company issued and sold to the Quantum Investor, after the Closing of the\nBusiness Combination on June 25, 2024, and as further amended on July 3, 2024, a 7% original issue discount convertible promissory\nnote, the Quantum Convertible Note, in the aggregate principal amount of $3,000,000. SCS Capital Partners LLC, a Sponsor affiliate,\nowns approximately 40.74% of the Quantum Investor. As of June 30, 2026, and December 31, 2025, $0 and $351,307, respectively\n(inclusive of principal plus accrued interest on) of the Quantum Convertible Note was due and payable.

\n\n

(2)

On\nJune 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC (“SCS”), who is an affiliate of our Sponsor,\npursuant to which we shall pay SCS $12,500 per month for business consulting services and $2,500 per month for access to remote office\nspace in Boca Raton, Florida. In addition, the Consulting Services Agreement calls for the issuance of $25,000 worth of shares of common\nstock at issuance and an additional $25,000 worth of common stock on or about each of the Company’s filings on Form 10-K or Form\n10-Q. The agreement shall continue for twelve (12) months and shall automatically continue on a six-month term basis thereafter unless\nterminated by either party. During the three months ended June 30, 2026, and 2025, the Company accrued expense amounting to $45,000,\nand $60,000, respectively, pertaining to the above-said agreements. The Company has accrued an amount of $100,000 related to the\nfuture common stock issuances as of June 30, 2026, and December 31, 2025. .

(3)

On June 24, 2024, DHAC owed the Sponsor and certain Sponsor affiliates $504,659 in advance to cover working capital needs, which were non-interest bearing due on demand. On June 25, 2024, $47,800 of such advances were repaid in cash. On November 8, 2024, the Sponsor affiliate, SCS and the Company executed a securities purchase agreement whereby certain working capital funds advanced by SCS in the aggregate amount of $405,000 as of December 31, 2024, were converted into 2,531 shares of Common Stock. The Company determined that the partial settlement of the working capital advances represented a troubled debt restructuring, as the Company determined it was experiencing financial difficulties and the lender granted a concession through the exchange for shares of Common Stock. Under the troubled debt restructuring accounting, the Company reduced the carrying amount of the working capital funds advances by the fair value of the shares of Common Stock issued ($261,225) and then compared the future undiscounted cash flows associated with the working capital advances to the carrying value. The Company determined an additional $143,775 reduction in the carrying value was necessary to equate it to the future undiscounted cash flows, representing a gain on restructuring. As SCS is a related party to the Company, the restructuring gain was treated as a capital transaction and recorded to additional paid in capital along with the fair value of the shares of common stock issued in the settlement. As of June 30, 2026, and December 31, 2025, $51,900 of advances due to the Sponsor and certain Sponsor affiliates remain due and payable. The Sponsor has no further obligation to fund working capital needs.

(4)

On May 31, 2026, the Company entered into and consummated a Stock Purchase Agreement with Milton Chen, the Company's then co-Chief Executive Officer, Chairman of the Board, and Chief Executive Officer of VSee Lab, pursuant to which the Company sold all of its equity interests in VSee Lab, to Milton Chen and Milton Chen transferred to the Company 35,876 shares of the Company's common stock owned by him. See Note 3 – Discontinued Operations for further details.

*\nRelated Party Transactions by VSee Labs

As\nVSee Lab was divested on May 31, 2026, the following related party transactions are presented solely for historical comparative purposes\nand relate to VSee Lab prior to its divestiture. (See Note 3 – Discontinued Operations)

(1)

During the year ended December 31, 2022, employees subscribed $127,710 of cash for shares in VSee Lab representing 597,000 common stock shares in VSee Lab. As a result of the closing of the Business Combination, the shares were issued to the subscribing employees for total 2,993 shares of common stock in VSee Health, Inc. and as such the payable was reclassified to equity in additional paid in capital as share were issued. In addition, $210,796 of the related party payable was eliminated at consolidation between iDoc and VSee Lab.

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\n\n

(2)

During\nthe year ended December 31, 2022, VSee Lab received a loan of $110,000 from the then CEO, Milton Chen, for advanced cash and\npaid operating expenses incurred by VSee Lab. On March 29, 2023, VSee Lab revised the terms of the loan to a 10.00% original issue\ndiscount promissory note with a principal balance of $121,000 from Mr. Milton Chen for advanced cash and paid operating expenses on behalf\nof VSee Lab. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized\nas interest expense via effective interest method over the life of the underlying note payable. The promissory note matured on June 27,\n2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has\na default interest rate of 26% from the default date. As of December 31, 2025, the related party promissory note, net of unamortized\ndebt discount, was $121,000. The Company (as the successor of VSee Lab for accounting purposes) recognized interest expense of $0 and\n$7,757 for the three and six months ended June 30, 2026. Accrued interest related to the promissory note was $80,850 as of December 31,\n2025 and was included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On May 31, 2026,\nthe Company completed the divestiture of VSee Lab. As a result of the divestiture and deconsolidation of VSee Lab, the related party\npromissory note and related accrued interest were eliminated from the Company's consolidated financial statements as of June 30, 2026.

\n\n

(3)

On\nMarch 29, 2023, VSee Lab received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the\nthen CEO, Milton Chen, for advanced cash and paid operating expenses on behalf of VSee Lab. Notes payable issued with a face value\nhigher than the proceeds received are recognized as a debt discount and amortized via effective interest method as interest expense over\nthe life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual\nfixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date.\nAs of December 31, 2025, the related party promissory note net of unamortized debt discount was $132,000. The Company (as the successor\nof VSee Lab for accounting purposes) recognized interest expense of $0 and $8,642 for the three and six months ended June 30, 2026. The\nCompany (as the successor of VSee Lab for accounting purposes) had accrued interest of $89,760 as of December 31, 2025, which was included\nwithin accounts payable and accrued liabilities on the condensed consolidated balance sheets. On May 31, 2026, the Company completed\nthe divestiture of VSee Lab. As a result of the divestiture and deconsolidation of VSee Lab, the related party promissory note and related\naccrued interest were eliminated from the Company's consolidated financial statements as of June 30, 2026.

\n\n

(4)

On\nDecember 26, 2023, VSee Lab received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the\nthen CEO, Milton Chen, for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face\nvalue higher than the proceeds received are recognized as a debt discount and amortized via effective interest method as interest expense\nover the life of the underlying note payable. The promissory note matured on March 28, 2024. Interest is accrued monthly at\nthe annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the\ndefault date. As of December 31, 2025, the related party promissory note was $70,000. The Company (as the successor of VSee Lab for accounting\npurposes) recognized interest expense of $0 and $4,936 for the three and six months ended June 30, 2026. The Company (as the successor\nof VSee Lab for accounting purposes) had accrued interest of $37,345 as of December 31, 2025, which was included within accounts payable\nand accrued liabilities on the condensed consolidated balance sheets. On May 31, 2026, the Company completed the divestiture of VSee\nLab. As a result of the divestiture and deconsolidation of VSee Lab, the related party promissory note and related accrued interest were\neliminated from the Company's consolidated financial statements as of June 30, 2026.

Note\n11 Commitments, Contingencies, and Concentration Risk

Litigation

We\nare currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary\ncourse of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial\nmatters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property\nrights.

Depending\non the nature of the proceeding, claim, or investigation, we may be subject to settlement awards, monetary damage awards, fines, penalties,\nor injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results\nof operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable\nand subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible\nto determine the outcomes, the Company believes based on its current knowledge that the resolution of the sole pending matter will not,\neither individually or in the aggregate, have a material adverse effect on the business, results of operations, cash flows or financial\ncondition.

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On\nApril 21, 2026, Toppan Merrill LLC filed a lawsuit in the Superior Court in the County of Middlesex, Massachusetts. The plaintiff alleges\nthat the Company owes $845,891 for services rendered by the plaintiff. The plaintiff is also seeking a preliminary injunction enjoining\nthe Company from disposing assets outside of the ordinary course of business. The Company intends to vigorously defend itself against\nthese allegations. The Company has accrued an amount it believes to be reasonable related to this matter based on the services reflected\nin its accounts payable balance, which differs from the amount claimed by the plaintiff.

Encompass\nPurchase Liability

On\nJanuary 1, 2022, iDoc acquired 100% of Encompass Healthcare Billing, LLC. (“Encompass”) with a stock purchase agreement to\nacquire the equity interests of Encompass, according to the acquisition agreement (“Encompass Acquisition Agreement”). Per\nthe Encompass Acquisition Agreement, iDoc acquired all the outstanding shares of Encompass for a cash payment of $300,000, due upon the\nclosing of the Business Combination. On January 9, 2023, iDoc agreed to an additional obligation of $45,000, which was accounted for\nas interest expense and reflected in accounts payable and accrued liabilities as of December 31, 2024.

On\nFebruary 16, 2026, the Company entered into a settlement agreement to fully settle the Encompass Purchase liability for an aggregate\namount of $650,000. The settlement consists of (i) a cash payment of $50,000, (ii) issuance of Company shares with an aggregate fair\nvalue of $400,000, and (iii) assignment of a loan liability of $200,000. The Company paid $50,000 per the settlement agreement and recognized\na loan liability of $200,000 during the six months ended June 30, 2026. The issuance of Company shares with an aggregate fair value of\n$400,000 remains pending as of June 30, 2026.

As\nof June 30, 2026, and December 31, 2025, the value of purchase liability related to the Encompass Acquisition agreement was $400,000\nand $650,000, respectively.

Contingencies

During\nthe normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates\nthe merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on the Company’s\nassessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings.\nIf the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals.

As\nof June 30, 2026, the Company has the following contractual commitments:

\n\n

(1)

iDoc\nentered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access\nuser-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of June 30,\n2026, and December 31, 2025, the Company had an unpaid commitment of $179,900 and $179,900, respectively on this agreement. The\ncommitment is not reflected in the condensed consolidated financial statements as it is due and payable upon invoicing from the vendor\nfor delivery and servicing installation of the Telepresence Robots and software applications.

\n\n

(2)

iDoc\nhas a promissory note with a principal balance of $200,000 with a related party (See – Note 10 Related Party Transactions\nby iDoc sub-point (3)). The related party has security rights to eight (8) telepresence robots, from the 13th to 20th, that iDoc\ndeployed. iDoc is required to make payments to the holder based on eighty percent (80%) of the monthly revenue generated on the eight\ntelepresence robots from the thirteenth through the twentieth deployment of the telepresence robots. The monthly revenue generated on\nthe eight telepresence robots deployed by iDoc would be used to pay off principal balance of the note. Once the principal balance is\npaid off, iDoc will continue making payments through the deployment of 125 telepresence robots by iDoc.

\n\n

(3)

On\nMay 12, 2023, iDoc entered in a partnership agreement with an accredited investor to agree and collaborate in the development of telepresence\nrobots for telehealth solutions. The investor pledged to pay $352,000 directly to the vendor. In consideration thereof, the investor\nis entitled to 80% of the monthly revenue generated from the first eleven telepresence robots deployed by iDoc under the partnership\nagreement. Payments will continue until the last remaining robot is being paid for by customers and will remain as full payments for\nthe length of time that a minimum of eleven robots is deployed. After the number reduces below eleven deployed robots, the amount will\npro rate down but will remain in the same ratio as 80% of the monthly revenue generated.

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VSee\nHealth, Inc. Incentive Plan

DHAC approved and adopted the\nVSee Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to be effective as of one day prior to the closing Business\nCombination. The 2024 Plan provides for an initial share reserve equal to 15% of the number of shares of Company common stock outstanding\n(including shares of Company common stock issuable upon conversion of the outstanding Series A Preferred Stock) following the closing\nafter giving effect to the Business Combination. As of June 30, 2026, the Company reserved 31,800 shares of its common stock for issuance\nunder the 2024 Plan. On December 30, 2025, the Company’s stockholders approved the VSee Health, Inc. 2025 Equity Incentive Plan\n(the “2025 Plan”). The 2025 Plan provides for an initial share reserve equal to 31,918 shares of Company common stock.\nThe number of shares of common stock available for issuance under the 2025 Plan automatically increases on January 1st of each year\nuntil the completion of the term of the 2025 Plan, so that the amount of shares of common stock of the Company issuable under the 2025\nPlan will be equal to fifteen percent (15%) of the total number of outstanding shares of the Company’s common Stock as of December\n31st of the preceding calendar year.

Indemnities

The\nCompany generally indemnifies its customers for the services it provides under its contracts and other specified liabilities, which may\nsubject the Company to indemnity claims, liabilities, and related litigation. As of June 30, 2026, and December 31, 2025, the Company\nwas unaware of any material asserted or unasserted claims concerning these indemnity obligations.

Other\nMatters

The\nCompany continues to analyze potential sales tax exposure using a state-by-state assessment. In accordance with ASC 450, Contingencies,\nthe Company estimated and recorded a liability of $0 and $1.2 million as of June 30, 2026, and December 31, 2025, respectively,\nwhich is included within current liabilities from discontinued operations on the condensed consolidated balance sheets. The entire sales\ntax accrual recorded in the prior period related to VSee Lab.

Credit\nRisk and Major Customers/Supplier Concentration

Financial\ninstruments potentially subject the Company to credit risk concentrations consisting of cash and trade accounts receivables. The Company\nmaintains all its cash in commercial depository accounts, insured by the Federal Deposit Insurance Corporation. At times, cash deposits\nmay exceed federally insured limits. Any loss incurred or lack of access to such funds could have an adverse impact on the Company’s\nfinancial condition, results of operations, and cash flows.

In\naggregate, the Company had two customers whose accounts receivable represented 23% of the Company’s total accounts\nreceivable as of June 30, 2026. In the aggregate, the Company had three customers whose accounts receivable represented 43% of the\nCompany’s total accounts receivable as of December 31, 2025.

The\nCompany has one customer whose revenue accounted for approximately 46% and 43% of the Company’s total revenue for\nthe three months ended June 30, 2026, and six months ended June 30, 2026, respectively. The Company has one customer whose\nrevenue accounted for approximately 29% and 28% of the Company’s total revenue for the three months ended June 30, 2025,\nand six months ended June 30, 2025, respectively. Although the Company seeks to reduce dependence on those customers, the partial or\ncomplete loss of certain of these customers could have at least a temporary adverse effect on the Company’s results of operations.

The\nCompany had two vendors whose accounts payable and accrued liabilities represented 78% of the Company’s total accounts\npayable and accrued liabilities as of June 30, 2026. The Company had two vendors whose accounts payable and accrued liabilities\nrepresented 31% of the Company’s total accounts payable and accrued liabilities as of December 31, 2025.

Note\n12 Income Taxes

The components of our income\n(loss) before income taxes were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	June 30, 2026			June 30, 2025
United States	$	(1,744,394	)		$	(6,554,734	)
Total	$	(1,744,394	)		$	(6,554,734	)

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	June 30, 2026		June 30, 2025
United States	$	832,130		$	(2,608,799	)
Total	$	832,130		$	(2,608,799	)

The components of income tax expense (benefit) were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	June 30, 2026		June 30, 2025
Continuing operations	$	5,260		$	15,233
Discontinued operations		3,335			2,756
Total	$	8,595		$	17,989

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	June 30, 2026			June 30, 2025
Continuing operations	$	(17,899	)		$	1,728
Discontinued operations		2,756				2,756
Total	$	(15,143	)		$	4,484

The\nCompany evaluates and updates the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating\nresults and tax laws. Consequently, based upon the mix and timing of the Company’s actual earnings compared to annual projections,\nthe effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally\ncomprised of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete\nitems is recognized in the period in which they occur at the applicable statutory rate.

For the six-month periods ended June 30, 2026,\nand June 30, 2025, the Company recorded income tax expense of $5,260 and $15,233 for continuing operations, respectively, and income tax\nexpense of $3,335 and $2,756 from discontinued operations, respectively. The effective tax rate of (0.49) % and (0.27) % applied to income\nfor six months ended June 30, 2026, and June 30, 2025, respectively varied from the statutory United States federal income tax rate of\n21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals, entertainment and penalties,\nchanges in fair value of financial instruments, stock compensation expenses and changes to valuation allowance.

For the three-month periods ended\nJune 30, 2026, and June 30, 2025, the Company recorded income tax benefit of $(17,899) and income tax expense of $1,728 for continuing\noperations, respectively, and income tax expense of $2,756 and $2,756 from discontinued operations, respectively. The effective tax rate\nof (1.82)% and (0.17)% applied to income for three months ended June 30, 2026 and June 30, 2025, respectively varied from the statutory\nUnited States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments\nfor meals, entertainment and penalties, changes in fair value of financial instruments, stock compensation expenses and changes to valuation\nallowance.

The\nCompany does not have any uncertain income tax positions as of June 30, 2026, and December 31, 2025.

Note\n13 Equity

Preferred\nStock

The Company has 10,000,000 shares of preferred stock\nauthorized with a par value of $0.0001. The Company has designated 6,500 and 2,000 of such shares for the Series A and Series\nB Preferred Stock, respectively. As of June 30, 2026, and December 31, 2025, the Company had 122 and 1,788 shares of Series\nA Preferred Stock issued and outstanding, respectively. As of June 30, 2026, and December 31, 2025, the Company had 0 and 0 shares\nof Series B Preferred Stock issued and outstanding, respectively.

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Series\nA Preferred Stock

The\nSeries A Preferred has the following rights and privileges:

Voting\n– Series A preferred stockholders are permitted to vote with the same voting rights as common stockholders in any actions to be\ntaken by the stockholders of the Company, including any action with respect to the election of directors to the Board of Directors of\nthe Company. With respect to any vote with the class of Common Stock, each Preferred Share shall entitle the holder thereof to cast that\nnumber of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to the ownership\nlimitations specified 4.99%) using the record date for determining the stockholders of the Company eligible to vote on such matters as\nthe date as of which the Conversion Price is calculated.

Dividends\n– Series A preferred stockholders shall be entitled to receive cumulative participating dividends when and if declared. Dividends\nare prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company.

Liquidation\n– In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of the Company, whether\nfrom capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”), before any amount\nshall be paid to the holders of any of shares of Junior Stock, but junior with respect to any Senior Preferred Stock then outstanding,\nan amount per Preferred Share equal to the amount per share such Holder would receive if such Holder converted such Preferred Share into\nCommon Stock immediately prior to the date of such payment.

Conversion –\nSeries A preferred stock is convertible into common stock at the option of the holder, at any time after the earlier of (i) twelve months\nfrom the Initial Issuance Date (June 24, 2024) or (ii) the date on which no shares of Series A preferred stock remain outstanding, at\nthe initial rate of $800.00 per share, with an alternate optional conversion, with respect to any Alternate Conversion that price which\nshall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate\nConversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP\nof the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading\nDay period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,\ndivided by (II) three (3) (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately\nadjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases\nor increases the Common Stock during such Alternate Conversion Measuring Period.

Redemption\n– The Company shall have the right to redeem all, or any portion, of the Series A preferred stock then outstanding at a price equal\nto 100% of the stated value ($1,000 per share) of the shares being redeemed. The Company’s right to redeem the Series A preferred\nstock is one-time in nature and such exercise shall be irrevocable. The preferred stock is not mandatorily redeemable.

The\nCompany reviewed the Series A Preferred Stock under ASC 480 and ASC 815 and concluded that Series A Preferred Stock did not include any\nelements that would preclude them from equity treatment and therefore are not subject to the liability treatment under ASC 480 or derivative\nguidance under ASC 815.

Series\nB Preferred Stock

The\nSeries B Preferred Stock has the following rights and privileges:

Ranking –\nThe Series B Preferred Stock rank (i) senior to the common stock, and any other class or series of capital stock of the Company creates\nhereafter, the terms of which specifically provide that such class or series shall rank junior to the Series B Preferred Stock (“Junior\nSecurities”), (ii) on parity with the Company’s outstanding Series A Preferred Stock as well as any class or series of capital\nstock of the Company created specifically ranking by its terms on parity with the Series B Preferred Stock (“Parity Securities”),\nand (iii) junior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to\nthe Series B Preferred Stock.

Dividends –\nHolders of the Series B Preferred Stock participate on dividends and any other distributions of the Company’s assets as if\nsuch holder had held the number of shares of common stock acquirable upon complete conversion of the Series B Preferred Stock immediately\nprior to the date on which a record is taken for such dividend or distribution, subject to certain limitations on beneficial ownership.

Conversion Rights –\nThe number of shares of common stock into which the Series B Preferred Stock are convertible (the “Conversion Rate”)\nis equal to the Stated Value ($1,000 per share) of the shares of Series B Preferred Stock held divided by the $52.00 (the “Series\nB Conversion Price”), subject to adjustment. The Series B Preferred Stock are convertible at any time after the gross proceeds\nreceived by the holder in connection with the sale of 37,500 shares of common stock received in a private placement from the\nsale of such shares is less than $2.3 million. Any conversion will be settled only in shares of common stock; provided that the\nCompany shall not affect any conversion to the extent that after giving effect to such conversion, the converting holder would beneficially\nown in excess of 9.99% of the common stock outstanding immediately after giving effect to the conversion.

Purchase\nRights – If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase\nstock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock\n(the “Purchase Rights”), then each holder of Series B Preferred Stock will be entitled to acquire, upon the terms applicable\nto such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares\nof common stock acquirable upon complete conversion of all the Series B Preferred Shares held by such holder immediately prior to\nthe date as of which the record holders of shares of common stock are to be determined for the grant, issue or sale of such Purchase\nRights; subject to certain limitations on beneficial ownership.

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Automatic Cancellation –\nWhen the gross proceeds received by the holder in connection with the sale of 37,500 shares of common stock received in a private\nplacement from the sale of such shares equals or exceeds $2.3 million, any outstanding shares of Series B Preferred Stock will be\nautomatically cancelled and returned to the Company.

Rights\nUpon Issuance of Other Securities; Adjustment of Conversion Price upon Subdivision or Combination of Common Stock –\nIf the Company at any time subdivides (or combines) one or more classes of its outstanding shares of common stock into a greater (or\nlesser) number of shares, the Conversion Price will be proportionately reduced (or increased).

Adjustment\nof Conversion Price – The Company may, with the prior written consent of the holders of Series B Preferred Stock,\nreduce the Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors.

Voting\nRights – The holders of Series B Preferred Stock are entitled to notice of all stockholder meetings at which\nholders of common stock shall be entitled to vote. Except as otherwise provided in the Certificate of Designation of Preferences, Rights\nand Limitations of the Series B Preferred Stock, or as otherwise required by Delaware Law, the holders of Series B Preferred Stock shall\nhave no voting rights.

Reservation\nRequirements – So long as any Series B Preferred Stock remains outstanding, the Company shall at all times reserve\nnot less than such aggregate number of shares of the common stock as shall be issuable (taking into account the adjustments and restrictions\nof Section 7 of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock) upon the conversion\nof the then outstanding shares of Series B Preferred Stock (assuming any such conversions are made without regard to any limitations\non conversion set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock).

Liquidation –\nUpon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series B Preferred\nStock shall be entitled to receive out of the assets legally available for distribution to stockholders, prior and in preference to any\ndistribution of any of the assets or surplus funds of the Company to the holders of the common stock and Junior Securities and pari\npassu with any distribution to holders of Parity Securities, an amount equal to the Stated Value of for each share of Series\nB Preferred Stock and an amount equal to any accrued and unpaid dividends thereon, and thereafter holders of Series B Preferred Stock\nshall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock\nwould receive if the Series B Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth\nin the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock).

The\nCompany reviewed the Series B Preferred Stock under ASC 480 and ASC 815 and concluded that Series B Preferred Stock did not include any\nelements that would preclude them from equity treatment and therefore are not subject to the liability treatment under ASC 480 or derivative\nguidance under ASC 815.

Common\nStock

The Company is authorized to issue\n100,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2026, and December 31, 2025, there were 695,998\nand 414,914 shares of common stock outstanding.

The Company issued 104,755 and\n6 shares of common stock during the three months ended June 30, 2026, and 2025, respectively

Stock\nOptions

In June 2024, the DHAC board of\ndirectors and stockholders approved the 2024 Plan. There are currently 31,800 shares of common stock reserved for issuance under the 2024\nPlan.

The\n2024 Plan provides for the grant of stock options, including options that are intended to qualify as “incentive stock options”\nunder Section 422 of the Code, as well as non-qualified stock options. Each award is set forth in a separate agreement with\nthe person who received the award which indicates the type, terms and conditions of the award.

As of June 30, 2026, and December\n31, 2025, there was no unrecognized compensation cost. Stock-based compensation expense of $202,556 and $373,977 was recognized for the\nthree months ended June 30, 2026, and 2025, respectively, and expense of $643,861 and $764,036 for the six months ended June 30, 2026,\nand 2025, respectively, within compensation and related benefits on the condensed consolidated statements of operations.

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Common\nStock Issuance Obligation

In connection with the Business\nCombination on June 24, 2024, the Company agreed to assume an obligation by iDoc to issue 640 shares of common stock (contingent\non the Business Combination) to certain employees. In accordance with ASC 718, the Company determined that it was not obligated to replace\nthe awards, and as such, recognized the fair value of the award at the Business Combination date as additional stock-based compensation\n(included in cost of revenues). The grant date fair value was estimated to be $619,935 (see Note 16 - Fair Value Measurements).\nThe Company also determined that it should classify this award as a liability under ASC 718 and remeasure the award at its then current\nfair value each reporting date. As of June 30, 2026, and December 31, 2025, the common stock issuance obligation amounted to $5,918\nand $18,941, respectively. The net stock-based compensation expense reversed was $13,023 and $10,238 for the six months ended\nJune 30, 2026, and June 30, 2025, respectively. The net stock-based compensation expense reversed was $6,880 and $2,047 for\nthe three months ended June 30, 2026, and June 30, 2025, respectively.

As\nof June 30, 2026, and December 31, 2025, no shares of common stock have been issued under the common stock issuance obligation arrangements.

Note 14\nWarrants

DHAC\nAssumed Warrants

The\nCompany has analyzed the public warrants, private warrants, Bridge Warrants (as defined below), September 2024 Warrants and the Extension\nWarrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and\ntherefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under\nASC 815 and therefore are classified in equity. Below is a summary of the warrants issued and outstanding:

	Public		Private		Bridge	Extension	September 2024 Warrants		Pre-funded Warrants		Common Stock Warrants	Total
Outstanding, December 31, 2025		123,795		6,963		2,174		326		9,259		122,951		245,902	511,370
Issued		—		—		—		—		—		—		—	-
Exercised		—		—		—		—		—		(122,951	)	—	(122,951	)

Outstanding, June 30, 2026		123,795		6,963		2,174		326		9,259		-		245,902	388,419

Exercisable, June 30, 2026		123,795		6,963		2,174		326		9,259		-		245,902	388,419

Weighted Average Exercise Price		920.00		920.00		920.00		920.00		180.00		-		488.00	625.01
Weighted Average Remaining Life in Years		2.98		2.98		1.26		1.85		3.25		-		4.42	3.89

Public\nand Private Warrants

The\n“fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days\nending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion\nof an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The private warrants are identical\nto the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole\nand not in part, at a price of $0.80 per warrant,

\n\n

●

at\nany time after the warrants become exercisable;

\n\n

●

upon\nnot less than 30 days’ prior written notice of redemption to each warrant holder;

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $1,440.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

\n\n

●

if,\nand only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

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The exercise price and number\nof shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock\ndividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the\nwarrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. If (x) the\nCompany issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing\nof the initial business combination at an issue price or effective issue price of less than $736.00 per share of common stock (with\nsuch issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance\nto the Company’s Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held\nby them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total\nequity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation\nof the initial business combination (net of redemptions), and (z) the Market Value is below $736.00 per share, the exercise\nprice of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or\n(ii) the price at which the Company issue the additional shares of common stock or equity-linked securities and the $1,440.00 per\nshare redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The\nwarrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant\nagent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full\npayment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised.\nThe warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise\ntheir warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder\nwill be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Warrant\nholders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be\nable to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess\nof 9.8% of the shares of common stock outstanding.

No fractional\nshares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional\ninterest in a share, the Company will, upon exercise, round up to the nearest whole number the number of shares of common stock to be\nissued to the warrant holder.

Bridge\nWarrants

In connection with the Business\nCombination, the Company assumed 2,174 warrants to the Bridge Investor (the “Bridge Warrants”) issued on October 6, 2022.\nEach Bridge Warrant entitles the holder to purchase one share of common stock at $920.00 and expires five years from issuance. If no effective\nregistration statement is available, Bridge Warrants may be exercised on a cashless basis. The exercise price and share count are subject\nto adjustment for corporate actions and certain issuances. Holders do not have shareholder rights until exercise.

Extension\nWarrants

In connection with the Business\nCombination, the Company assumed 326 Extension Warrants issued on May 5, 2023. Each Extension Warrant allows the holder to purchase one\nshare of common stock at $920.00 and expire five years from issuance. If no effective registration statement is available, warrants may\nbe exercised on a cashless basis. The exercise price and share count are subject to adjustment for corporate actions and certain issuances.\nHolders do not have shareholder rights until exercise.

September\n2024 Warrants

On September 30, 2024, the Company\nissued 9,259 warrants to an institutional investor under a securities purchase agreement (the “September 2024 Warrants”).\nEach September 2024 Warrant is exercisable for one share of common stock at $180.00 per share for five years, subject to standard and\ndown round antidilution adjustments. The September 2024 Warrants were classified in stockholders’ equity under ASC 480 and ASC 815-40.\nThe Company will reserve sufficient shares for potential exercises and adjust terms for corporate actions or diluted issuances. Holders\ndo not have shareholder rights until exercise.

Warrant\nExchange Agreement

On October 29, 2025, the Company\nalso entered into a warrant exchange arrangement with Alta Partners (“Alta”) relating to holdings of its Public Warrants,\nwhich were issued in connection with the Company’s initial public offering. Pursuant to the arrangement, Alta exchanged a total\nof 19,500 Public Warrants for 19,345 shares of the Company’s Common Stock, representing an exchange ratio of approximately 0.9667\nshares per warrant. Alta continues to hold 8,832 warrants exercisable for Common Stock at an exercise price of $920.00 per share. In connection\nwith the exchange, the Company recognized proceeds of $1,500,003 in the condensed consolidated statements of stockholders’ equity\n(deficit).

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Private\nPlacement with Armistice

On November 25, 2025, the Company\nentered into a securities purchase agreement with Armistice Capital (“Armistice”) pursuant to which Armistice agreed to purchase\nan aggregate of 122,951 shares of the Company’s common stock or, at Armistice’s election, pre-funded warrants exercisable\nat $0.008 per share in lieu thereof, together with common warrants to purchase up to 245,902 shares of common stock. The securities were\nsold at a combined purchase price of $48.80 per share (or pre-funded warrant) and accompanying common warrants, for gross proceeds of\n$5,999,016. The private placement closed on December 1, 2025. In connection with the offering, the Company recognized proceeds of $5,519,085,\nnet of issuance costs, in additional paid-in capital. The Company incurred $479,931 in legal and other offering-related costs, which were\ntreated as share issuance costs and recorded as a reduction to the proceeds.

During the six months ended June\n30, 2026, a total of 122,951 pre-funded warrants were exercised for 122,951 shares of common stock at an exercise price of $0.008 per\nshare, resulting in aggregate consideration of approximately $984. As of June 30, 2026, no pre-funded warrants remained outstanding.

Note\n15 Reportable segment

Historically, the Company\nhad two reportable segments, Telehealth and Healthcare Technology. These reportable segments reflect the manner in which the Company's\nChief Executive Officer, who serves as the chief operating decision maker (\"CODM\"), regularly reviews financial information,\nallocates resources, and assesses performance. As of June 30, 2026, the Company’s Chief Executive Officer was the sole CODM. As\nof December 31, 2025, the Company’s CODM role was shared between the two Co-Chief Executive Officers of the Company.

Following the disposition\nof VSee Lab, the Company no longer conducts Healthcare Technology operations, and the results of continuing operations is reported through\nthe Telehealth segment. Therefore, as of June 30, 2026, the Company has one reportable segment: Telehealth Services.

The CODM reviews gross margin and net loss\nfrom our reportable segment to evaluate budgets and forecasts, assess actual performance and allocate resources. The CODM’s review\nfocuses on month to month and quarter to quarter changes in these profit measures in order to identify potential future liquidity issues,\nevaluate performance and need for potential cost reductions and identify potential vendor sourcing changes. The measure of segment assets\nis reported on the balance sheet as total consolidated assets.

Our reportable segment is\ndescribed below.

Telehealth\nServices – The Company’s proprietary technology platform and modular software solution empower users to plug and play telehealth\nservices with end-to-end encrypted video streaming integrated with medical device data, electronic medical records, and other sensitive\ndata, with multiple other interactive functionalities that enable teamwork that the Company believes are not available from any other\nsystem worldwide. 

The accounting policies of our reportable segment is the same\nas those described in the “Summary of Significant Accounting Policies” for the Company. In addition, the Company currently\noperates in one primary geographic area (the United States) and as such, the disclosures below are attributable to that geographic area.

The following table summarizes total revenue and significant expense\ncategories and amounts for the Company's reportable segment that aligns with the segment level information that is regularly provided\nto the CODM:

	For the Six Months Ended \n June 30,
	2026			2025

Revenues:
Patient fees	$	1,482,432			$	1,187,036
Telehealth fees		1,958,745				1,063,269
Institutional fees		-				2,500
Total revenues	$	3,441,177			$	2,252,805

Cost of revenues		2,507,612				827,523
Segment gross margin	$	933,565			$	1,425,282

Less:
Compensation and related benefits		898,516				941,043
General and administrative		4,391,908				3,587,372
Interest expense		172,643				916,974
Other segment items, net (1)		(190,534	)			1,507,727
Income tax expense		5,260				15,233
Segment operating loss	$	(4,344,228	)		$	(5,543,067	)

Reconciliation to net loss
Income (loss) from discontinued operations, net of tax		2,591,239				(1,029,656	)
Net loss	$	(1,752,989	)		$	(6,572,723	)

\n\n

(1)

Other segment items, net includes Other income, net, Change in\nfair value of financial instruments, Gain on extinguishment of financial instruments and financial liabilities, and loss on issuance of\nfinancial instruments.

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Note 16\nFair Value Measurements

The\nfollowing tables present fair value information as of June 30, 2026, and December 31, 2025. The Company’s financial liabilities\nthat were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company\nutilized to determine such fair value:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June 30, 2026	Fair Value		(Level 1)			(Level 2)		(Level 3)
Liabilities:
ADI Funding Convertible Note	$	257,242		$	—		$	—	$	257,242
ClearThink Convertible Note	$	250,000		$	—		$	—	$	250,000
Vanquish Funding Convertible Note	$	250,000		$	—		$	—	$	250,000
Common stock issuance obligation	$	5,918		$	5,918		$	—	$	—
SEPA liability	$	145,174		$	—		$	—	$	145,174

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

December 31, 2025	Fair Value		(Level 1)			(Level 2)		(Level 3)
Liabilities:
Quantum Convertible Note, related party	$	351,307		$	—		$	—	$	351,307
Common stock issuance obligation	$	18,941		$	18,941		$	—	$	—
May 2025 Convertible Note	$	361,821		$	—		$	—	$	361,821

Measurement

Quantum\nConvertible Note

The\nCompany established the initial fair value for the Quantum Convertible Note as of June 25, 2024, which was the date the Quantum Convertible\nNote was funded. As of June 30, 2026 and December 31, 2025, the fair value was remeasured. As such, the Company used the Monte Carlo\nmodel (“MCM”) that fair values the debt. The MCM was used to value the Quantum Convertible Note for the initial periods and\nsubsequent measurement periods. The initial value in excess of proceeds on June 25, 2024, was recognized in the statement of operations\nunder loss on issuance of financial instruments. The change in fair value between December 31, 2025, and June 30, 2026, was recognized\nin the statement of operations under change in fair value of financial instruments.

The\nQuantum Convertible Note was classified within Level 3 of the fair value hierarchy on June 30, 2026 and December 31, 2025, due to\nthe use of unobservable inputs. The key inputs into the MCM model for the Quantum Convertible Note were as follows on June 30, 2026,\nand on December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Risk-free interest rate		0.00	%			3.53	%
Expected term (years)		-				0.50
Volatility		0.00	%			95.22	%
Stock price	$	-			$	29.60

Common\nStock Issuance Obligation

The\nCompany established the initial fair value for the common stock issuance obligation to certain employees of the historical iDoc entity\nas of June 24, 2024, the date the Business Combination closed. As of June 30, 2026, and December 31, 2025, the fair value was\nremeasured. As the obligation is to issue shares of the Company’s common stock, the Company estimated the fair value of the obligation\nbased on the shares of common stock expected to be issued and the closing price of the Company’s common stock on the date of the\nfair value measurement. As the key inputs into this fair value estimate are observable, the Company classified the common stock issuance\nobligation within Level 1 of the fair value hierarchy as of June 30, 2026, and December 31, 2025. The change in fair value between December 31, 2025,\nand June 30, 2026, was recognized as compensation expense within cost of revenues in the condensed consolidated statements of operations.

May\n2025 Convertible Note

The Company established the initial fair value for the May 2025\nConvertible Note as of May 30, 2025, which was the date the May 2025 Convertible was funded. As of June 30, 2026 and December 31, 2025,\nthe fair value was remeasured. As such, the Company used the MCM that fair values the debt. The MCM was used to value the May 2025 Convertible\nNote for the initial periods and subsequent measurement periods. The change in fair value between December 31, 2025, and June 30, 2026,\nwas recognized in the statement of operations under change in fair value of financial instruments.

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The\nMay 2025 Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, and December 31, 2025, due to\nthe use of unobservable inputs. The key inputs into the MCM model for the May 2025 Convertible Note were as follows on June 30, 2026\nand on December 30, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Risk-free interest rate		0.00	%			3.67	%
Expected term (years)		-				0.08
Volatility		0.00	%			46.18	%
Stock price	$	-			$	30.40

ADI\nFunding Convertible Note

The Company established the\ninitial fair value for the ADI Funding Convertible Note as of June 8, 2026, which was the date the ADI Funding Convertible Note was funded.\nAs of June 30, 2026, the fair value was remeasured. As such, the Company used the MCM that fair values the debt. The MCM was used to value\nthe ADI Funding Convertible Note for the initial periods and subsequent measurement periods. The change in fair value between June 8,\n2026, and June 30, 2026, was recognized in the statement of operations under change in fair value of financial instruments.

The ADI Funding Convertible\nNote was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs. The key inputs\ninto the MCM model for the ADI Funding Convertible Note were as follows on June 30, 2026, and on December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Risk-free interest rate		3.90	%			0.00	%
Expected term (years)		0.44				-
Volatility		90.15	%			0.00	%
Stock price	$	9.60			$	-

ClearThink\nConvertible Note

The\nCompany established the initial fair value for the ClearThink Convertible Note as of June 22, 2026, which was the date the ClearThink\nConvertible Note was funded. As of June 30, 2026, the fair value was remeasured. As such, the Company used the MCM that fair values the\ndebt. The MCM was used to value the ClearThink Convertible Note for the initial periods and subsequent measurement periods.

The\nClearThink Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable\ninputs. The key inputs into the MCM model for the ClearThink Convertible Note were as follows on June 30, 2026, and on December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Risk-free interest rate		3.90	%			0.00	%
Expected term (years)		0.98				-
Volatility		82.64	%			0.00	%
Stock price	$	9.60			$	-

Vanquish\nFunding Convertible Note

The\nCompany established the initial fair value for the Vanquish Funding Convertible Note as of June 18, 2026, which was the date the Vanquish\nFunding Convertible Note was funded. As of June 30, 2026, the fair value was remeasured. As such, the Company used the MCM that fair\nvalues the debt. The MCM was used to value the Vanquish funding Convertible Note for the initial periods and subsequent measurement periods.

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The\nVanquish funding Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable\ninputs. The key inputs into the MCM model for the Vanquish funding Convertible Note were as follows on June 30, 2026, and on December\n31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Risk-free interest rate		3.90	%			0.00	%
Expected term (years)		0.98				-
Volatility		82.64	%			0.00	%
Stock price	$	9.60			$	-

SEPA\nliability

The\nCompany established the initial fair value for the SEPA liability as of June 18, 2026, which was the date the agreement was entered.\nAs of June 30, 2026, the fair value was remeasured. As such, the Company used the MCM that fair values the debt. The MCM was used to\nvalue the SEPA liability for the initial periods and subsequent measurement periods.

The\nSEPA liability was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs.\nThe key inputs into the MCM model for the SEPA liability were as follows on June 30, 2026, and on December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, \n 2026			December 31, \n2025
Risk-free interest rate		4.07	%			0.00	%
Expected term (years)		2.93				-
Volatility		96.15	%			0.00	%
Stock price	$	9.60			$	-

Level\n3 Changes in Fair Value

The\nchange in the fair value of the Level 3 financial liabilities for the period from December 31, 2025, through June 30, 2026, is summarized\nas follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Quantum Convertible Note			May 2025 Convertible Note			ADI Funding Convertible Note		ClearThink Convertible Note	Vanquish Funding Convertible Note		SEPA Liability			Total
Fair value as of December 31, 2025	$	351,307			$	361,821		$	—	$	—		$	—		$	—	$	713,128
Initial fair value at issuance		—				—			250,000		250,000			250,000			145,174		895,174
Conversion		(521,721	)			(299,348	)		—		—			—			—		(821,069	)
Interest accrued		11,243				—			—		—			—			—		11,243
Change in fair value		159,171				(62,473	)		7,242		—			—			—		103,940
Fair value as of June 30, 2026	$	—			$	—		$	257,242	$	250,000		$	250,000		$	145,174	$	902,416

The\nchange in the fair value of the Level 3 financial liabilities for the period from December 31, 2024, through June 30, 2025, is summarized\nas follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Quantum							September		March 2025		May 2025
	Convertible \n Note		Exchange Note			ELOC		Convertible \n Note		Convertible \n Note		Convertible \n Note			Total
Fair value as of December 31, 2024	$	3,248,000		$	1,499,000		$	80,000		$	2,094,000		$	—		$	—	$	6,921,000
Initial fair value at issuance		—			—			—			—			238,020			342,996		581,016
Change in fair value		332,612			986,636			(20,157	)		824,875			(43,229	)		—		2,080,737
Fair value as of June 30, 2025	$	3,580,612		$	2,485,636		$	59,843		$	2,918,875		$	194,791		$	342,996	$	9,582,753

Transfers\nto/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology\noccurs. There were no transfers to or from the various levels for the six months ended June 30, 2026, and June\n30, 2025.

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Note\n17 Subsequent Events

The\nCompany evaluated subsequent events from the date of the condensed consolidated balance sheets as of June 30, 2026, through the date\nof the release of the condensed consolidated financial statements.

On\nJuly 21, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with ADI Funding\nLLC (“ADI Funding”) and M2B Funding Corp. (“M2B”). As previously disclosed, on June 12, 2026, the Company received\nnotice from ADI Funding Convertible Note, dated June 11, 2026, alleging an event of default occurred under the ADI Funding Convertible\nNote and other transaction documents between the Company and ADI Funding due to the Company’s alleged failure to file a resale\nregistration statement on Form S-1 to register shares for resale pursuant to an equity line of credit financing with M2B, failure to\nfile a Form 8-K related to the equity line of credit financing with M2B and failure to issue transfer agent instructions for the issuance\nof commitment shares to M2B pursuant to the equity line of credit financing, in each case no later than June 11, 2026. The Settlement\nAgreement resolves all disputes among the Company, ADI Funding and M2B on the principal terms described herein and in the Settlement\nAgreement.

Pursuant\nto the terms of the Settlement Agreement, in consideration for the mutual promises contained therein, the Company agreed to:

\n\n

●

repay\nthe ADI Funding Convertible Note on the earlier of ninety (90) days following the execution of the Settlement Agreement or immediately\nupon the Company receiving proceeds from any Financing Transaction (as defined in the Settlement Agreement);

\n \n \n \n \n

●

apply fifty percent (50%) of all gross process received from any Financing Transaction toward repayment of the ADI Funding Convertible Note until the ADI Funding Convertible Note has been repaid in full, except for the equity line of credit financing with M2B, which will pay 100% of proceeds to ADI Funding until repayment of the ADI Funding Convertible Note in full;

\n \n \n \n \n

●

within three (3) business days following execution of the Settlement Agreement, pay ADI Funding $50,000 in cash; if such amount is not received by ADI Funding by the third business day, the unpaid amount shall accrue contractual late charge of five hundred dollars ($500) per day until paid, with no applicable cure period (the “ADI Settlement Cash Consideration”);

\n \n \n \n \n

●

issue ADI Funding a promissory note in the principal amount of $50,000, which such note shall mature in six (6) months from issuance, will bear no interest prior to maturity, will have no original issue discount and will permit repayment at any time without premium or penalty and, if unpaid at maturity, will accrue interest automatically at eighteen percent (18%) per annum retroactive to the original issuance date; and ADI Funding may convert the outstanding balance into shares of the Company’s common stock at seventy-five percent (75%) of the lowest VWAP during the twenty (20) trading days immediately preceding conversion (the “ADI Settlement Note”);

\n \n \n \n \n

●

issue ADI Funding 6,250 shares of restricted common stock with piggyback registration rights (the “ADI Settlement Shares”);

\n \n \n \n \n

●

issue M2B a promissory note in the principal amount of one hundred and twenty-five thousand dollars ($125,000), with a maturity date of six (6) months after issuance, bearing no interest prior to maturity, having no original issue discount and will permit prepayment without penalty; and, if unpaid at maturity, will accrue interest automatically at eighteen percent (18%) per annum retroactive to the original issuance date; and M2B may convert the outstanding balance into shares of common stock of the Company at seventy-five percent (75%) of the lowest VWAP during the twenty (20) trading days immediately preceding conversion (the “M2B Settlement Note” and together with the ADI Settlement Note, the “Settlement Notes”); and

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●

issue M2B 6,250 shares of restricted common stock with piggyback registration rights (the “M2B Settlement Shares” and together with the ADI Settlement Shares, the “Settlement Shares”).

Each\nof the following constitutes an event of default under the Settlement Agreement: (i) failure to timely make any payment under the Settlement\nAgreement; (ii) failure to issue the Settlement Shares; (iii) failure to issue the Settlement Notes; and (iv) breach of any material covenant\nin the Settlement Agreement. Upon an event of default under the Settlement Agreement, all obligations accelerate immediately, all unpaid\nnotes accrue interest at 18%, conversion rights become immediately exercisable, the Company would be obligated to reimburse all reasonable\nattorneys’ fees, transfer agent fees, opinion costs and collection expenses and ADI Funding’s rights and remedies under the\nADI Funding Convertible Note and other transaction documents between the Company and ADI Funding would be reinstated and preserved in\nfull. Additionally, the mutual release from liability pursuant to the Settlement Agreement is conditioned upon the payment of the ADI\nSettlement Cash Consideration, the issuance of the Settlement Notes, and the issuance of the Settlement Shares.

Labrys Convertible\nPromissory Note Financing

On\nJuly 8, 2026, the Company, entered into a securities purchase agreement (the “Labrys SPA”) with an institutional investor\n(“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in the aggregate\nprincipal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labrys Note is subject\nto a one-time interest charge of twelve percent (12%) that is guaranteed and earned in full as of the issue date of the Labrys Note. The\nLabrys Note is due and payable on June 30, 2027. The Company has the right to accelerate payments or prepay the Labrys Note at any time\nprior to the date that is one hundred eighty-one (181) calendar days after its issuance date, in an amount of cash equal to a certain\npercentage of the then outstanding principal amount of the Labrys Note plus any accrued and unpaid interest on the unpaid amount of the\nLabrys Note, which will be based on the date of the prepayment of the Labrys Note. If, at any time after its issuance date and prior to\nfull repayment, the Company or any of its subsidiaries receive cash proceeds from any source or series of related or unrelated sources\non or after the issue date of the Labrys Note, including but not limited to, from payments from customers, the issuance of equity or debt,\nthe incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transactions, the conversion of outstanding warrants\nof the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note), or the sale of assets,\nLabrys has the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any\nportion of the outstanding principal amount and interest then due under the Labrys Note. The Labrys Note is convertible into shares of\nthe Company’s common stock at any time following the earlier of (i) the date that the Company fails to pay any Amortization Payment\n(as defined in the Labrys Note), (ii) the date which is one hundred eighty (180) days following the date of its issuance; and (iii) the\ndate that any of the Conversion Shares (as defined in the Labrys SPA) are registered for Labrys’ resale pursuant to a registration\nstatement or prospectus filed by the Company, except where such conversion would result in beneficial ownership by Labrys and its affiliates\nof more than 4.99% of the outstanding shares of common stock of the Company. The conversion price of the Labrys Note is equal to seventy-five\npercent (75%) of the lowest closing bid price of the Company’s common stock during the ten (10) trading days prior to the date a\nnotice of conversion is submitted in writing to the Company.

Nasdaq Low Bid Price\nNon-Compliance and Delisting

As previously\nreported, on September 24, 2025, the Company, received a written notice from the Listing Qualifications Department (the “Staff”)\nof The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the continued listing requirement\nset forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires listed companies to maintain a minimum\nbid price of at least $1.00. Based on the Staff’s review of the Company’s closing bid price, the Company’s closing bid\nprice was below $1.00 for the previous 30 consecutive trading days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company\nwas provided a period of 180 calendar days, or until March 27, 2026, to regain compliance with the Bid Price Rule. The Company was granted\nan additional 180 calendar day compliance period, or until September 21, 2026, to regain compliance with the Bid Price Rule.

On July\n30, 2026, the Company received a subsequent written notice (the “Notice”) from the Staff of Nasdaq indicating that it has\ndetermined that, as of July 29, 2026, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading\ndays, triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule\n5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Staff shall issue\na Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff indicated in the Notice that it\nhas determined to delist the Company’s securities from the Nasdaq Capital Market. Accordingly, the Company’s securities were\ndelisted from the Nasdaq Capital Market, trading of the Company’s common stock and warrants will be suspended as of August 6, 2026\nand a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and\nregistration on the Nasdaq Capital Market.

The Company\nis not aware of any other events or transactions that would require recognition or disclosure in the condensed consolidated financial\nstatements.

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$\"\"$

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:

The Board of Directors\nand Stockholders of VSee Health, Inc.

Opinion on the Consolidated\nFinancial Statements

We have audited the accompanying\nconsolidated balance sheets of VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.) (collectively, the “Company”)\nas of December 31, 2025, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity, and cash\nflows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company\nas of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with\naccounting principles generally accepted in the United States of America.

Substantial Doubt\nabout the Company’s Ability to Continue as a Going Concern

The accompanying consolidated\nfinancial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated\nfinancial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial\ndoubt about its ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note\n1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.

We\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of\nour audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due\nto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.

/s/ WWC,\nP.C.

Certified\nPublic Accountants

PCAOB ID Number: 1171

We have\nserved as the Company’s auditor since 2025.

San Mateo, California

March 31, 2026, except\nfor the effects of the reverse stock split disclosed in Note 1 to the consolidated financial statements, as to which date is October\n1, 2026.

Excerpt of the footnote\n1 change

Reverse Stock Split

On September 22, 2026,\nthe Company filed a Certificate of Amendment (the “Reverse Split Amendment”) to the Company’s Second Amended and Restated\nCertificate of Incorporation, as amended, to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-80 (the “Reverse\nStock Split”), which was effective at 5:00 p.m., eastern time, on September 23, 2026.

The Reverse Stock Split\nand the form of Reverse Split Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders.\nNo fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from\nthe Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock of the Company and number\nof authorized, issued, and outstanding shares of the preferred stock of the Company did not change.

All share and per-share\namounts presented in this prospectus have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.\nOutstanding options, warrants, and other equity-linked securities, and the per-share exercise and conversion prices thereof, have been\ncorrespondingly adjusted in accordance with their respective terms.

$\"\"$

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REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors\nand Stockholders of

VSee Health, Inc.:

Opinion on the Consolidated\nFinancial Statements

We have audited the accompanying\nconsolidated balance sheet of VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.) (the “Company”) as of\nDecember 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for\nthe year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion,\nthe consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,\n2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally\naccepted in the United States of America.

Basis for Opinion

These consolidated financial\nstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nconsolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight\nBoard (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.\nfederal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit\nin accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance\nabout whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not\nrequired to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we\nare required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing\nprocedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing\nprocedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures\nin the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates\nmade by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit\nprovides a reasonable basis for our opinion.

/s/ WithumSmith+Brown,\nPC

We served as the Company’s\nauditor from 2024 through October 2025.

San Francisco, California

August 28, 2025, except\nfor the effects of the reverse stock split disclosed in Note 1 to the consolidated financial statements, as to which date is October 1, 2026.

PCAOB ID Number 100

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VSEE\nHEALTH, INC.

(FKA\nDIGITAL HEALTH ACQUISITION CORP.)

CONSOLIDATED\nBALANCE SHEETS

	December 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash	$	5,266,286			$	326,115
Accounts receivable, net of allowance for credit losses of $835,007 and $2,393,033 as of December 31, 2025, and 2024, respectively		2,520,844				1,716,370
Due from related party		304,614				531,656
Prepaids and other current assets		273,663				446,826
Total current assets		8,365,407				3,020,967

Non-current assets
Right-of-use assets, net		13,304				379,585
Intangible assets, net		8,785,000				10,995,000
Goodwill		4,916,694				4,916,694
Fixed assets, net		332,614				680,242
Total assets	$	22,413,019			$	19,992,488

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	11,536,775			$	9,343,659
Deferred revenue		1,324,485				417,815
Due to related parties		51,900				51,900
Operating lease liabilities		10,394				72,836
Financing lease liabilities		131,062				328,833
Factoring payable		-				179,007
Encompass Purchase Liability		650,000				263,918
Equity Line of Credit		-				80,000
Quantum Convertible Note, related party at fair value		351,307				3,248,000
September 2024 Convertible Note, at fair value		-				2,094,000
Loan payable, related party, net of discount		471,651				471,651
Line of credit		456,097				456,097
Notes payable, net of discount		1,241,996				433,983
Exchange Note		-				1,499,000
Common stock issuance obligation		18,941				69,621
Total current liabilities		16,244,608				19,010,320

Non-current liabilities
Notes payable, less current portion, net of discount		593,941				593,941
Operating lease liabilities, less current portion		2,910				269,338
Deferred revenue, net of current portion		-				69,999
Deferred tax liabilities, net		119,192				67,378
Total liabilities	$	16,960,651			$	20,010,976

Commitments and Contingencies (Note 10)

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 1,788 and 6,158 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		1				1
Common stock, $0.0001 par value; 100,000,000 shares authorized; 414,914 and 203,715 shares issued and outstanding as of December 31, 2025, and 2024, respectively		41				20
Additional paid-in capital		87,869,049				67,685,364
Accumulated deficit		(82,416,723	)			(67,703,873	)
Total stockholders’ equity (deficit)		5,452,368				(18,488	)
Total liabilities and stockholders’ equity (deficit)	$	22,413,019			$	19,992,488

The\naccompanying notes are an integral part of these consolidated financial statements.

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VSEE\nHEALTH, INC.

(FKA\nDIGITAL HEALTH ACQUISITION CORP.)

CONSOLIDATED\nSTATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,
	2025			2024

Revenues
Subscription fees	$	3,230,239			$	4,115,126
Professional services and other fees		3,102,688				2,108,307
Technical engineering fees		1,042,593				1,980,186
Patient fees		3,377,536				1,207,343
Telehealth fees		3,862,628				1,003,510
Institutional fees		2,500				6,880
Total revenues		14,618,184				10,421,352
Cost of revenues		7,262,219				3,243,772
Gross margin		7,355,965				7,177,580

Operating expenses

Compensation and related benefits		6,901,583				5,306,458
Goodwill impairment charges		-				56,675,210
General and administrative		10,037,275				6,553,961
Transaction expenses		-				792,796
Total operating expenses		16,938,858				69,328,425

Net operating loss		(9,582,893	)			(62,150,845	)

Other (expense) income
Interest expense		(2,811,861	)			(211,459	)
Other income, net		47,429				504
Change in fair value of financial instruments		(1,450,271	)			6,176,097
Gain on extinguishment of Equity Line of Credit (“ELOC”)		42,394				-
Loss on extinguishment of debt		(221,202	)			(645,979	)
Loss on issuance of financial instruments		(668,020	)			(2,513,234	)
Total other (expense) income, net		(5,061,531	)			2,805,929

Loss before (provision for) benefit from income taxes		(14,644,424	)			(59,344,916	)

(Provision for) benefit from income taxes		(68,426	)			1,642,901

Net loss	$	(14,712,850	)		$	(57,702,015	)

Basic and diluted loss per common share	$	(58.43	)		$	(451.99	)
Weighted average number of common shares outstanding, basic and diluted		251,792				127,663

The\naccompanying notes are an integral part of these consolidated financial statements.

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VSEE\nHEALTH, INC.

(FKA\nDIGITAL HEALTH ACQUISITION CORP.)

CONSOLIDATED\nSTATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

FOR\nTHE YEARS ENDED DECEMBER 31, 2025, AND 2024

	Series A							Additional			Non-			Total \nStockholders’
	Preferred Stock			Common Stock			Paid-	Accumulated	Controlling		(Deficit)
	Shares			Amount			Shares	Amount	In Capital		Deficit			Interest		Equity
Balance, December 31, 2023 (restated)		-			$	-		57,996	$	6		$	6,027,611		$	(10,001,858	)	$	(325,279	)	$	(4,299,520	)
Shares issued to non-controlling interest holders in TAD to obtain 100% interest in subsidiary		-				-		4,430		-			(325,279	)		-			325,279			-
Escrow shares released from stock payable		-				-		2,993		-			127,710			-			-			127,710
Shares issued as conversion of debt of VSee debt holders		-				-		161		-			155,565			-			-			155,565
Reverse recapitalization		-				-		45,050		5			(17,956,938	)		-			-			(17,956,933	)
Shares issued as consideration to iDoc shareholders		-				-		61,875		6			67,451,169			-			-			67,451,175
Shares issued as conversion of iDoc debt as part of the consideration in the acquisition		-				-		7,406		1			1,184,999			-			-			1,185,000
Preferred shares issued as conversion of iDoc debt as part of the consideration in the acquisition		300				-		-		-			300,000			-			-			300,000
Shares issued as conversion of VSee debt with Dominion in connection with the Exchange agreement		-				-		3,750		-			600,000			-			-			600,000
Preferred shares issued as conversion of VSee debt as contemplated by the business combination transaction		220				-		-		-			220,000			-			-			220,000
Preferred shares issued as conversion of DHAC sponsor debt as contemplated by the business combination transaction		1,268				-		-		-			1,268,000			-			-			1,268,000
Preferred shares issued as conversion of Underwriting Fee as contemplated by the business combination transaction		4,370				1		-		-			4,369,999			-			-			4,370,000
Shares issued to settled iDoc debt holders		-				-		1,425		-			228,000			-			-			228,000
Shares issued upon conversions of Additional Bridge Notes		-				-		759		-			159,881			-			-			159,881
Shares issued as part of stock grants to vendors		-				-		2,844		-			625,750			-			-			625,750
Shares issued upon conversion of portion of Exchange Note		-				-		5,870		1			1,177,482			-			-			1,177,483
Shares issued upon conversion of ELOC Commitment Fee Note		-				-		625		\n \n -			79,500			-			-			79,500
Shares issued upon conversion of Working Capital Funds Advances		-				-		2,531		-			405,000			-			-			405,000
Warrants and commitment shares issued in connection with the September 2024 Note		-				-		1,250		-			-			-			-			-
Shares issued under ELOC		-				-		4,750		1			759,999			-			-			760,000
Stock-based compensation		-				-		-		-			826,916			-			-			826,916
Net loss		-				-		-		-			-			(57,702,015	)		-			(57,702,015	)
Balance, December 31, 2024		6,158			$	1		203,715	$	20		$	67,685,364		$	(67,703,873	)	$	-		$	(18,488	)
Stock-based compensation		-				-		11,292		1			1,134,756			-			-			1,134,757
Payment to shareholder		-				-		-		-			(10,000	)		-			-			(10,000	)
Shares issued upon conversion of preferred stock		(4,370	)			-		27,313		3			(19	)		-			-			-
Proceeds from pre-funded warrants, net of issuance cost		-				-		-					5,519,085			-			-			5,519,085
Shares issued during the year		-				-		172,594		17			13,539,847			-			-			13,539,864
Net loss		-				-		-		-			-			(14,712,850	)		-			(14,712,850	)
Balance, December 31, 2025		1,788			$	1		414,914	$	41		$	87,869,049		$	(82,416,723	)	$	-		$	5,452,368

The\naccompanying notes are an integral part of these consolidated financial statements

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VSEE\nHEALTH, INC.

(FKA\nDIGITAL HEALTH ACQUISITION CORP.)

CONSOLIDATED\nSTATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,712,850	)		$	(57,702,015	)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment charges		-				56,675,210
Shares issued as part of stock grants to vendors		-				98,000
Loss on issuance of financial instruments		668,020				2,513,234
Change in fair value of financial instruments		1,450,271				(6,176,097	)
Loss on extinguishment of debt		221,202				645,979
Gain on extinguishment of ELOC		(42,394	)			-
Loss on termination of lease		140,709				-
Deferred income taxes		51,814				(1,679,404	)
Amortization of discount on note payable		-				7,000
Allowance for expected credit losses		1,029,317				759,782
Depreciation and amortization		2,587,556				1,323,467
Stock-based compensation		1,124,519				896,537
Amortization of right-of-use assets		66,220				55,459
Changes in operating assets and liabilities:
Accounts receivable		(1,833,791	)			(1,094,190	)
Due from related party		227,042				254,378
Prepaids and other current assets		173,163				(202,245	)
Encompass Purchase liability		386,082				-
Accounts payable and accrued liabilities		4,235,940				(1,446,302	)
Deferred revenue		836,671				(414,710	)
Due to related parties		-				(210,755	)
Operating lease liabilities		(55,224	)			(92,870	)
Net cash used in operating activities	$	(3,445,733	)		$	(5,789,542	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from Business Combination- iDoc		-				29,123
Purchases of fixed assets		(29,928	)			(55,267	)
Net cash used in investing activities	$	(29,928	)		$	(26,144	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Quantum Convertible Note		-				2,700,000
Proceeds from September 2024 Convertible Note		-				2,000,000
Proceeds from reverse recapitalization with DHAC		-				1,323,362
Proceeds from ELOC						760,000
Repayment on advances of related party		-				(47,800	)
Repayment on Extension Note		-				(335,750	)
Payments on Exchange note						(61,429	)
Repayment on Additional Bridge Financing		-				(52,680	)
Payments on September 2024 Convertible Note						(38,889	)
Repayment of notes payable		(148,576	)			(38,200	)
Payment to shareholder		(10,000	)			-
Proceeds from issuance of common stock		1,500,003				-
Proceeds from notes issued during the year		1,759,371				-
Proceeds from pre-funded warrants, net of issuance costs		5,519,085				-
Payments on factoring payable		(179,007	)			(180,397	)
Payments due on acquisition purchase		(44	)			(5,150	)
Payments on financing lease liability		(25,000	)			-
Net cash provided by financing activities	$	8,415,832			$	6,023,067

NET CHANGE IN CASH		4,940,171				207,381
Cash, beginning of year		326,115				118,734
CASH, END OF THE YEAR	$	5,266,286			$	326,115

Supplemental disclosure of cash flow information:
Cash paid for interest expense	$	212,476			$	111,331
Non-cash investing and financing activities:
Shares issued to non-controlling interest holders in TAD to obtain 100% interest in subsidiary	$	-			$	325,279
Escrow shares released from stock payable	$	-			$	127,710
Shares issued as conversion of debt of VSee debt holders	$	-			$	155,565
Net liabilities acquired in reverse merger	$	-			$	19,359,122
Finance lease payable reclassed from financing activities to accounts payable	$	-			$	407,791
Shares issued to iDoc shareholders and upon conversion of iDoc debt as part of the acquisition	$	-			$	68,907,052
Preferred shares issued as conversion of iDoc debt as part of the consideration in the acquisition	$	-			$	300,000
Shares issued on conversion of the Exchange Note	$	1,739,840			$	600,000
Preferred shares issued as conversion of VSee debt as contemplated by the business combination transaction	$	-			$	220,000
Preferred shares issued as conversion of DHAC sponsor debt as contemplated by the business combination transaction	$	-			$	1,268,000
Preferred shares issued as conversion of Underwriting Fee as contemplated by the business combination transaction	$	-			$	4,370,000
Shares issued to settled iDoc debt holders	$	-			$	228,000
Shares issued as principal payment of Additional Bridge Notes	$	-			$	159,881
Shares issued as part of stock grants to vendors	$	-			$	625,750
Shares issued as principal payment of Exchange Note	$	-			$	1,177,483
Shares issued upon conversion of ELOC Commitment Fee Note	$	-			$	79,500
Shares issued upon conversion of Working Capital Funds Advances	$	-			$	405,000
Shares issued upon conversion of Quantum Note	$	4,936,550			$	-
Shares issued to facilitate Quantum Note conversion	$	530,000			$	-
Shares issued upon conversion of September 2024 Convertible Note	$	3,823,462			$	-
Shares issued as payment for March 2025 promissory Note	$	706,955			$	-
Shares issued upon conversion of March 2025 convertible note	$	303,053			$	-

The\naccompanying notes are an integral part of these consolidated financial statements.

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VSEE\nHEALTH, INC.

(FKA\nDIGITAL HEALTH ACQUISITION CORP.)

NOTES TO\nTHE CONSOLIDATED FINANCIAL STATEMENTS

(All\namounts in USD, except number of shares and per share data)

Note\n1 Organization and Description of Business

VSee\nHealth, Inc., (formerly known as Digital Health Acquisition Corp., a Delaware Corporation) (the “Company”, “we”,\n“our”, “Vsee Health” or “us”) is a Delaware-based telehealth software company that provides a scalable,\napplication programming interface-driven platform for virtual healthcare delivery. The platform integrates secure video streaming with\nmedical device data, electronic medical records, and other sensitive data, with multiple other interactive functionalities that enable\nteamwork that VSee believes are not available from any other system worldwide.  Our company’s core platform is a highly scalable,\nintegrated, application program interface (“API”) driven technology platform, for virtual healthcare delivery, with multiple\nreal-time integrations spanning the healthcare ecosystem. Our platform’s APIs power external connectivity and deep integration\nwith a wide range of payors, electronic medical records, third-party applications, and other interfaces with employers, hospital systems,\nand health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing healthcare\nindustry. Our company will also be able to white label our solutions, so they fit into the plans and strategies of our clients, all on\na platform that is high-performance and highly scalable.

The\nCompany was formed in Delaware on March 30, 2021, under the name Digital Health Acquisition Corp. (“DHAC”) as a “blank\ncheck company” for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,\nrecapitalization or other similar business transaction, one or more operating businesses or assets. On June 24, 2024 (the “Closing\nDate”), the parties consummated the business combination by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and\na direct, wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a direct, wholly\nowned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”), and iDoc Virtual\nTelehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Business Combination”). In connection with the\nBusiness Combination, DHAC changed its name from Digital Health Acquisition Corp. to VSee Health, Inc. Furthermore, unless otherwise\nstated or unless the context otherwise requires, references to “DHAC” refer to Digital Health Acquisition Corp., a Delaware\ncorporation, prior to the Closing Date.

At the closing (the “Closing”)\nof the Business Combination, (1) each share of DHAC common stock was re-designated as a share of the Company’s common stock,\npar value $0.0001 (the “Common Stock”) and each outstanding warrant of DHAC was re-designated as a warrant of the Company\nand each whole warrant exercisable for one share of the Company’s Common Stock at an exercise price of $920.00 (the “Warrant”);\n(2) each issued and outstanding share of Class A common stock of VSee Lab (including all securities that are converted or exchanged\ninto shares of VSee Lab Class A common stock) immediately prior to the Business Combination was automatically cancelled and extinguished\nand converted into the right to receive approximately 0.005 shares of Common Stock; and (3) each issued and outstanding share of\nClass A common stock of iDoc immediately prior to the Business Combination was automatically cancelled and extinguished and converted\ninto the right to receive approximately 12 shares of Common Stock.

Furthermore, with the Closing\nof the Business Combination, (1) pursuant to certain securities purchase agreements entered into on November 21, 2023\n(the “Loan Conversion SPAs”) by and among DHAC, VSee Lab and/or iDoc with certain lenders of each of DHAC, VSee Lab and iDoc,\ncertain indebtedness of each of DHAC, VSee Lab and iDoc was converted into shares of Series A Preferred Stock of VSee Health, par value\n$0.0001 per share (the “Series A Preferred Stock”) upon Closing and the Company issued 1,788 Series A Preferred\nStock to such lenders; (2) pursuant to certain securities purchase agreements entered into on November 21, 2023 and as further\namended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc\nand certain lenders, following assumption and conversion of the underlying loans, the Company issued 11,156 shares of Common Stock to\nsuch lenders after the Closing; and (3) in connection with services performed by A.G.P./Alliance Global Partners (“A.G.P.”)\nduring DHAC’s initial public offering and pursuant to a securities purchase agreement entered into on November 3, 2022 and\nas further amended on November 21, 2023 (the “A.G.P. Securities Purchase Agreement”), the Company issued 4,370 shares\nof Series A Preferred Stock to A.G.P. upon Closing.

In addition, pursuant to the\nexchange agreement (the “Exchange Agreement”) entered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company\nconsummated the exchange of a senior convertible promissory note with an aggregate principal value of $2,523,744 (the “Exchange\nNote”) and issued the Exchange Note with an institutional and accredited investor (the “Bridge Investor”) on the Closing\nDate. The Exchange Note is guaranteed by each of the Company, VSee Lab and iDoc and is fully secured by collateral of the Company and\nits subsidiaries including, without limitation, the intellectual property, trademark, and patent rights. In September 2025, the Company\nconverted $304,288 of outstanding principal together with $150,769 of accrued and default interest under the Exchange Note into 7,500\nshares of common stock, and in October 2025, converted an additional $1,219,516 of outstanding principal and $34,959 of accrued interest\ninto 20,922 shares of common stock, resulting in the Exchange Note being fully settled with no principal outstanding as of December 31,\n2025.

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Moreover, in connection with\nthe Closing and pursuant to the convertible note purchase agreement (the “Quantum Purchase Agreement”) entered by and between\nDHAC and an institutional and accredited investor (the “Quantum Investor”) on November 21, 2023, the Company, on June 25,\n2024, issued and sold to the Quantum Investor a 7% original issue discount convertible promissory note (the “Quantum Convertible\nNote”) in the aggregate principal amount of $3,000,000. On August 28, 2025, the Company agreed to issue 6,250 shares of common stock\nto the Quantum Investor for facilitating emergency funding and amended the Quantum Convertible Note to increase the principal amount to\n$3,380,000 and provide for default interest at 22%, issued such shares on October 28, 2025, and in October 2025 converted $4,196,203 of\nprincipal and accrued interest into 55,000 shares of common stock, resulting in a remaining balance of $351,307.

The total number of shares\nof the Company’s Common Stock outstanding immediately following the Closing was approximately 183,660 comprising (i) 42,900\nDHAC founders shares; (ii) 713 shares of Common Stock issued to DHAC stockholders, (iii) 65,579 shares of Common Stock issued\nto VSee Lab stockholders (a portion of which are subject to escrow); (iv) 61,875 shares of Common Stock issued to iDoc stockholders\n(a portion of which are subject to escrow); (v) 11,156 shares of Common Stock issued to certain lenders pursuant to the A&R Loan\nConversion SPAs which were converted following the Closing; and (vi) 1,437 shares of Common Stock issued to the Company’s public\nstockholders, who are formerly DHAC stockholders.

Apart from the above, on November\n21, 2023, DHAC entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with the Bridge Investor\npursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $50,000,000\nof its newly issued shares of VSee Health’s Common Stock, from time to time over a 36-month period (the “Equity Purchase\nCommitment Period”) beginning from the sixth (6th) trading day following the Closing of the Business Combination transaction (the\n“Equity Purchase Effective Day”), provided that certain conditions are met. The arrangement is hereby referred to as the\n“ELOC.” In connection with the Bridge Investor’s commitment to enter into the ELOC transaction, pursuant to the ELOC\nPurchase Agreement, on July 2, 2024, the Company issued and sold to the Bridge Investor a senior unsecured convertible note in a principal\namount of $500,000 that is payable only in shares of the Company Common Stock at an initial price of $800.00 per share (the “ELOC\nCommitment Fee Note”). On September 30, 2024, the Company and the Bridge Investor mutually agreed to extend the maturity date of\nthe ELOC Commitment Fee Note from September 23, 2024, to December 31, 2024. On December 13, 2024, the Company issued 625 shares to Dominion\nCapital to settle the ELOC Commitment Fee Note upon conversion.

Notwithstanding\nthe legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination was accounted for\nas a reverse recapitalization with VSee Lab as the accounting acquirer and DHAC and iDoc as the accounting acquirees. Accordingly for\naccounting purposes, the Business Combination is the equivalent of VSee Lab issuing stock for the net assets of DHAC, accompanied by\na recapitalization. The net assets of DHAC were combined with those of VSee Lab at historical cost as of the Closing Date, with no goodwill\nor other intangible assets recorded. For accounting purposes, VSee Lab is treated as the acquirer, which is the entity that has obtained\ncontrol of another entity and, thus, consummated a business combination. The historical comparative financial information prior to June\n24, 2024, as presented in this annual report is that of VSee Lab as VSee Lab is the predecessor of the Company and the accounting acquirer.\nAs such, for accounting purposes, the “Company” as used in this annual report means “VSee Lab” when referring\nto financial numbers prior to June 24, 2024, and “VSee Health” when referring to financial numbers after June 24, 2024.

As\nVSee Lab was determined to be the accounting acquirer in the Business Combination, the acquisition of iDoc was treated as a business\ncombination under Accounting Standards Codification (“ASC”) 805, Business Combinations, and was accounted for using the acquisition\nmethod of accounting. The consideration transferred to acquire iDoc was allocated to the assets acquired and liabilities assumed based\non the estimated acquisition-date fair values. The excess of consideration transferred to effect the acquisition over the fair values\nof assets acquired and liabilities assumed was recorded as goodwill. Refer to Note 3 Business Combination for further details.

Going\nConcern

Management\nhas determined that principal conditions including the Company’s liquidity condition and historical operating losses raise\nsubstantial doubt about the Company’s ability to continue as a going concern for a period of time of at least one year after\nthe date that the accompanying consolidated financial statements are issued.

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The\nCompany has incurred multiple years of losses resulting in an accumulated deficit of $82,416,723 as of December 31, 2025, and further\nlosses are anticipated in the development of its business. Further, the Company had operating cash outflows of $3,445,733 for the year\nended December 31, 2025. For the year ended December 31, 2025, the Company had a loss from operations of $14,712,850. The Company’s\noperations have been funded principally through the issuance of debt and equity. These factors raise substantial doubt about the Company’s\nability to continue as a going concern for a period of one year from the issuance of these financial statements.

Management plans to mitigate\nthe substantial doubt raised by the above conditions and concerns via a series of measures, which include:

\n\n

●

Revenue\nEnhancement Strategies: The Company including the acquisition of iDoc on June 24, 2024 (See Note 3 - Business Combination) won new contracts\nwith larger hospitals and entered new markets, demonstrating the Company’s ability to generate positive revenue growth from its\nrobust pipeline.

\n\n

●

Additional\nFinancing: The Company is in negotiations with an investor for additional financing, which is expected to support its working capital\nneeds and fund its growth initiatives.

Management\nhas determined that the liquidity condition and historical operating losses raises substantial doubt about its ability to continue as\na going concern for a period of time of least one year after the date that the accompanying consolidated financial statements are issued.

There\nis no assurance that the Company’s plans to alleviate such concerns will be successful or unsuccessful within one year after the\ndate the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments\nthat might result from the outcome of this uncertainty.

Reverse Stock Split

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Note\n2 Summary of Significant Accounting Policies

Basis\nof Presentation and Consolidation

The\naccompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted\nin the United States (“U.S. GAAP”). For periods prior to the Business Combination as disclosed in Note 1 above, the reported\nshare and per share amounts have been retroactively converted by the applicable exchange ratio. See Note 12 - Equity for additional\ninformation.

The\nconsolidated financial statements include the accounts of VSee Health, Inc. and its subsidiaries, VSee Lab and iDoc, which are both 100%\nwholly owned subsidiaries of the Company. In addition, the consolidation includes Encompass Healthcare Billing, LLC, a 100% wholly owned\nsubsidiary of iDoc and This American Doc, Inc. (“TAD”) now a wholly owned subsidiary of VSee Lab. All intercompany amounts\nare eliminated upon consolidation. Prior to June 24, 2024, the consolidated financial statements included the accounts of VSee Lab, Inc.\nand its 53.8% partially owned subsidiary, TAD.

The\naccompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly\nthe financial position of the Company as of December 31, 2025, and 2024, its results of operations, changes in stockholders’\n(deficit) equity, and cash flows for the years ended December 31, 2025, and 2024, in conformity with U.S. GAAP.

Implications\nof Being an Emerging Growth Company

The\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our\nBusiness Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements\nthat are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding\nexecutive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory\nvote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of\nsuch extended transition period which means that when a standard is issued or revised and it has different application dates for public\nor private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which\nis neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult\nor impossible because of the potential differences in accounting standards used.

Use\nof Estimates

The\npreparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates\nand assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates,\nand assumptions are used for, but not limited to, the determination of estimated provision for contractual adjustments from third-party\npayors in the recognition of patient fee contracts, revenue, cost of revenues, goodwill and intangible asset impairment analysis, allowance\nfor credit losses, the fair value of the ELOC Agreement, the ELOC Commitment Fee Note, the Exchange Note, the Additional Bridge Note,\nthe Extension Note, the Quantum Convertible Note, the March 2025 Convertible Note, the May 2025 Convertible Note and the September 2024\nConvertible Note (each of these notes as defined in Note 8 Line of Credit and Notes Payable, Net of Discount), stock-based\ncompensation, incremental borrowing rate determination, useful life of intangibles, reserve for income tax uncertainties and other contingencies,\nand valuation of deferred tax asset.

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Income\nTaxes

The\nCompany applies ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting\nfor income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between\nthe financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital\nloss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable\nincome in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets\nand liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The\nCompany recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized\nincome tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or\nmeasurement are reflected in the period in which the change in judgment occurs. Valuation allowances are established when necessary to\nreduce deferred tax assets to the amount expected to be realized. The Company records interest and penalties related to unrecognized\ntax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns\nare not currently under examination.

Revenue\nRecognition

The\nCompany recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which establishes a principle for recognizing\nrevenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in\nexchange for those goods or services. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods\nor services to clients in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or\nservices.

The\nCompany derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services,\nprofessional services and technical engineering services, subscription services and institutional services provided to our clients.

The\nCompany determines revenue recognition in accordance with ASC 606, through the following five steps:

1)\nIdentify the contract with a customer

The\nCompany considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts\nunder ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify\neach party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer\nto have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s\nability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of\na new customer, credit and financial information pertaining to the customer.

Contractual\nterms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers\nare billed in annual, quarterly, or monthly instalments in advance of the service period of the subscription. The Company is not\nrequired to refund any prorated prepayment fees invoiced to cover services that were provided.

The Company also has service\ncontracts with hospitals or hospital systems, physician practice groups, and other users. These customer contracts typically range from two to three years,\nwith an automatic renewal process. The Company either invoices these customers for the monthly fixed fee in advance or at the end\nof the month, depending on the contract terms. The contracts typically contain cancellation clauses with advance notice, and revenue\nfor goods and services transferred prior to cancellation is not refundable or creditable; therefore, the Company does not believe that\nit has any material outstanding commitment for future revenues beyond one year from the end of a reporting period.

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2)\nIdentify the performance obligations in the contract

3)\nDetermine the transaction price

The total transaction price is\nbased on the amount to which the Company is entitled to base on the contracts with its customers. The Company believes the quoted transaction\nprices in the customer contracts represent the stand-alone selling prices for each of the separate performance obligations which are distinct\nand priced separately within the contract. The transaction price for each service provided is independent and established in the contract\nand based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred\nto the client.

4) Allocate the transaction\nprice to performance obligations in the contract

If the contract contains a single\nperformance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple\nperformance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone\nselling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company\nbelieves the quoted transaction prices in the customer contracts represent the stand-alone selling prices for each of the separate performance\nobligations that are distinct and priced separately within the contract.

5)\nRecognize revenue when or as the Company satisfies a performance obligation

Subscription\nService Contracts and Performance Obligation

Subscriptions\nrepresent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously\nreceive and consume the benefits related to the services the Company performs. In the case of module specific subscriptions, a consistent\nlevel of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue\nrecognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time\nas a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated\nsubscriptions is to stand ready throughout the subscription period; therefore, the Company considers an output method of time to measure\nprogress toward satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Deferred revenue\nconsists of the unamortized balance of non-refundable upfront fees which are classified as current and non-current based on the timing\nof when the Company expects to recognize revenue.

Furthermore,\nthe subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services\nwith other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific\nmodules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent\nor highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct\nand substantially the same, satisfied over time, and has the same measure of progress.

The\ntransaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services\nto the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract,\nclients generally make upfront non-refundable payments to the Company when contracting for implementation services.

Professional\nServices and Technical Engineering Fees and Performance Obligation

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Patient\nFees Services and Performance Obligation

Patient\nFee Services

The\nCompany acts as the principal in these arrangements because it controls the medical services before they are transferred to the patient.\nThis control is evidenced by the Company’s primary responsibility for fulfilling the service and its direct authority over the\naffiliated physicians, including the right to direct their clinical activities and administrative protocols.

Patient\nFee Contracts Involving Third-Party Payors

Revenue from third-party payors\nis presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments,\nand expected credit losses. These adjustments and implicit price concessions represent the difference between the amount billed and the\nestimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors.\nAlthough the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ,\nfrom estimated amounts and such difference could be material.

All of the Company’s\ntelemedicine contracts for patient reimbursement fees are directly billed to the payors by the Company. The Company earns patient fees\nby providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians\nprovide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective\npatients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The\nrevenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients.

The\nCompany earns revenue primarily from reimbursement from the following third-party payors:

Medicare

Medicaid

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Commercial\nInsurance Providers

The\nCompany is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with\nMedicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers\nbased on state and insurer requirements.

Telehealth\nFees Service Contracts and Performance Obligation

Contract\nFor Telemedicine Care Services

Performance\nobligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that\nincludes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration\nof the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians’\nnetwork through administrative support, hardware support, and software support and provider coverage availability. The Company provides\ncoverage availability of its physician services ranging from 12 to 24 hours per day. Performance obligations in the contract for these\nservices transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately\nidentifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides\nadministrative, business, and medical records and reports related to their professional services rendered pursuant to the agreement in\nsuch format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in\nthe consolidated financial statements.

The\nCompany recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue\nrecognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected\nvalue or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable\nconsideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of\nlegal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of\nrevenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected\ncustomer life or expected performance period.

Institutional\nFees Service Contracts and Performance Obligation

Contract\nFor Electroencephalogram (“EEG”) Professional Interpretation Services

Under\nmost of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine\nconsultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee\nprovides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed-upon rates for interpretation\nand software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s\nvirtual healthcare platform, which is provided and installed by the Company. The Company also provides the hospitals with user training,\nmaintenance and support services for the telemedicine equipment used to perform the consultation services.

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The\nCompany commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation\nto provide professional interpretation monthly.

Disaggregation\nof revenue

The\nfollowing table provides information about disaggregated revenue by timing of revenue recognition:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31,		December 31,
	2025		2024
Timing of revenue recognition
Products and services transferred over time	$	4,272,832		$	5,129,440
Products and services transferred at a point in time		10,345,352			5,291,912
Total Revenue	$	14,618,184		$	10,421,352

Cost\nof Revenues

Cost\nof revenues consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success\nteam, costs for third-party software services and contractors, and other services used in connection with delivery and support of the\nCompany’s platform subscription services. The Company’s cost of revenues also consists primarily of expenses related to compensation-related\nexpenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical\nproviders, and other services used in connection with the delivery and support of the Company’s telehealth platform.

Transaction\nExpenses

On\nJune 15, 2022, DHAC entered into the original Business Combination Agreement with DHAC Merger Sub I, Inc., a Delaware corporation and\nwholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary\nof DHAC (“Merger Sub II”), VSee Lab, and iDoc. On August 9, 2022, the parties to the Original Business Combination Agreement\nentered into the First Amended and Restated Business Combination Agreement, pursuant to which the original Business Combination Agreement\nwas amended and restated in its entirety. The parties to the First Amended and Restated Business Combination Agreement entered into the\nSecond Amended and Restated Business Combination Agreement on October 6, 2022, pursuant to which the First Amended and Restated Business\nCombination Agreement was amended and restated in its entirety, which was subsequently amended by the First Amendment to the Second Amended\nand Restated Business Combination Agreement dated November 3, 2022. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee Lab\nand iDoc entered into the Third Amended and Restated Business Combination Agreement, which was subsequently amended by the First Amendment\nto the Third Amended and Restated Business Combination Agreement on February 13, 2024 and the Second Amendment to the Third Amended and\nRestated Business Combination Agreement on April 17, 2024 (as amended, the “Business Combination Agreement”) and concurrently\nentered into various transactions that provide financing for DHAC, VSee Lab, iDoc and the Company (together with the other agreements\nand transactions contemplated by the Business Combination Agreement, the Business Combination. During the years ended December 31, 2025\nand 2024, the Company (which, for accounting purposes, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June\n24, 2024) incurred transaction expenses related to the business combination of $0 and $792,796, respectively, for professional fees,\nincluding legal, taxation, business consulting, and audit services.

Net\nLoss Per Common Share

The\nCompany computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires\ndual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or\nloss by the weighted average number of common shares outstanding during the period. No potential dilutive common shares are included\nin the computation of any diluted per share amount when a loss is reported. Diluted income or loss per common share is computed by dividing\nnet income or loss by the weighted average number of common shares outstanding.

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	Year Ended December 31,
	2025			2024

Net loss	$	(14,712,850	)		$	(57,702,015	)
Weighted average shares outstanding – basic and diluted		251,792				127,663
Net loss per share – basic and diluted	$	(58.43	)		$	(451.99	)
Excluded securities:(1)
Public Warrants		123,468				143,750
Private Warrants		6,963				6,963
Bridge Warrants		2,174				2,174
Extension Warrants		326				326
September 2024 Warrants		9,259				9,259
Common Stock Warrants		245,902				-
Quantum Convertible Note, related party (2)		2,587				23,281
Exchange Note (3)		-				10,342
September 2024 Convertible Note (3)		-				15,734
Series A Preferred stock common stock equivalents (4)		11,175				38,488
Stock options granted		10,046				10,046
Common stock issuance obligation		640				640

\n\n

(1)

The Company’s dilutive shares have not been included in\nthe computation of diluted net loss per share for the years ended December 31, 2025 and 2024, as the result would be anti-dilutive.

(2)	Includes the interest amount thereon and assumes the floor conversion price of $160.00, was partially converted during the year in 2025.

\n\n

(3)

Fully\nconverted during the year 2025.

(4)	Assumes the maximum conversion thereon and at the floor conversion price of $160.00, partially converted during the year 2025.

The pre-funded warrants of 122,951 which were issued\nin November 2025 were included in the computation of basic and diluted net loss per share, as the pre-funded warrants are exercisable\nfor nominal consideration.

Cash

The\nCompany considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents.\nThe Company had no cash equivalents as of December 31, 2025, and December 31, 2024, respectively.

Periodically,\nthe Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution.\nThe amount in excess of federally insured limit as of December 31, 2025, was approximately $4,449,913. The Company has not experienced\nlosses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard\nto these deposits is not significant.

Accounts\nReceivable and Credit losses

As\nof December 31, 2025, and December 31, 2024, the allowance for credit losses was $835,007 and $2,393,033, respectively. For the\nyears ended December 31, 2025, and 2024, the Company recognized $1,029,317 and $514,282, respectively, of credit loss expense within\ngeneral and administrative expense on the consolidated statements of operations.

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The\nfollowing table presents the Company’s allowance for credit losses at December 31, 2025, and December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31,			December 31,
	2025			2024
Beginning allowance for credit losses	$	2,393,033			$	32,457
Add: Allowance for credit losses, due to acquisition		—				1,696,553
Add: Provision for credit losses		1,029,317				514,282
(Less)/Add: Accounts receivable write-off included in allowance for credit losses above		(2,587,343	)			149,741
Ending allowance for credit losses	$	835,007			$	2,393,033

Prepaids\nand Other Current Assets

Prepaid\nassets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced,\nand the amount of the reduction is reported as an expense on the consolidated statements of operations.

Leases

The\nCompany accounts for leases under ASC 842, Leases. Based on this standard, the Company determines if an agreement is a lease\nat inception. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2)\nthe Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract,\nand (3) the Company has the right to direct the use of the asset.

Leases\nare classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria\nare met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the\nasset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or\n(4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset\nis so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease\nif it does not meet any one of the above criteria.

Operating\nleases are included in right-of-use assets, net and operating lease liabilities, less current portion on the Company’s consolidated\nbalance sheets. Finance leases are included in fixed assets, net and financing lease liabilities on the Company’s consolidated\nbalance sheets. Operating and finance lease right-of-use assets and liabilities are initially recognized based on the present value of\nlease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of\nthe lease right-of-use asset, unless an implicit rate is readily determinable. As most of our leases do not provide an implicit rate,\nwe generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a\nsimilar term of the lease payments at commencement date. As we do not have any outstanding public debt, we estimated the incremental\nborrowing rate based on our estimated credit rating and available market information. The incremental borrowing rate is\nsubsequently reassessed upon a modification to the lease agreement.

The\nCompany also elected the practical expedient to account for lease and non-lease components as a single lease component. Accordingly,\nthe Company shall include non-lease components with lease payments for the purpose of calculating lease assets and liabilities to the\nextent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.

Costs\nassociated with operating leases are recognized on a straight-line basis within “General and administrative” expenses over\nthe term of the lease. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of\nthe assets or the lease term and presented within “General and administrative” expenses in the consolidated statements of\noperations. The interest component of a finance lease is included in interest expense and recognized using the effective interest method\nover the lease term

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Stock-based\nCompensation

Deferred\nRevenue

Contract\nliabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts\nwhich are anticipated to be recorded as revenues when services are performed. The timing of revenue recognition, billing, and cash collections\nresults in billed accounts receivable and deferred revenue, primarily attributable to the unamortized balance of nonrefundable upfront\nfees related to subscription services, which are classified as current and non-current based on the timing of when the Company expects\nto recognize revenue on the consolidated balance sheets. Accounts receivable is recognized in the period in which the Company’s\nright to the consideration is unconditional. Contract liabilities consist of billing in excess of revenue recognized primarily related\nto deferred revenue.

As\nof December 31, 2025, and 2024, the Company had $1,324,485 and $417,815, respectively, of contract liabilities (current portion)\nassociated with customer deposits for subscription, professional, and technical engineering services, which were reported in deferred\nrevenue on the consolidated balance sheets. The Company expects to recognize all of the deferred revenue related to future performance\nobligations that are unsatisfied or partially unsatisfied as of December 31, 2025, as revenue by December 31, 2026. As of December 31,\n2025, and December 31, 2024, the non-current portion of deferred revenue was $0 and $69,999, respectively.

The\nfollowing table summarizes deferred revenue activities for the years presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31,			December 31,
	2025			2024
Beginning of year	$	487,814			$	902,524
Additions		2,431,300				1,519,617
Revenue recognized		(1,594,629	)			(1,934,327	)
End of year	$	1,324,485			$	487,814

Credit\nRisk and Major Customers/Supplier Concentration

Financial\ninstruments potentially subject the Company to credit risk concentrations consisting of cash and trade accounts receivable. The Company\nmaintains all its cash in commercial depository accounts, insured by the Federal Deposit Insurance Corporation. At times, cash deposits\nmay exceed federally insured limits. Any loss incurred or lack of access to such funds could have an adverse impact on the Company’s\nfinancial condition, results of operations, and cash flows.

In\nthe aggregate, the Company had three customers whose accounts receivable represented 43% of the Company’s total accounts receivable\nas of December 31, 2025. In the aggregate, the Company had two customers whose accounts receivable represented 50%\nof the Company’s total accounts receivable as of December 31, 2024.

The\nCompany had three customers that in the aggregate accounted for 45% of total revenue for the years ended December 31, 2025,\nand two customers that in the aggregate accounted for 24% of total revenue for the year ended December 31, 2024. Although the Company\nseeks to reduce dependence on those customers, the partial or complete loss of certain of these customers could have at least a temporary\nadverse effect on the Company’s results of operations.

The\nCompany had two vendors whose accounts payable and accrued liabilities represented 31% of the Company’s total accounts payable\nand accrued liabilities as of December 31, 2025. The Company had one vendor whose accounts payable and accrued liabilities\nrepresented 22% of the Company’s total accounts payable and accrued liabilities as of December 31, 2024.

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Fair\nValue of Financial Instruments

“Fair\nvalue” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction\nbetween market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level\nof observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors,\nincluding the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives\nthe highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the\nlowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value\ncan be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of\njudgment applied in determining fair value.

\n\n

●

“Level\n1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

\n\n

●

\n\n

●

The\ncarrying amounts reflected in the accompanying consolidated balance sheets for cash, accounts receivable, accounts payable and accrued\nliabilities, and due to/from related party, approximate fair value due to their short-term nature.

See\nNote 15 for additional information on assets and liabilities measured at fair value.

Derivative\nFinancial Instruments

The\nCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded\nderivatives in accordance with ASC 815, Derivatives and Hedging. Derivative instruments are recorded at fair value on the grant\ndate and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative\nassets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net cash settlement\nor conversion of the instrument could be required within 12 months of the consolidated balance sheet date.

Warrant\nInstruments

For\nissued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component\nof additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,\nthe warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.\nThe Company has determined that its Public warrants, Private warrants, Bridge Warrants, September 2024 Warrants and Extension Warrants\nare freestanding and meet equity classification under ASC 815 (Derivatives and Hedging) and are therefore classified in equity.

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Fixed\nAssets

Fixed\nassets are recorded at historical cost, less accumulated depreciation. The Company expenses fixed assets purchased that are less than\n$1,000. Depreciation is calculated on the straight-line method over the estimated useful lives of these respective assets, which is three\nto ten years. Repair and maintenance costs are charged to expenses as incurred. Fixed assets are depreciated using the straight-line\nmethod over the estimated useful lives of the assets as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Estimated Useful Life
Office equipment		3-5 years
Medical equipment		3-10 years
Furniture		3-7 years
Leased equipment		Shorter of lease term or estimated useful life
Leasehold improvements		3-7 years

Goodwill

The\nCompany performs goodwill impairment test annually as of year-end at the reporting unit level in accordance with ASC 350 to assess whether\nthe carrying amount of goodwill exceeds its fair value. Additionally, the Company monitors for triggering events on an ongoing basis\nand performs interim impairment testing when events or changes in circumstances indicate that it is more likely than not (i.e., greater\nthan 50 percent likelihood) that the fair value of a reporting unit is below its carrying amount. This process is designed to ensure\nthat goodwill is stated at no more than its implied fair value at all reporting dates. The cash flow estimates, and discount rates incorporate\nmanagement’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation.

During\nthe year ended December 31, 2024, the Company determined there were triggering events that required the Company to perform a quantitative\nanalysis. Based on the analysis, the Company concluded the fair value of the Telehealth Services reporting unit was less than it’s\ncarrying value. As a result, the Company recorded non-cash goodwill impairment charges of $56,675,210 on the consolidated statement of\noperations for the year ended December 31, 2024. For the year ended December 31, 2025, there were either no indicators of impairment,\nor where such indicators existed, the results of the impairment test showed that the fair value of the Telehealth Services reporting\nunit exceeded its carrying value and therefore no impairment charge was recognized.

Intangible\nAssets

Intangible\nassets are presented at their historical costs, net of amortization. Historical cost of intangible assets acquired in a business combination\nrepresents the fair value at acquisition. The fair value at acquisition is determined based on the appraised value of the asset. Intangible\nassets are comprised of developed technology and customer list (See Note 3 – Business Combination). Developed technology and customer\nrelationships are amortized using the straight-line method over the five-year and ten-year estimated useful lives of the assets, respectively.\nIdentifiable intangible assets subject to amortization consist of the following:

	Estimated	December 31,			December 31,
	Useful Life	2025			2024
Customer relationships	10 years	$	2,100,000			$	2,100,000
Developed technology	5 years		10,000,000				10,000,000
Accumulated amortization			(3,315,000	)			(1,105,000	)
Intangible assets, net		$	8,785,000			$	10,995,000

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Expected\namortization expense is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year ending December 31, 2026	$	2,210,000
Year ending December 31, 2027		2,210,000
Year ending December 31, 2028		2,210,000
Year ending December 31, 2029		1,210,000
Year ending December 31, 2030		210,000
Thereafter		735,000
Total	$	8,785,000

For\nthe years ended December 31, 2025, and December 31, 2024, the Company recorded amortization expense of $2,210,000 and $1,105,000,\nrespectively, within general and administrative expenses in the consolidated statements of operations.

Impairment\nof Long-Lived and Intangible Assets Other than Goodwill

In\naccordance with ASC 360-10, Property Plant and Equipment, and ASC 350-10, Intangibles, the Company,\non a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and\nexternally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated\nundiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount\nby which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets\nor the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved.

During\nthe years ended December 31, 2025, and 2024, the Company did not identify any impairment of long-lived and intangible assets other\nthan goodwill.

Original\nIssue Discount on Debt

When\nthe Company issues note payable with a face value higher than the proceeds it receives, it records the difference as a debt discount\nand amortizes the discount as interest expense over the life of the underlying note payable.

Loss\nContingencies and Litigation

The\nCompany records reserve for loss contingencies if (a) information available prior to issuance of the consolidated financial statements\nindicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial\nstatements and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least\na reasonable possibility that a material loss will occur, the Company does not record and reserve for a loss contingency but describes\nthe contingency within a note and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot\nbe made, a statement to that effect is made.

Segments

The\nCompany determined its operating and reportable segments in accordance with ASC 280, Segment Reporting. Management evaluates\na reporting unit by first identifying operating segments under ASC 280. The Company then evaluates each operating segment to determine\nif it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition\nof a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable,\nwhen determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically\nsimilar and, if so, the operating segments are aggregated.

Management\nhas determined that the Company has two operating and reportable segments. The Company’s operating segments reflect\nthe manner in which its chief operating decision makers, which is currently shared between the Co-Chief Executive Officers, Milton Chen\nand Imo Aisiku, review results and allocate resources.

The\nCompany’s operating and reporting segments are Healthcare Technology (“Technology”) and Telehealth Services (“Telehealth”).\nVSee Lab, Inc is included in Technology, while iDoc Virtual Telehealth Solutions, Inc. is included in Telehealth.

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Recent\nAccounting Pronouncements

Recent\nAccounting Standards Adopted by the Company

ASU\n2023-09: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,\nwhich requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes\npaid. The standard is effective for the Company beginning in fiscal year 2025. The Company adopted the standard prospectively.

Recent\nAccounting Pronouncements Not Yet Effective

ASU\n2024-04: In November 2024, the FASB issued this ASU, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible\nDebt Instruments which clarifies the requirements for determining whether certain settlements of convertible debt instruments should\nbe accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual\nreporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption\nis permitted for all entities that have adopted the amendments in Update 2020-06. The Company is currently evaluating the impact\nthis guidance will have on our consolidated financial statements.

ASU\n2025-03: In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation\n(Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03\nchanges how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new\nguidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU\n2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The\nCompany is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

ASU\n2025-04: In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic 718)\nand Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU\n2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service\nconditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable\nto customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the\ntreatment of vesting conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning\nafter December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating\nthe impact of adopting this new accounting guidance on its financial statements and related disclosures.

ASU\n2025-05: In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit\nLosses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related\nto the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions\naccounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient.\nAn entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated.\nASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the\nimpact of adopting this new accounting guidance on its financial statements and related disclosures.

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ASU\n2025-11 In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies\nthe guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required\ninterim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting\nperiod that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including\ninterim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting\nASU 2025-11.

ASU\n2025-12: In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing\nthe changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this\nUpdate are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within\nannual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early\nadoption is permitted. The Company is currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact\non the consolidated financial statements.

Management\ndoes not believe that above recently issued, but not effective, accounting standards, if currently adopted, would have a material effect\non the Company’s consolidated financial statements.

Note\n3 Business Combination

Acquisition\nof iDoc Telehealth Solutions, Inc.

On\nJune 24, 2024, the Company completed the Business Combination between DHAC, VSee Lab, Inc. (“VSee Lab”), a company providing\ncomprehensive telehealth platform and software services for U.S. hospitals and enterprises, and iDoc Telehealth Solutions, Inc. (“iDoc”),\na tele-intensive acute care and tele-neurocritical care company, providing tele-intensive acute care, and tele-neurocritical care in\nhigh value hospital environments. As noted above, the closing of the Business Combination resulted in the acquisition of iDoc and a reverse\nrecapitalization with DHAC (see Note 12 Equity for discussion of recapitalization). The acquisition of iDoc is treated for accounting\npurposes as VSee Lab being the accounting acquirer and iDoc the acquiree. iDoc can complement VSee Lab’s business by leveraging\nits extensive telehealth platform, and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of\nthe brain, spinal cord, heart, and lungs that often have complicated medical problems and by responding to the need for rapid, effective\ntreatment of emergency patients and the shortage of critical care experts. The Telehealth market today is one characterized by rapid\ntransformation, with major customers and hospital systems looking to build or add capabilities and major legacy competitors looking to\nshore up historical limitations. The rapid transformation of the telehealth market indicates strong future growth of the market, and\nits current offerings provide an attractive value proposition to health systems, medical groups, and individual medical practitioners,\ndriving higher market share.

As such, at the Closing of the\nBusiness Combination and for accounting purposes, the transaction was treated as if VSee Lab issued (1) 61,875 shares of Common Stock\nto iDoc stockholders; (2) 3,656 shares of Common Stock pursuant to one of the A&R Loan Conversion SPA between DHAC, iDoc and a lender\nin connection with the payoff of a debt between iDoc and the lender at the Closing; (3) 3,750 shares of Common Stock pursuant to the A&R\nLoan Conversion SPA between DHAC, iDoc and the Bridge Investor in connection with the payoff of a debt between iDoc and the Bridge Investor\nat the Closing; and (4) 300 shares of Series A Preferred Shares that are convertible into 1,875 shares of Common Stock assuming maximum\nconversion at the floor conversion price of $160 in connection with the payoff of an outstanding debt of iDoc. This represents an aggregate\nof 71,156 shares of Common Stock (among which 69,281 shares of Common Stock were issued at Closing and 1,875 shares of Common Stock were\nissuable at Closing upon conversion of the Series A Preferred Shares), representing approximately $68,936,175 in consideration based on\na closing price of $968.80 per share as of the Closing Date on June 24, 2024.

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Purchase\nConsideration

The\nfollowing table summarizes the purchase consideration for the iDoc acquisition:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Amount
61,875 shares of common stock issued to sellers at $968.80 per share	$	59,944,500
3,656 shares of common stock issued upon conversion of debt at $968.80 per share		3,542,175
3,750 shares of common stock issued upon conversion of debt at $968.80 per share		3,633,000
300 shares of series A preferred stock issued upon conversion of debt, of which upon conversion, 1,875 shares of common stock are issuable, at $968.80 per share		1,816,500
Total purchase consideration	$	68,936,175

A\nsummary of the allocation of the total purchase consideration for iDoc is presented as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Total purchase price consideration, net of cash acquired of $29,123	$	68,907,052

Estimated fair value of assets acquired:
Accounts receivable, net*		532,982
Due from related party		992,746
Note receivable, related party		245,500
Prepaid expenses and other current assets		164,661
Customer relationships		2,100,000
Developed technology		10,000,000
Right-of-use assets		695,417
Fixed assets		839,785
Total assets acquired		15,571,091

Estimated fair value of liabilities assumed:
Accounts payable, accrued expenses and other current liabilities		2,560,775
Line of credit and notes payable		2,516,345
Lease liabilities - operating - related party		265,058
Lease liabilities – operating		430,359
Lease liabilities – finance		736,624
Deferred tax liabilities		1,746,782
Total liabilities assumed		8,255,943

Goodwill	$	61,591,904

\n\n

As\nof the acquisition date, gross contractual accounts receivable was approximately $3.8 million, and the Company expects that approximately\n$3.3 million will not be collected.

The\nCompany’s consolidated statement of operations for the year ended December 31, 2024 include revenue of $2,217,733 and\na net loss of $58,134,446, including goodwill impairment charges of $56,675,210, attributable to iDoc since the date of acquisition.

The\nCompany (as the successor of VSee Lab for accounting purposes) incurred transaction costs related to the iDoc acquisition, and these\ncosts were expensed as incurred in transaction expenses in the consolidated statements of operations for the year ended December 31,\n2024.

In connection with the iDoc\nacquisition, the Company (as the successor of VSee Lab for accounting purposes) assumed $3,509,000 aggregate principal amount of outstanding\nnotes that did not convert to equity on the acquisition date. The notes had an aggregate fair value of $2,516,000 as of the acquisition\ndate. iDoc had $1,485,000 of outstanding notes pursuant to that certain A&R Loan Conversion SPAs and Loan Conversion SPA with various\nlenders. Such outstanding notes by iDoc were paid off with the issuance of 7,406 shares of VSee Health Common Stock and 300 shares of\nVSee Health Series A Preferred Stock (which are convertible into 1,875 shares of Common Stock assuming maximum conversion at the floor\nconversion price of $160) to the respective lenders at the Closing of the Business Combination.

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The\ngoodwill generated from iDoc is primarily related to the plan to continue to harness scale to further grow the platform for all stakeholders.\nGoodwill is not deductible for income tax purposes.

Developed\ntechnology represents the estimated fair value of iDoc’s internally developed processes, methodologies, algorithms, applications,\ntechnology platform, software code, website content, user interfaces, graphics, trade dress, databases and domain names. Customer relationships\nrepresent the preliminary estimated fair value of the underlying relationships with iDoc’s customers.

Pro\nForma Financial Information

The\nunaudited pro forma financial information in the table below summarizes the combined results of VSee Health’s operations and iDoc’s\noperations, as though the acquisition of iDoc had been completed as of the beginning of fiscal 2024. The pro forma financial information\nfor the year ended December 31, 2024, combines our results for these periods with that of iDoc’s results for the year\nended December 31, 2024.

The\nfollowing table summarizes the pro forma financial information:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the \nYear Ended
	December 31, \n2024

Total revenues	$	12,956,035
Net loss		(58,167,923	)
Weighted average shares:
Basic and diluted		188,216
Net loss per share:
Basic and diluted	$	(309.05	)

The\npro forma financial information is presented for informational purposes only and is not indicative of the results of operations that\nwould have been achieved if the acquisition and the cost of financing the acquisition had taken place at the beginning of fiscal 2025.\nThe financial information for the periods presented above includes pro forma adjustments as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	For the \nYear Ended
	December 31, \n2024
Operating lease expense	$	(2,210,000	)
Transaction expenses	$	301,013

Recapitalization

As discussed at the closing\n(the “Closing”) of the Business Combination, (1) each share of DHAC common stock was re-designated as a share of the\nCompany’s common stock, par value $0.0001 (the “Common Stock”) and each outstanding warrant of DHAC was re-designated\nas a warrant of the Company and each whole warrant exercisable for one share of the Company’s Common Stock at an exercise price\nof $920.00 (the “Public Warrant”); and (2) each issued and outstanding share of Class A common stock of VSee Lab\n(including all securities that are converted or exchanged into shares of VSee Lab Class A common stock) immediately prior to the\nBusiness Combination was automatically cancelled and extinguished and converted into the right to receive approximately 0.005 shares of\nCommon Stock.

The shares and options granted\nto VSee shareholders were determined based on the estimated value attributed to VSee of $60.50 million as determined by the Board (“Board\nof Directors”) in its negotiations with VSee management. The 10,046 options granted (7,867 are fully vested, and 2,179 partially\nvest at closing with a portion vesting after one year) at the closing of the business combination and in accordance with ASC 805 are deemed\nto be part of the consideration granted in the business combination exchange as such no compensation expense is recognized. As such, the\nfully vested options are considered part of the recapitalization and have no accounting impact. There are a total of 2,179 options\nissued to employees who will vest between 40% and 60% over a one-year service period subsequent to the business combination which will\nbe valued as of June 24, 2024 the grant date (see Note 12 for further discussion).

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Common\nStock Outstanding After Business Combination:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares
DHAC public shares, net of redemptions		1,437
DHAC Sponsor affiliate shares		42,900
VSee loan conversions shares		3,656
Bridge Investors shares		7,875
Other current DHAC stockholder shares		338
VSee company shares issued in Business Combination		65,579
iDoc company shares issued in Business Combination		61,875
Total Company common stock outstanding immediately following the Business Combination		183,660

For accounting purposes, since\nthe Business Combination was treated as a reverse merger by and among VSee Lab, DHAC and was accounted as a reverse recapitalization,\nthe 45,049 shares of DHAC common stock outstanding at the Closing were allocated to net the $18,035,760 liabilities assumed by the Company\n(as the successor of VSee Lab for accounting purposes). The following is a summary of the recapitalization and net equity impact on business\ncombination by the Company on June 24, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Cash - Trust and cash	$	1,323,362

Liabilities assumed
Accrued Expenses		(5,530,630	)
Due to Sponsor		(657,659	)
Exchange Note		(6,155,925	)
ELOC		(694,512	)
Additional Bridge Notes		(466,646	)
Promissory Note - Related Party		(350,000	)
Promissory Note - SCS Capital Partners LLC		(765,000	)
Deferred Underwriting Fee Payable		(4,370,000	)
Promissory Note - Extension Note		(335,750	)
Extension Note - Embedded Derivative		(33,000	)
Total liabilities assumed		(19,359,122	)
Net liabilities assumed	$	(18,035,760	)

Note\n4 Fixed Assets

The\ncomponents of fixed assets are summarized as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025			December 31, \n2024
Office equipment	$	47,172			$	28,019
Medical equipment		133,869				123,094
Furniture		5,046				5,046
Leased equipment		736,624				736,624
Leasehold improvements		6,604				6,604
		929,315				899,387
Less: Accumulated depreciation		(596,701	)			(219,145	)
Fixed assets, net	$	332,614			$	680,242

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The\nCompany recorded $33,614 and $17,834 in depreciation expense during the years ended December 31, 2025, and 2024, respectively.\nDepreciation on leased equipment is included in accumulated depreciation. During the years ended December 31, 2025, and 2024\nthe Company recorded $343,942 and $200,633, respectively in depreciation expenses related to the leased equipment.

As\na result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (see Note 3 Business Combination),\nthe Company acquired, at fair value, $736,624, $79,801, $11,710, $6,605 and $5,045 of leased equipment, medical equipment, office equipment,\nleasehold improvements and furniture, respectively.

Note 5\nLeases

Operating\nLeases

As\na result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (see Note 3 Business Combination), the\nCompany assumed the following operating leases under iDoc. iDoc leased office space in Boston, Massachusetts (“Massachusetts Lease”),\nHouston, Texas (“Texas Lease”), and Houston, Texas (“New Houston Lease”).

The\nNew Houston Lease commenced on April 1, 2024, and ends on March 31, 2027. Monthly lease payments for the New Houston Lease are $1,000.

The\nTexas Lease was renewed on February 1, 2022, and was terminated in July 2024, prior to its initial contractual end date of January 31,\n2027. As a result of the termination, a related party right-of-use asset of $260,373 and related party lease liability of $265,059 were\nrelieved. Monthly lease payments under the Texas Lease were $10,000.

The\nMassachusetts Lease commenced on September 1, 2023, and was originally scheduled to end on August 31, 2028. On September 30, 2025, the\nCompany terminated the Massachusetts Lease. As a result of the termination, the Company derecognized a right-of-use asset of $300,061\nand a related lease liability of $273,646. Further, on account of the termination, an early termination fee of $114,294 was payable to\nthe lessor. Prior to termination, monthly lease payments were $9,380 between September 1, 2023, and August 31, 2024, $9,630 between September\n1, 2024, and August 31, 2025, and $9,870 between September 1, 2025, and September 30, 2025.

The\nCompany has no restrictive covenants related to its operating leases and no leases not yet commenced.

Operating\nlease expense is recognized on a straight-line basis.

Operating\nlease right-of-use assets are summarized below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025			December 31, \n2024
Office lease	$	133,112			$	433,173
Less: Accumulated amortization		(119,808	)			(53,588	)
Right-of-use assets, net	$	13,304			$	379,585

Operating\nlease liabilities are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025			December 31, \n2024
Office lease	$	13,304			$	342,174
Less: Current portion		(10,394	)			(72,836	)
Long-term portion	$	2,910			$	269,338

As\nof December 31, 2025, and 2024, $300,907 and $96,589, of the Company’s operating lease liabilities are included in accounts payable\nand accrued liabilities on the consolidated balance sheets, respectively. The balance as of December 31, 2025, also includes an early\ntermination fee of $114,294 related to the termination of the Massachusetts Lease.

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Future\nminimum rent payments under the operating lease are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Total
Year ending December 31, 2026	$	12,000
Year ending December 31, 2027		3,000
Total future minimum lease payments		15,000
Less: Imputed interest		(1,696	)
Present value of payments	$	13,304

Expenses\nincurred with respect to the Company’s operating leases which are included in general and administrative expenses on the consolidated\nstatements of operations are set forth below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year Ended
	December 31, 2025		December 31, 2024
Operating lease expense	$	115,116		$	113,149
Total operating lease expense	$	115,116		$	113,149

The\nweighted average remaining lease term and the weighted average discount rate on the operating leases are set forth below.

	December 31, \n2025			December 31, \n2024
Weighted average remaining lease term		1.3 years			3.6 years
Weighted average discount rate		18.5	%		17.9	%

Finance\nLeases

On\nNovember 1, 2023, iDoc entered into a forbearance agreement with a maturity date of January 10, 2024. On December 13, 2024, the Company\nrevised the forbearance agreement with a maturity date of June 2025. On August 27, 2025, the Company revised the forbearance agreement\nand agreed to a payment on September 5, 2025, and a further payment on November 30, 2025. The remaining balance on the forbearance agreement\nis due on December 10, 2025. Pursuant to a subsequent settlement agreement, the Company paid $1,197,891 to the Bank on January 15, 2026,\nin consideration of the release of certain judgment liens. Accordingly, the entirety of the finance lease has been reclassified to finance\nlease liabilities within current liabilities on the consolidated balance sheets as of December 31, 2025, and December 31, 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025			December 31, \n2024
Equipment lease	$	736,624			$	736,624
Less: Accumulated amortization		(544,575	)			(200,633	)
Leased equipment, net	$	192,049			$	535,991

Finance\nlease liabilities are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Equipment lease	$	131,062			$	328,833
Less: current portion		(131,062	)			(328,833	)
Long-term portion	$	—			$	—

Future\nminimum payments under the finance lease are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Total
Year ending December 31, 2026	$	142,514
Total future minimum lease payments		142,514
Less: Imputed interest		(11,452	)
Present value of payments	$	131,062

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Total\nfinance lease cash payments made during the years ended December 31, 2025, and 2024, were $25,000 and $0 respectively. As such, as of\nDecember 31, 2025, and 2024, $641,558 and $446,890, respectively, of the Company’s financing lease liabilities are included in\naccounts payable and accrued liabilities on the consolidated balance sheets.

Expenses\nincurred with respect to the Company’s finance leases which are included in the consolidated statements of operations are set forth\nbelow.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year Ended
	December 31, \n2025		December 31, \n2024
Amortization expense	$	343,942		$	200,633
Interest expense		45,987			36,865
Total Finance lease expense	$	389,929		$	237,498

The\nweighted average remaining lease term and the weighted average discount rate on the finance leases are set forth below.

	December 31, 2025			December 31, 2024
Weighted average remaining lease term (years)*		0.6			1.6
Weighted average discount rate		19.30	%		19.30	%

\n\n

The\nfinance leases of the Company mature on June 30, 2026. However, as of December 31, 2025, and December 31, 2024, entire finance lease\nliability has been classified as current on the consolidated balance sheet pursuant to the forbearance agreement entered into by the\nCompany with the bank.

Note 6\nAccounts Payable and Accrued Liabilities

The\ncomponents of accounts payable and accrued liabilities are summarized as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025		December 31, \n2024
Accounts payable	$	5,528,161		$	4,283,397
Accrued compensation and benefits		2,320,871			2,176,070
Accrued interest		574,232			558,358
Accrued sales and use tax		1,240,381			999,547
Accrued financing lease		641,558			446,890
Other accrued liabilities		1,231,572			879,397
	$	11,536,775		$	9,343,659

Note 7\nFactoring Payable

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following\nfactoring payable liabilities from iDoc (See Note 3 – Business Combination). Except as specifically set forth below, the\nfactoring purchase agreements are not collateralized by a general security agreement over iDoc’s personal property and interests.\nNo interest rate is associated with these factoring purchase transactions and no time during which the amount sold must be collected\nbecause the weekly amount is subject to adjustment based on future receipts generated by iDoc or the Company after the closing of the\nBusiness Combination.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on June 21, 2023, pursuant to which iDoc sold $299,000 of future receipts for a net\npurchase price of $207,639 and under which iDoc authorized the factoring purchaser to collect $7,475 weekly. During the year ended December\n31, 2025, the Company entered into a Stipulation of Settlement with the factoring purchaser, under which a previously issued judgment\nof $161,268 was settled for a fixed settlement amount of $50,000. Following the same the factoring payable under this June 21, 2023,\nFuture Receipt Sale Agreement was fully repaid as of December 31, 2025, the factoring payable balance under the June 21, 2023, Future\nReceipt Sale Agreement was $59,527 on December 31, 2024.

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\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on June 28, 2023, pursuant to which iDoc sold $140,000 of future receipts for a net\npurchase price of $100,000 and under which iDoc authorized the factoring purchaser to collect $5,000 weekly. The factoring payable under\nthe June 28, 2023, Future Receipt Sale Agreement was $34,314 on December 31, 2024. The factoring payable under the June 28, 2023, Future\nReceipt Sale Agreement was fully repaid as of December 31, 2025.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on October 13, 2023, pursuant to which iDoc sold $186,250 of future receipts for a\nnet purchase price of $125,000 and under which iDoc authorized the factoring purchaser to collect $1,552 weekly. Furthermore, the agreement\nwas not collateralized by a general security agreement over iDoc’s accounts, including, without limitation, all deposit accounts,\naccounts receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory. During\nthe year ended December 31, 2025, this agreement was terminated pursuant to a payoff arrangement under which the purchaser agreed to\naccept a fixed amount of $50,000 as full and final settlement of the remaining balance owed. The factoring payable under the October\n13, 2023, Future Receipt Sale Agreement was $0 and $85,166 on December 31, 2025 and December 31, 2024, respectively.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on October 13, 2023, pursuant to which iDoc sold $108,000 of future receipts\nfor a net purchase price of $75,000 and under which iDoc authorized the factoring purchaser to collect $697 per day. The factoring\npayable under this October 13, 2023 Future Receipt Sale Agreement was fully repaid as of December 31, 2024.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on November 8, 2023, pursuant to which iDoc sold $111,000 total dollar amount\nof future receipts for a net purchase price of $75,000 and under which iDoc authorized the factoring purchaser to collect $1,387 daily.\nThe factoring payable under this November 8, 2023 Future Receipt Sale Agreement was fully repaid as of December 31, 2024.

\n\n

A Future Receipts Sale Agreement, which iDoc entered on December\n20, 2023, pursuant to which iDoc sold $228,000 of future receipts for a net purchase price of $150,000 and under which iDoc authorized\nthe factoring purchaser to collect $1,499 daily. The factoring payable under this December 20, 2023 Future Receipt Sale Agreement\nwas fully repaid as of December 31, 2024.

\n\n

A\nFuture Receipts Sale Agreement, which iDoc entered on January 11, 2024, pursuant to which iDoc sold $53,200 of future receipts for\na net purchase price of $31,500 and under which iDoc authorized the factoring purchaser to collect $2,500 weekly for twelve\nweeks and a $23,200 balloon collection on April 30, 2024. The agreement is collateralized with a security interest in all accounts,\nincluding, without limitation, all deposit accounts, accounts receivable, and other receivables of the Company. The factoring payable\nunder this January 11, 2024 Future Receipt Sale Agreement was fully repaid as of December 31, 2024.

Note 8\nLine of Credit and Notes Payable, net of discount

The\nfollowing is a summary of the notes payable as of December 31, 2025, and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31,			December 31,
Notes Payable	2025			2024

Note payable issued November 29, 2021	$	336,983			$	336,983
Note payable issued December 1, 2021		1,500,600				1,500,600
Note payable issued August 18, 2023		64,000				64,000
Note payable issued November 29, 2023		33,000				33,000
September 2025 promissory note		446,192				-
May 2025 convertible note		361,821				-
Total notes payable		2,742,596				1,934,583
Less: Current portion		(1,241,996	)			(433,983	)
Less: Fair value adjustment for debt		(906,659	)			(906,659	)
Total notes payable, net of current portion	$	593,941			$	593,941

On\nthe notes payable listed above, the weighted average effective interest rate was 13.50% and 5.50% for the years ended December 31, 2025\nand 2024, respectively.

Required\nprincipal payments under the Company’s notes payable are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year Ending December 31, 2026	$	1,241,996
Year Ending December 31, 2027		37,720
Year Ending December 31, 2028		39,008
Year ending December 31, 2029		40,646
Year ending December 31, 2030		42,198
Thereafter		1,341,028
Total	$	2,742,596

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Description\nof Notes Payable

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following\noutstanding notes payable liabilities from iDoc (See Note 3 – Business Combination).

\n\n

(1)

On\nNovember 29, 2021, the iDoc issued a $654,044 promissory note to a bank, collateralized by all the assets of iDoc. Interest was\npayable monthly at the annual fixed rate of 4.284%. On November 1, 2023, iDoc entered into a forbearance agreement with a maturity\ndate of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (6.75% and 7.50%\nat December 31, 2025, and 2024, respectively) (See Note 10 - Commitments and Contingencies). iDoc is required to pay the loan in 36 payments\nof $19,409. As of each of December 31, 2025, and 2024, the outstanding balance on the promissory note was $336,983. Pursuant to a subsequent\nsettlement agreement, the Company paid $1,197,891 to the Bank on January 15, 2026, in consideration of the release of certain judgment\nliens which included the remaining balance due on this note payable. For the years ended December 31, 2025, and 2024, the Company recorded\n$44,512 and $17,500, respectively in interest related to the promissory note. The accrued interest balance, which was included within\naccounts payable and accrued liabilities on the consolidated balance sheets, as of December 31, 2025, and 2024, was $0 and $43,961. The\nnote is currently in default and as such, the Company has classified the note in full in current liabilities.

\n\n

(2)

On\nDecember 1, 2021, iDoc issued a promissory note to a bank in the amount of $500,000. On February 25, 2022, iDoc received an\nextension of $1,000,600 on the promissory note. The promissory note is collateralized by all the assets of iDoc and the private property\nof iDoc’s then Chief Executive Officer. Interest is accrued monthly at the annual fixed rate of 3.75%. The promissory note\nmatures on December 19, 2051. As of each of December 31, 2025, and 2024, there was an outstanding balance of $1,500,600 on the promissory\nnote. Commencing on January 1, 2024, iDoc is required to make monthly instalment payments, including principal and interest,\nof $7,682. For the years ended December 31, 2025, and 2024, $56,272 and $28,894 were recorded in interest related to the promissory note,\nrespectively. The accrued interest balance, which were included within accounts payable and accrued liabilities on the consolidated balance\nsheets, as of December 31, 2025, and 2024, were $200,393 and $144,121. The note is currently in default.

\n\n

(3)

On\nAugust 3, 2023, iDoc issued a 10.00% original issue discount promissory note to an accredited investor with a principal balance of $33,000.\nNotes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest\nexpense over the life of the underlying note payable. The promissory note matured on November 1, 2023, and is collateralized by\nall the assets of iDoc. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity.\nUpon an event of default, the interest rate on the note increases to the greater of 26% per annum or the maximum rate allowed by the\nlaws governing this agreement. The Company recognized total interest expense of $8,580 and $393 for the years ended December 31, 2025,\nand 2024, respectively. The accrued interest balance, which is included within accrued liabilities on the consolidated balance sheets,\nas of December 31, 2025, and 2024, were $19,370 and $Nil. As of each of December 31, 2025, and 2024, the outstanding balance of the promissory\nnote was $33,000. The note is currently in default, and as such, the Company has classified the entire note in current liabilities.

\n\n

(4)

On\nAugust 18, 2023, iDoc issued a 8.5% original issue discount promissory note to an accredited investor with a principal balance of $64,000.\nNotes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized\nas interest expense over the life of the underlying note payable. The promissory note matured on November 16, 2023, and is collateralized\nby all the assets of iDoc. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity.\nUpon an event of default, the interest rate on the note increases to the greater of 26% per annum or the maximum rate allowed by the\nlaws governing this agreement. As of each of December 31, 2025, and December 31, 2024, the promissory note net of unamortized debt discount\nwas $64,000. The Company recognized $16,640 and $8,597 interest at the default interest for the years ended December 31, 2025, and 2024,\nrespectively. The Company had $30,400 and $17,920 in accrued interest which is included within accounts payable and accrued liabilities\nin the consolidated balance sheets, as of December 31, 2025, and 2024. The note is currently in default, and as such, the company has\nclassified the note in full in current liabilities.

\n\n

(5)

On\nNovember 13, 2023, iDoc issued a 10% original issue discount promissory note to an accredited investor with a principal balance of $22,000.\nNotes payable issued with a face value higher than the proceeds it receives are recognized with a debt discount which is amortized as\ninterest expense over the life of the underlying note payable. The promissory note matured on December 13, 2023, and is collateralized\nby all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon\nmaturity. Upon an event of default, the interest rate on the note shall increase to the greater of 26% per annum or the maximum rate\nallowed by the laws governing this agreement. The Company recognized $2,955 in interest at the default interest rate for the year ended\nDecember 31, 2024. The note was paid off during the year ended December 31, 2024.

\n\n

(6)

On\nJanuary 14, 2024, iDoc issued a note payable to a lender in the amount $16,200. The note payable has an 8% interest rate over the 180\nday loan term. The Company recorded $675 of interest expense on the loan for the year ended December 31, 2024. The note was paid off\nduring the year ended December 31, 2024.

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March\n2025 Convertible Note

On\nMarch 20, 2025, the Company entered into a Convertible Note Purchase Agreement (the “March 2025 SPA”) with an accredited\ninstitutional investor, pursuant to which the Company issued and sold a senior secured convertible promissory note in the principal amount\nof $108,696 (the “March 2025 Convertible Note”). The Company received $100,000 in initial proceeds, reflecting an 8% original\nissue discount. The March 2025 Convertible Note matures on December 20, 2025, and provides for a minimum interest amount guaranteed for\nthe first nine months, with interest accruing at 18% per annum and payable monthly in cash or common stock at the holder’s discretion.\nInterest in excess of the minimum amount (if applicable) will accrue at a rate of 18% per annum, increasing to 28% per annum upon the\noccurrence of an event of default. The minimum interest amount is payable in 9 equal instalments of $1,630 per month beginning on April\n20, 2025.

The\nMarch 2025 Convertible Note is convertible into shares of the Company’s common stock at any time after three months from issuance\n(or earlier upon prepayment) by the holder, at a conversion price equal to the greater of (i) $160.00 per share or (ii) the lower of (a)\nthe lowest average historical Nasdaq Official Closing Price (NOCP) for the five trading days immediately preceding the closing, or (b)\nthe NOCP on the day prior to closing, subject to reverse stock split adjustment and most-favoured nation protections. In addition, prior\nto a Qualified Financing, (as defined in the March 2025 Convertible Note), the holder may elect to convert at a price equal to the lower\nof the then-current conversion price or 75% of the effective price per share at which the Company issues common stock, options, or convertible\nsecurities to new investors in the Qualified Financing. The conversion price is subject to standard antidilution adjustments, including\nadjustments for stock splits, dividends, mergers, asset sales, volume resets, defaults, and down-round events. Conversion is subject\nto beneficial ownership and exchange cap limitations.

The\nMarch 2025 Convertible Note is prepayable at any time (unless an event of default has occurred) at 110% of the outstanding balance and\nis mandatorily prepayable upon the occurrence of a Qualified Financing (gross proceeds ≥ $2,000,000), with the redemption amount paid\nfrom the financing proceeds. The note is also mandatorily prepayable upon a change of control at 120% of the outstanding balance. The\nnote can be accelerated upon an event of default either automatically or at the option of the note holder, depending on the nature of\nthe event. Upon an uncured event of default, the holder may accelerate the note and require payment of 115% of the outstanding principal\nand accrued interest (Mandatory Default Amount), plus $5,000 in liquidated damages, and may convert the Mandatory Default Amount at a\nmore favourable “Alternative Conversion Price,” defined as the lower of the conversion price then in effect or the lowest\nVWAP during the ten trading days prior to the default.

The\nMarch 2025 Convertible Note is secured by substantially all of the Company’s assets and includes certain covenants which restrict\nthe Company’s ability to incur additional indebtedness, grant liens, pay dividends, or dispose of assets without the lender’s\nconsent.

On October 21, 2025, the Convertible\nnote consisting of principal amount of $108,696 and accrued interest of $44,017, with an aggregate amount of $152,713, was converted to\nan aggregate of 4,009 shares of the Company’s common stock at a conversion rate of $75.60 per share. The Company accounted for the\nconversion under the debt extinguishment model and recognized a loss on extinguishment of $150,340, reflecting the difference between\nthe carrying value of the note being converted and the fair value of the shares of common stock issued upon conversion (which was $303,053).

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Following\nthis transaction, the March 2025 Convertible Note was fully settled, and no principal remained outstanding as of December 31, 2025.

The interest expense recognized\non the March 2025 Convertible Note for the years ended December 31, 2025, and 2024, was $23,350 and $0, respectively. The company has\nalso a default interest of $20,668 for the year ended December 31, 2025. The Company recognized a change in fair value of $179,703 and\n$0 for the years ended December 31, 2025, and 2024 (See Note 15 – Fair Value Measurements).

March\n2025 Promissory Note

The\nMarch 2025 Promissory Note had an original maturity date of November 1, 2025, and provides for a minimum interest amount equal to 5%\nof the initial principal, fully earned and accrued on the original issue date, with interest accruing at 5% per annum and payable monthly\nin cash. Interest in excess of the minimum amount will accrue at a rate of 5% per annum, increasing to 24% per annum upon the occurrence\nof an event of default. The minimum interest amount is payable in 8 equal instalments of $2,315 per month beginning on April 20, 2025.

In connection with the second\nclosing under the Purchase Agreement and the March 2025 Promissory Note, the Company issued 1,250 shares of common shares to the investor\nas additional consideration for entering into the agreement. The shares were measured at fair value on the issuance date and were treated\nas debt issuance costs, which was expensed in the consolidated statement of operations and credited to stockholders’ equity (deficit).

On November 11, 2025, the Promissory\nnote consisting of principal of $555,555 and accrued interest of $56,323, with an aggregate amount of $611,878 was converted to an aggregate\nof 11,767 shares of the Company’s common stock at a conversion rate of $60.08 per share. The Company accounted for the conversion\nunder the debt extinguishment model and recognized a loss on extinguishment of $95,077 reflecting the difference between the carrying\nvalue of the note being converted and the fair value of the shares of common stock issued upon conversion (which was $706,955).

Following\nthis transaction, the March 2025 Promissory Note was fully settled, and no principal remained outstanding as of December 31, 2025.

The\ninterest expense recognized on the March 2025 Promissory Note for the years ended December 31, 2025, and 2024, was $202,512 and $0, respectively.

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April\n2025 Promissory Note

On\nApril 15, 2025, the Company issued an unsecured promissory note (the “April 2025 Promissory Note”) to an institutional investor\nwith a principal balance of $70,000. The April 2025 Promissory Note bears interest at a fixed rate of 12.00% per annum for term of six\nmonths, equivalent to 2% of the principal balance per month ($1,400 per month), with interest payments due on the 15th day of each month,\nbeginning May 15, 2025. Principal balance and outstanding interest are due and payable on October 15, 2025 (the “Maturity Date”).

The\nCompany recognized the May 2025 Convertible Note at fair value at $342,996 and recognized a loss of $126,125 on derecognition of the\noriginal April 2025 Promissory Note.

Refer\nto the note on May 2025 Convertible Note below.

May\n2025 Convertible Note

On\nMay 30, 2025, the Company issued the May 2025 Convertible Note pursuant to the Securities Purchase Agreement dated September 30, 2024.\nThe principal amount of the May 2025 Convertible Note is $216,871. The May 2025 Convertible Note combines the outstanding amount due\nunder the April 2025 Promissory Note, totalling $70,431, with an additional $146,440 of new funding to issue a single Convertible Promissory\nNote in the principal amount of $216,871. The note matures on November 1, 2025, and accrues interest at 5% per annum, payable monthly\nin cash. The note provides for a minimum interest amount equal to 5% of the initial principal, fully earned and accrued on the original\nissue date, and payable monthly and any remaining amount upon repayment. Upon an event of default, the interest rate increases to 24%\nper annum or the maximum rate permitted by law.

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The\nnote is prepayable at any time (unless an event of default has occurred) with advance notice and is mandatorily prepayable upon the occurrence\nof a subsequent offering, with the redemption amount paid from the financing proceeds. Before any prepayment can be made, the holder\nhas the option to convert the Note into common stock at a conversion price equal to the lowest trading Price of a share of the Company’s\ncommon stock at any time after the Original Issue Date, with respect to the prepayment amount. The note can be accelerated upon an event\nof default either automatically or at the option of the note holder, depending on the nature of the event. Upon an uncured event of default,\nthe Holder may accelerate the note and require immediate payment of all outstanding principal and accrued interest.

The\nMay 2025 Convertible Note states that the amount due and owing under the previously outstanding April 2025 Promissory Note is consolidated\nwith the new May 2025 Convertible Note under the terms and conditions set forth therein; this consolidation led to a modification and\nextinguishment of the original April 2025 Promissory Note, as disclosed separately. Refer to the note above, related to the April 2025\nPromissory Note for details.

The\nCompany elected to account for the May 2025 Convertible Note at fair value under the allowable fair value option election. As such, the\nCompany initially recognized the May 2025 Convertible Note at its fair value of $342,996 and will subsequently measure the note at fair\nvalue with changes in fair value recorded in current period earnings.

On\nSeptember 3, 2025, the May 2025 Convertible Note was amended, and the principal amount was increased by $62,500 which is payable on November\n1, 2025. As of the date of the consolidated financial statements, the note is unpaid and is currently in default.

As of December 31, 2025, the\nMay 2025 Convertible Note’s fair value was $361,821. The interest expense recognized on the May 2025 Promissory Note for the years\nended December 31, 2025, and 2024, was $17,341 and $0, respectively. The Company recognized a change in fair value of $61,016 and $0 for\nthe years ended December 31, 2025, and 2024 (See Note 15 – Fair Value Measurements).

September\n2025 promissory note

On\nSeptember 5, 2025, the Company entered into a Master Business Loan Agreement (the “MBLA”), whereby the investor agreed to,\nfor a period of up to three years, make advances to the Company (each, an “Advance”) in the aggregate amount of $2,500,001,\nupon the Company’s request and satisfaction of certain conditions.

On\nSeptember 5, 2025, the investor made an initial Advance of $525,000 (the “Initial Advance” or “September 2025 promissory\nnote”). Each additional Advance may not individually exceed $250,000 and may only be made at most every 90 days. The MBLA contains\ncustomary representations, warranties, and covenants for a transaction of this nature. During the term of the MBLA, the Company is prohibited\nfrom: (i) incurring any indebtedness (other than ordinary course trade debt), and (ii) paying any dividends or making distributions on\nthe Company’s equity interests. The MBLA provides for certain events of default that are typical for a transaction of this type,\nincluding, among other things, failure to make payment, default with respect to any other indebtedness of the Company, and any change\nin ownership of 50% or more of the equity interests of the Company. In connection with the Initial Advance, the Company issued a commercial\npromissory note to the investor (the “Initial MBLA Note”), which the Company is required to repay in 12 weekly payments of\n$7,500 each followed by 40 weekly payments of $15,862 each (for an aggregate total of $724,500).

The\nMBLA Note may be prepaid at any time by payment of an amount equal to the Initial Advance plus 3.167% of the Initial Advance for each\nmonth from the date of the advance to the date of payment (subject to a minimum of 20%). Upon an event of default under the MBLA, payment\nunder the Initial MBLA Note may be accelerated and a default fee equal to 10% of the outstanding balance will become due. The Initial\nMBLA Note, and any future notes issued pursuant to the MBLA, is secured by a junior lien on all assets of the Company and the validity\nand performance of which are guaranteed personally by Imo Aisiku (the Company’s CEO), Milton Chen (the Company’s former Co-CEO),\nand Jerry Leonard (the Company’s CFO). Mr. Aisiku also entered into a pledge agreement in favor of the investor whereby he pledged,\nas security for the payment and performance of all obligations of the Company under the MBLA, all shares of common stock and other equity\ninterests held by Mr. Aisiku in the Company.

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As of December 31, 2025, and\n2024, the outstanding balance on the September 2025 Promissory Note is $446,192 and $0, respectively. The interest expense recognized\non the September 2025 Promissory Note for the years ended December 31, 2025, and December 31, 2024, was $69,077 and $0, respectively.

October\nPromissory Note - 1

On\nOctober 9, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 1 Purchase Agreement”)\nwith an accredited institutional investor (the “October Promissory Note - 1 Investor”) pursuant to which the Company issued\nto the October Promissory Note - 1 Investor a secured note in the aggregate principal amount of $133,333 (the “10/9/25 Note”)\nfor a purchase price of $120,000. The October Promissory Note - 1 bears interest at the rate of 5% per annum, matures on May 8, 2026,\nand is secured by all assets of the Company. The October Promissory Note - 1 is not convertible and provides for certain events of default\nthat are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made\nby the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the October\nPromissory Note - 1, the interest rate will accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under\napplicable law. For as long as the October Promissory Note – 1 remains outstanding, the October Promissory Note - 1 Purchase Agreement:\n(1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide the 10/9/25 Investor\nwith any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) prohibits any\nexchange transaction involving the Company’s debt or securities.

On\nDecember 10, 2025, the October Promissory Note - 1 was entirely paid off by the Company. The interest expense recognized on the October\nPromissory Note - 1 for the years ended December 31, 2025, and December 31, 2024, was $20,000 and $0, respectively.

October\nPromissory Note - 2

On\nOctober 20, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 2 Purchase Agreement”)\nwith an accredited institutional investor (the “October Promissory Note - 2 Investor”) pursuant to which the Company issued\nto the October Promissory Note - 2 Investor a secured note in the aggregate principal amount of $133,333 (the “October Promissory\nNote - 2”) for a purchase price of $120,000. The October Promissory Note - 2 bears interest at the rate of 5% per annum and matures\non May 20, 2026. The October Promissory Note - 2 is not convertible and provides for certain events of default that are typical for a\ntransaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries.\nIn connection with any event of default that results in the acceleration of payment of the October Promissory Note - 2, the interest\nrate on the October Promissory Note - 2 Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted\nunder applicable law. For as long as the October Promissory Note - 2 remains outstanding, the October Promissory Note - 2 Purchase Agreement:\n(1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide the October Promissory\nNote - 2 Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and\n(3) prohibits any exchange transaction involving the Company’s debt or securities.

On December 10, 2025, the\nOctober Promissory Note - 2 was entirely paid off by the Company. The interest expense recognized on the October Promissory Note - 2 for\nthe years ended December 31, 2025, and December 31, 2024, was $20,000 and $0, respectively.

October\n2025 Convertible Note

On October 29, 2025, the Company\nentered into a convertible note purchase agreement (the “October 2025 Convertible Note Agreement”) with an accredited\ninstitutional investor (the “October 2025 Convertible Note Investor”), whereby the October 2025 Convertible Note Investor\npurchased a convertible promissory note in the initial principal amount of $217,391 (the “October 2025 Convertible Note”)\nand 625 shares of the Company’s common stock for an aggregate purchase price of $201,000. Pursuant to the October 2025 Convertible\nNote Agreement, until the later of (i) 12 months after execution of the October 2025 Convertible Note Agreement and (ii) the Company’s\nobligations under the October 2025 Convertible Note are no longer outstanding, the October 2025 Convertible Note Investor has the right,\nbut not the obligation, to purchase another convertible promissory note from the Company on the same terms and conditions as the October\n2025 Convertible Note. The October 2025 Convertible Note accrues interest at a rate of 18% per annum; provided that interest for the first\neight months accrues immediately and is guaranteed. Interest may be paid in cash or in common stock, as determined by the October 2025\nConvertible Note Investor, commencing on December 1, 2025, and the October 2025 Convertible Note matures on October 29, 2026. The Company\nmay prepay 100% of the outstanding balance of the October 2025 Convertible Note at any time the Company is not in default, provided that\nthe Company pays a prepayment fee equal to 10% of the outstanding balance. At any time after January 29, 2026, the October 2025 Convertible\nNote Investor may convert any portion of the outstanding balance of the October 2025 Convertible Note into common stock at a price equal\nto $38.40 per share, subject to adjustments for dilutive issuances, stock splits, defaults, and low volume of the common stock, as described\nfurther therein. The October 2025 Convertible Note may not be converted by the October 2025 Convertible Note Investor into shares of common\nstock if such conversion would result in the October 2025 Convertible Note Investor and its affiliates owning in excess of 9.99% of the\nnumber of shares of the common stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion\nof the October 2025 Convertible Note. The October 2025 Convertible Note contains standard and customary events of default and covenants,\nincluding that, for as long as the October 2025 Convertible Note remains outstanding: (1) the Company is prohibited from entering into\na variable rate transaction, (2) the Company is required to provide the October 2025 Convertible Note Investor with any more favorable\nterms granted to any future purchaser or holder of the Company’s debt or securities and (3) if the Company conducts a Qualified\nFinancing (as defined in the October 2025 Convertible Note), the Company must prepay the October 2025 Convertible Note out of proceeds\nfrom the Qualified Financing and/or the October 2025 Convertible Note Investor may convert October 2025 Convertible Note at the lower\nof the conversion price then in effect and 75% of the effective price at which the Company issues securities in the Qualified Financing.

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Line\nof credit

On\nNovember 29, 2021, iDoc received a revolving line of credit from the same bank that issued the $500,000 promissory note as described\nin the above “Description of Notes Payable” section. The line of credit is collateralized by iDoc’s assets. Interest\nwas payable monthly at 1.25% above the Wall Street Journal prime rate (6.75% and 7.50% at December 31, 2025, and 2024, respectively).\nOn November 1, 2023, iDoc entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective\ninterest rate to 3% above the Wall Street Journal Prime Rate (6.75% and 7.50% at December 31, 2025, and 2024, respectively) (See Note\n10 - Commitments and Contingencies).

On\nAugust 27, 2025, the Company revised the forbearance agreement and agreed to a payment of $50,000 on September 5, 2025 and a further\npayment of $100,000 on November 30, 2025. Pursuant to a subsequent settlement agreement, the Company paid $1,197,891 to the Bank on January\n15, 2026, in consideration of the release of certain judgment liens which included the remaining balance due on the forbearance agreement.\nAs of December 31, 2025, and 2024, the Company has accrued the obligation in line of credit and note payable, net of discount, and accrued\ninterest is included in accounts payable and accrued liabilities.

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the revolving\nline of credit. As of December 31, 2025, and 2024, the Company had an outstanding balance of $456,097 on the line of credit. The Company\nrecorded $60,246 and $23,697 in interest related to the line of credit for the years ended December 31, 2025 and December 31, 2024,\nrespectively. The accrued interest balance, which is included within accounts payable and accrued liabilities on the consolidated balance\nsheets, as of December 31, 2025, and 2024, was $0 and $52,190, respectively.

Loan\nConversions

On\nNovember 21, 2023, DHAC, VSee Lab, and/or iDoc, as applicable, entered into Securities Purchase Agreements (the “Conversion SPAs”),\ncertain of which were further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”) with various\nlenders of each of DHAC, VSee and iDoc, pursuant to which certain indebtedness owed by DHAC, VSee Lab and iDoc would be converted into\nshares of Series A Preferred Stock pursuant to the Conversion SPAs or shares of common stock of the Company pursuant to the A&R\nLoan Conversion SPAs at the closing of the Business Combination as further described and set forth below.

\n\n

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On\nNovember 21, 2023, DHAC and VSee Lab entered into a Conversion SPA with Whacky Ventures LLC (“Whacky”), pursuant\nto which certain loans incurred by VSee Lab to Whacky in the aggregate amount of $220,000 was converted into shares of Series A\nPreferred Stock to be issued to the investor at the closing. As a result of the closing of the Business Combination, 220 shares of Series\nA Preferred Stock of the Company were issued to Whacky on June 24, 2024, and such promissory note owned thereof was paid off.

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On\nNovember 1, 2023, DHAC and iDoc, entered into a Conversion SPA with Mark E. Munro Charitable Remainder Unitrust (“Munro Trust”) ,\npursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $300,000 was converted into shares of Series A\nPreferred Stock to be issued to the investor at the closing. As a result of the closing of the Business Combination, 300 shares of Series\nA Preferred Stock were issued to Munro Trust on June 24, 2024, and such promissory note owned thereof was paid off.

\n\n

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On November 21, 2023, and as further amended and restated on February\n13, 2024, DHAC, VSee Lab and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred\nby VSee Lab to the Bridge Investor in the aggregate amount of $600,000 was converted into shares of VSee Health common stock to be\nissued to the Bridge Investor at the Closing. As a result of the closing of the Business Combination, 3,750 shares of common stock were\nissued to the Bridge Investor on June 24, 2024, and such promissory note owned thereof was paid off.

●

On November 21, 2023, and as further amended and restated on February 13, 2024, DHAC, iDoc and Tidewater Ventures, LLC (“Tidewater”), entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 were converted into shares of VSee Health common stock to be issued to the Tidewater at the closing. As a result of the closing of the Business Combination, 3,656 shares of common stock were issued to Tidewater on June 24, 2024, and such promissory note owned thereof was paid off.

●

On November 21, 2023, and as further amended and restated on February 13, 2024, DHAC, iDoc and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 was converted into shares of VSee Health common stock to be issued to the Bridge Investor at the closing. As a result of the closing of the Business Combination, 3,750 shares of common stock were issued to the investor on June 24, 2024, and such promissory note owned thereof was paid off.

Exchange\nNote

For accounting purposes, it\nwas treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the Exchange Note due to the\nreverse merger with DHAC on June 24, 2024.

In connection with a securities\npurchase agreement by and among DHAC, VSee Lab, iDoc and an investor (the “Bridge Investor”) dated October 5, 2022 (the “Original\nBridge SPA”), DHAC, VSee Lab, and iDoc each issued to the Bridge Investor a 10% original issue discount senior secured convertible\nnotes (collectively the “Original Bridge Notes” and individually, the “DHAC Bridge Notes,” “VSee Bridge\nNotes” and “iDoc Bridge Notes” when referring to Original Bridge Notes issued to DHAC, VSee Lab, and iDoc, respectively)\nin an aggregate principal amount of approximately $2,222,222. On November 21, 2023, DHAC, VSee Lab, iDoc and the Bridge Investor entered\ninto an Exchange Agreement. Pursuant to the Exchange Agreement, the Bridge Investor agreed to exchange all amounts currently due and owing\nunder (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Bridge\nNote other than the principal amount of $600,000 thereof for a senior secured convertible promissory note with an aggregate principal\nvalue of $2,523,744 (the “Exchange Note”). As such, the Company issued and sold the Exchange Note to the Bridge Investor in\nconnection with the closing of the Business Combination on June 24, 2024. The transactions contemplated by the Exchange Agreement and\nthe Exchange Note is hereby referred as the “Exchange Financing.”

The monetary amount of the\nobligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule in the Exchange Note (each,\nan “Amortization Payment”). As a result, the Exchange Note represents a debt instrument that the Company must or may\nsettle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the Company, be made in\nwhole or in part, in immediately available Dollars equal to the sum of the Amortization Payments provided for in the Exchange Note or,\nsubject to the Company complying with the equity conditions provided for in the Exchange Note on the date of such Amortization Payment,\nin common stock issued at 95% of the lowest VWAP in the prior ten (10) trading days prior to such Amortization Payment\n(the “Amortization Conversion Price”) but in no event will common stock be used to make such Amortization Payment if the\nAmortization Conversion Price is less than $160.00.

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For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nExchange Note due to the reverse merger with DHAC on June 24, 2024.

As\na result of the Business Combination, the fair value of the Exchange Note on June 24, 2024, was $6,155,925 in accordance with\nASC 480.

On August 8, 2024, $566,740\noutstanding principal on the Exchange Note was converted into 2,672 shares of Common Stock, at a conversion price based on a 5% discount\nto the prior trading day VWAP. The Company accounted for the conversion under the debt extinguishment model and recognized a loss on extinguishment\nof $98,050, reflecting the difference between the carrying value of the Exchange Note being converted (recorded at fair value) and the\nfair value of the shares of common stock issued upon conversion (which was $664,790).

In October 2025, $1,219,516\nof outstanding principal with accrued interest expense of $34,959 on the Exchange Note was converted into 20,922 shares of common stock.\nThe Company accounted for the conversion as a change in fair value of $34,541 reflecting the difference between the carrying value of\nthe note being converted and the fair value of the shares of common stock issued upon conversion (which was $1,289,840).

Following\nthis transaction, the exchange note was fully settled, and no principal remained outstanding as of December 31, 2025.

As\nof December 31, 2025, and December 31, 2024, the Exchange Note’s fair value was $0 and $1,499,000. For the year ended December\n31, 2025, the Company recognized interest expense of $222,189, and a change in fair value of $18,651. For the year ended December 31,\n2024, the Company recognized a total Exchange Note interest expense of $55,861 and a change in fair value of $3,527,756 (See Note 15\n– Fair Value Measurements).

Additional\nBridge Financing

For accounting purposes, it\nwas treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed that certain Additional Bridge\nNotes due to the reverse merger with DHAC on June 24, 2024.

On November 21, 2023, DHAC,\nVSee Lab and iDoc entered into an amendment to the Original Bridge SPA (the “Bridge Amendment”), pursuant to which the Bridge\nInvestor agreed to purchase additional promissory note in the aggregate principal amount of $166,667 (with an aggregate subscription amount\nof $150,000) from DHAC with (1) a $111,111 note purchased on November 21, 2023, which will mature on May 21, 2025 and (2) a $55,556 note\n(which was purchased on January 25, 2024 and will mature on July 25, 2025) (the “Additional Bridge Notes”). The Additional\nBridge Notes bear guaranteed interest at a rate of 8% per annum and are convertible into shares of the Company’s common\nstock, at an initial fixed conversion price of $800.00 per share. The conversion price of the Additional Bridge Notes is subject\nto reset if the Company’s common stock trades below $800.00 on the 10th business day after the conversion shares are registered\nor may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest\nVWAP of the Company’s common stock in the 10 trading days prior to the measurement date and (y) $160.00. In addition,\noptional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the\nguaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24%\nper annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. As of December 31,\n2024, $150,000 pursuant to the Additional Bridge Notes has been funded to the Company. The transactions contemplated by the Bridge Amendment\nand the Additional Bridge Notes are hereby referred as the “Additional Bridge Financing.”

The monetary amount of the\nobligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule in the Additional Bridge\nNotes (each, an “Amortization Payment”). As a result, the Additional Bridge Note represents a debt instrument that the\nCompany must or may settle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the\nCompany, be made in whole or in part, in immediately available Dollars equal to the sum of the Amortization Payment provided for in in\nthe Additional Bridge Notes, or, subject to the Company complying with the equity conditions listed in the Additional Bridge Notes on\nthe date of such Amortization Payment, in common stock issued at 95% of the lowest VWAP in the prior ten (10) trading days\nprior to such Amortization Payment (the “Amortization Conversion Price”) but in no event shall common stock be used to make\nsuch Amortization Payment if the Amortization Conversion Price is less than $160.00.

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The\nAdditional Bridge Note represents share-settled debt that requires or may require the Company to settle the debt instrument by delivering\na variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest.\nAs a result, the Additional Bridge Notes are required to be accounted for as a liability under ASC 480. As required under ASC 480, the\nliability will be re-measured at fair value at each reporting period with the changes in the fair value of the liability recognized in\nearnings.

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nAdditional Bridge Notes due to the reverse merger with DHAC on June 24, 2024.

As\na result of the Business Combination, the fair value of the Additional Bridge Notes on June 24, 2024, was $466,646 in accordance\nwith ASC 480.

On August 2, 2024, holders\nof the Additional Bridge Notes converted an aggregate $41,417 of outstanding principal into 177 shares of common stock, at a conversion\nprice based on a 5% discount to the prior trading day VWAP. The Company accounted for the conversion under the debt extinguishment model\nand recognized a loss on extinguishment of $18,928, reflecting the difference between the carrying value of the Additional Bridge Notes\nbeing converted (recorded at fair value) and the fair value of the shares of common stock issued upon conversion (which was $60,346).

On November 26, 2024, the\nremaining $92,593 of outstanding principal on the Additional Bridge Notes were converted into 582 shares of common stock and the Additional\nBridge Notes were settled in full. The Additional Bridge Notes converted on this date had a fair value of $99,535.

The\nCompany recognized a total Additional Bridge Notes interest expense of $42,666 for the year ended December 31, 2024, and a change in\nfair value of $273,549 for the year ended December 31, 2024 (see further Note 16 Fair Value Measurements). The cash repayments of the\nnote totaled $41,667 for the year ended December 31, 2024.

Extension\nNote

For accounting purposes, it\nwas treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed Extension Note due to the reverse\nmerger with DHAC on June 24, 2024. The Extension Note was paid off in full by the Company in June 2024 and is no longer outstanding as\nof December 31, 2024.

On May 5, 2023, DHAC\nentered into a securities purchase agreement (the “Extension Purchase Agreement”) with an institutional investor (the “Holder”).\nPursuant to the Extension Purchase Agreement, the Company issued the holder a 16.67% original issue discount promissory note, in\nfavor of the Holder, in the aggregate principal amount of $300,000 (the “Extension Note”). The Extension Note bears\nguaranteed interest at a rate of 10% per annum and was due and payable on May 5, 2024. On April 17, 2024, the Company and\nthe investor entered into a letter agreement (the “Extension Letter Agreement”), which amended the maturity date of the Extension\nNote to March 31, 2025, and clarified certain definitions and transaction terms in both the Extension Purchase Agreement and\nthe Extension Note. The Extension Note is also guaranteed by each of VSee Lab and iDoc and was subordinated to the security interests\ngranted to the Bridge Investor. In connection with the Extension Purchase Agreement, on May 5, 2023, DHAC also issued to the holder (i) warrants\nwith an exercise period of five years to purchase up to 326 shares of the common stock at an exercise price of\n$920.00 per share (the “Extension Warrants”), and (ii) 88 shares of DHAC common stock as commitment shares\n(the “Extension Shares”).

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed certain\nExtension Note due to the reverse merger with DHAC on June 24, 2024. The Extension Note was paid off in full by the Company in June 2024\nand was no longer outstanding as of December 31, 2025.

The\nCompany reviewed the Extension Warrants and Extension Shares issued in connection with the Extension Purchase Agreement under ASC 815\nand concluded that the Extension Warrants are not in scope of ASC 480 and are not subject to the Derivative guidance under ASC 815. The\nExtension Warrants and the Extension Shares should be recorded as equity. As such the principal value of the Extension Note was\nallocated using the relative fair value basis of all three instruments. As the Extension Warrants were issued with various instruments\nthe purchase price needs to be allocated using the relative fair value method (i.e., warrant at its fair value and the common stock at\nits fair value, the promissory note at its principal value allocated using the relative fair value of the proceeds received and applied\nproportionally to the equity classified stock, warrants and promissory note).

The\nCompany reviewed the contingent early repayment option granted in the Extension Note under ASC 815 and concluded that as a result\nof the significant discount granted in the note the contingent repayment provision is therefore considered an embedded derivative that\nshould be bifurcated from the debt host. Accordingly, in accordance with ASC 470-20, the Company allocated the Extension Note proceeds\nbetween the Extension Note and the Bifurcated Derivative, using the residual method by allocating the principal first to fair value\nof the embedded derivative and then to the debt. Accordingly, the fair value of the embedded derivative at June 24, 2024, was $33,000 and\n$335,750 was allocated to the principal balance of the note with $30,000 of accrued interest for a total of $365,750. On June 30,\n2024, the Company paid the Extension Note in full in the amount of $365,750 and derecognized the embedded derivative recognizing a change\nin the fair value of the derivative of $33,000.

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Quantum\nFinancing Purchase Agreement

On April 4, 2025, the Company\nissued 6 shares of its common stock to the Quantum investor at par value of $0.0001 per share.

On August 28, 2025, the Company\nagreed to issue 6,250 shares of its common stock, to the Quantum investor as consideration for facilitating emergency funding to support\nthe Company. On October 28, 2025, the Company issued the 6,250 shares of its common stock to the Quantum investor in satisfaction of its\npreviously recorded obligation.

On\nAugust 28, 2025, the Company and the Quantum Investor agreed to modify certain terms of the Quantum Convertible Note. The modifications\nincluded the increase in the aggregate principal amount of the note from $3,000,000 to $3,380,000 and interest on outstanding principal\nbalance shall increase to an annual rate of 22% upon an Event of Default for so long as it remains uncured.

In October 2025, the Promissory\nnote consisting of $3,000,000 of principal and $1,196,203 of accrued interest, with an aggregate amount of $4,196,203 was converted to\nan aggregate of 55,000 shares of the Company’s common stock. The Company accounted for the conversion as a change in fair value\nof $739,797 reflecting the difference between the carrying value of the note being converted and the fair value of the shares of common\nstock issued upon conversion (which was $4,936,550).

As of December 31, 2025, and\nDecember 31, 2024, the Quantum Convertible Note’s fair value was $351,307 and $3,248,000, respectively. The Company recognized interest\nexpense of $1,197,203 for the years ended December 31, 2025, and a change in fair value of $462,654. The Company recognized interest expense\nof $185,671 for the year ended December 31, 2024 and a change in fair value of $1,370,234 for the year ended December 31, 2024 (See Note\n15 Fair Value Measurements).

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ELOC\n/ Equity Financing

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nELOC Agreement due to the reverse merger with DHAC and iDoc on June 24, 2024.

On\nNovember 21, 2023, DHAC entered into the ELOC Agreement with the Bridge Investor pursuant to which DHAC may sell and issue to the\nBridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the\nCompany’s common stock, from time to time over a 36 month period (the “Equity Purchase Commitment Period”)\nbeginning from the sixth (6th) trading day following the closing of the Business Combination transaction (the “Equity Purchase\nEffective Day”), provided that certain conditions are met. The Company also agreed to file a resale registration statement to register\nshares of common stock to be purchased under the ELOC Agreement with the SEC within 45 days following the Equity Purchase\nEffective Day and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of\nsuch filing. During the Equity Purchase Commitment Period, the Company may suspend the use of the resale registration statement to (i) delay\nthe disclosure of material non-public information concerning the Company in good faith or (ii) amend the registration statement\nconcerning material information, by providing written notice to the investor. Such suspension cannot be longer than 90 consecutive days\n(or 120 days in any calendar year). The investor has agreed not to cause or engage in any manner whatsoever, any direct\nor indirect short selling or hedging of the Company’s common stock. The deferred charge will be allocated and amortized over the\nELOC Agreement once it is drawn upon.

In\nconnection with the Bridge Investor’s commitment to enter into the ELOC transaction, pursuant to the ELOC Purchase Agreement, the\nCompany agreed to issue a convertible note in a principal amount of $500,000 on the date that is six business days after the business\ncombination. The business combination closed on June 24, 2024, therefore the commitment fee was no longer contingent, and the Company\naccrued a $500,000 commitment fee payable as of June 24, 2024. On July 2, 2024, the Company issued the $500,000 convertible note to the\nBridge Investor (see “ELOC Commitment Fee Note” below). The $500,000 commitment fee was expensed during the year ended December\n31, 2024.

The\nCompany has analysed the ELOC Agreement and determined that the contract should be recorded as a liability under ASC 815 and measured\nat fair value. As a result of the ASC 815 liability classification, the Company is required to re-measure the liability at fair value\nat each reporting period until the liability is settled.

The Company has determined\nthat the fair value of the ELOC Agreement is based upon management’s expected usage of the facility. The contract provides no scenario\nin which the Company may exercise the contract at above market rates (i.e., sell shares at a price above which the shares are currently\ntrading in the active market except that when the Company’s per share stock price drops below $160.00, the Bridge Investor has the\ndiscretion to decide whether to purchase the Company’s common stock under the ELOC Agreement at a floor price of $160.00 per share).\nFurthermore, the choice to exercise the ELOC Agreement is solely at the discretion of the Company (i.e., does not obligate the Company\nin any manner). Additionally, the ELOC Agreement does not impose a fee or fine if the Company chooses not to exercise the contract.

As\na result of the Business Combination, the fair value of the ELOC Agreement on June 24, 2024, was $694,512 in accordance with ASC 815.

During the year ended December\n31, 2024, pursuant to the ELOC Agreement and the Company’s purchase notices thereof, the Bridge Investor purchased an aggregate\nof 4,750 shares of common stock for $760,000 in total proceeds. The maximum remaining availability under the ELOC Agreement was $49,240,000\nas of December 31, 2024. The Company did not issue any shares during the year ended December 31, 2025.

On March 20, 2025, the Company\nentered into Amendment No. 1 to the ELOC Agreement, originally dated November 21, 2023, which modifies the floor price to $100.00 and\nrelated terms of the ELOC Agreement. In accordance with ASC 815, the amendment requires remeasurement of the ELOC Agreement derivative\nliability at fair value as of the amendment date. Any resulting change in fair value is recognized in earnings for the period.

The\nELOC Agreement continues to be treated as a liability measured at fair value, with ongoing remeasurement at each reporting date until\nsettlement. The amendment does not introduce any new obligations or penalties for non-usage.

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On\nOctober 18, 2025, the Company terminated the Equity Purchase Agreement, originally dated November 21, 2023. Upon termination, no further\nshares may be sold under the ELOC Agreement, and the Company has no remaining obligations under the Equity Purchase Agreement. In accordance\nwith ASC 815, the termination represents a settlement event, and as such the Company has written off the ELOC liability through earnings\nas of the termination date. The Company recorded a gain on extinguishment of the ELOC liability amounting to $42,394.

The\nfair value of the equity contract was $80,000 as of December 31, 2024. As a result of the Company’s termination of the ELOC Agreement\non October 18, 2025, the fair value of the equity contract was reduced to $0 as of the termination date resulting in a change in fair\nvalue of the ELOC of $37,606 during the year ended December 31, 2025. There was a change in fair value of $614,512 for the year ended\nDecember 31, 2024. (See Note 15 Fair Value Measurements).

ELOC\nCommitment Fee Note

On November 21, 2023,\nDHAC entered into the “ELOC Purchase Agreement” with the Bridge Investor. Pursuant to the ELOC Purchase Agreement, DHAC agreed\nto issue to the investor, as a commitment fee for this equity purchase transaction, a senior unsecured note in a principal amount of $500,000 that\nis payable only in shares of the Company’s Common Stock at an initial price of $800.00 per share (the “ELOC Commitment\nFee Note”) after the closing of the business combination.

On\nJuly 2, 2024, the Company issued to the Bridge Investor the “ELOC Commitment Fee Note”. The original maturity date of the\nELOC Commitment Fee Note was September 22, 2024. The conversion right is exercisable by the Bridge Investor at any time after issuance\nand includes certain standard antidilution adjustments. Upon the occurrence of an event of default, the Bridge Investor may require repayment\nin cash or in shares at its discretion, in an amount representing the greater of the outstanding principal balance and any accrued unpaid\nfees, or the value of the conversion shares issuable multiplied by the highest closing price for the Company’s common stock during\nthe period from the event of default to conversion.

The\nCompany elected to account for the ELOC Commitment Fee Note at fair value under the fair value option and estimated its fair value to\nbe $595,000 at issuance. As the related ELOC Agreement is classified as a liability, the Company expensed the issuance cost based on\nits $595,000 fair value, which is included in loss on issuance of financial instruments in the consolidated statement of operations for\nthe year ended December 31, 2024.

On\nSeptember 30, 2024, the Company and the Bridge Investor mutually agreed to extend the maturity date of the ELOC Commitment Fee Note from\nSeptember 23, 2024, to December 31, 2024. The Company accounted for the extension of the maturity date as an extinguishment. The Company\nrecorded a gain on extinguishment of $5,000 during the year ended December 31, 2024, in relation to this extension.

In December 2024, the Bridge\nInvestor fully converted this note into 625 shares of common stock. The fair value of the ELOC Commitment Fee Note was $79,500 just prior\nto conversion. The Company recorded a total gain on change in fair value of $510,500 for the ELOC Commitment Fee Note for the year ended\nDecember 31, 2024.

September\n2024 Security Purchase Agreement

On\nSeptember 30, 2024, the Company entered into a securities purchase agreement (the “September 2024 SPA”) with an accredited\nand institutional investor, pursuant to which the Company issued and sold to the investor promissory notes for an aggregate principal\namount of $2,222,222 (the “September 2024 Convertible Note”). The Company received $2,000,000 in initial proceeds from the\nSeptember 2024 Convertible Note, reflecting a 10% original issue discount. The September 2024 Convertible Note had an original maturity\ndate of March 30, 2026, and provides for a minimum interest amount at 15% of the initial principal amount of the note through maturity,\nor $333,333. Interest in excess of the minimum interest amount (if applicable) will accrue at a rate of 10% per annum. The interest rate\non the September 2024 Convertible Note will increase to 24% per annum upon the occurrence of an event of default. The minimum interest\namount is payable in 18 equal instalments of $18,519 per month beginning on November 1, 2024. Repayments of principal will be paid in\n12 equal instalments of $185,185 per month beginning on May 1, 2025. Any repayments of principal that are not funded through draws on\nthe ELOC Agreement are subject to a 5% cash payment fee.

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In connection with the September\n2024 SPA and Convertible Note, the Company also issued a warrant to the investor to purchase up to 9,259 shares of the Company’s\ncommon stock. The warrant exercise price is $180.00 per share (exercisable on a cash or cashless basis) and will expire on September 30,\n2029. The exercise price includes standard antidilution adjustments as well as adjustment in the event the Company sells or issues shares\nof common stock at a price less than the exercise price (a down-round event). The Company assessed the warrant as a freestanding financial\ninstrument and determined it did not include any provisions which would require liability classification under ASC 480, and that it met\nthe requirements to be considered indexed to the Company’s own stock and the additional equity classification requirements under\nASC 815-40. As such, the Company classified the warrant in stockholders’ equity (deficit) upon its issuance. In addition, upon execution\nof September 2024 SPA, the Company issued 1,250 shares of common stock to the investor as additional consideration for entering into the\nSeptember 2024 SPA and related agreements, which were also classified in stockholders’ (deficit) equity upon issuance.

During\nthe year ended December 31, 2024, the Company incurred approximately $95,000 of issuance costs in connection with the September 2024\nSPA transaction.

In October 2025, outstanding\nprincipal of $2,222,222 and accrued interest of $555,815 on the September 2024 convertible note was converted into 46,234 shares of common\nstock at conversion rates between $56.00 and $110.40.

Following\nthis transaction, the September 2024 convertible note was fully settled, and no principal remained outstanding as of December 31, 2025.\nThe Company accounted for the conversion as a change in fair value of $958,791 reflecting the difference between the carrying value of\nthe note being converted and the fair value of the shares of common stock issued upon conversion (which was $3,732,827).

As\nof December 31, 2025, and 2024, the September Note’s fair value was $0 and $2,094,000 respectively. The Company recognized interest\nexpense of $629,592 and a total change in fair value of $1,087,013 for the year ended December 31, 2025. The Company recognized a total\nchange in fair value of $132,889 for the year ended December 31, 2024 (See Note 15 Fair Value Measurements).

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Underwriters’\nAgreement

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed liabilities\nunder an underwriting agreement between DHAC and Alliance Global Partners (“A.G.P.”) dated November 3, 2021 (the “Underwriting\nAgreement”) due to the reverse merger with DHAC and iDoc on June 24, 2024.

In connection with the $4,370,000 deferred\nunderwriting fee payable to A.G.P. under the Underwriting Agreement, on November 3, 2022 and as further amended on November 21, 2023,\nDHAC executed a Securities Purchase Agreement (as amended) with A.G.P. (the “A.G.P. Securities Purchase Agreement”). Pursuant\nto the A.G.P. Securities Purchase Agreement, the Company issued 4,370 shares of Series A Preferred Stock to A.G.P. upon the\nClosing of the Business Combination. As such, the Company’s obligation under the Underwriting Agreement was performed and the fees\npayable to A.G.P. under the Underwriting Agreement were settled in full on June 24, 2024. The Certificate of Designation of the Series A\nPreferred Stock establishes the terms and conditions of the Series A Preferred Stock (see further Note 12 Equity).

Simple\nAgreement for Future Equity

On\nAugust 1, 2023, VSee Lab entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $135,000.\nThe SAFE is considered a mandatorily redeemable financial instrument under ASC 480-10-15-8. Per section 1 (a) of the SAFE, “If\nthere is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically\nconvert into the greater of (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest\nprice per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount\ndivided by the Safe Price”. The fixed monetary amount known at inception (i.e., “Purchase Amount” of $135,000) embodies\nan obligation that the issuer must or may settle by issuing a variable number of shares, based on the safe price which is defined as\n“Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.”\nSince the capitalization can change through the termination events, the shares to be issued can vary. The SAFE may require the issuer\nto redeem the instrument for cash upon a change of control. The SAFE is classified and recorded as a liability under ASC 480-10-25-8\nbecause a change of control is an event that is considered not under the sole control of the issuer.

At the closing of the Business\nCombination on June 24, 2024, VSee Lab converted the obligation under the SAFE Agreement valued at $135,000 into shares of VSee Lab,\nwhich were then exchanged for 161 shares of the Company’s Common Stock valued at the closing price of $968.80 for\ntotal value of $155,565.

Encompass\nPurchase Liability

As\na result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the principal\nbalance on an acquisition purchase. On January 1, 2022, iDoc acquired 100% of Encompass Healthcare Billing, LLC. (“Encompass”)\nwith a stock purchase agreement to acquire the equity interests of Encompass, according to the acquisition agreement (“Encompass\nAcquisition Agreement”). Per the Encompass Acquisition Agreement, iDoc acquired all the outstanding shares of Encompass for a cash\npayment of $300,000, due upon the closing of the Business Combination. On January 9, 2023, iDoc agreed to an additional obligation of\n$45,000, which was accounted for as interest expense and reflected in accounts payable and accrued liabilities as of December 31, 2024.

Subsequent\nto the balance sheet date, on February 16, 2026, the Company entered into a settlement agreement to fully settle the Encompass Purchase\nliability for an aggregate amount of $650,000. The settlement consists of (i) a cash payment of $50,000, (ii) issuance of Company shares\nwith an aggregate fair value of $400,000, and (iii) assignment of a loan liability of $200,000. The Company determined that this settlement\nrepresents an adjusting subsequent event, as it provides additional evidence about conditions that existed as of the balance sheet date,\nand accordingly, the consolidated financial statements have been adjusted to reflect the settlement.

As\nof December 31, 2025, and December 31, 2024, the value of purchase liability related to the Encompass Acquisition agreement was $650,000,\nand $263,918, respectively.

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Note\n9 Related Party

Related\nParty Transactions by VSee Labs

Notwithstanding\nthe legal form of the business combination pursuant to the Business Combination Agreement, since the Business Combination was accounted\nfor as a reverse recapitalization between VSee Lab and DHAC, and VSee lab as the accounting acquirer and iDoc as the accounting acquiree\nand the historical comparative financial information prior to June 24, 2024 as presented in this quarterly report is that of VSee Lab,\nthe following related party transactions incurred by VSee Lab were reported hereby.

(1)

During the year ended December 31, 2022, employees subscribed $127,710 of cash for shares in VSee Lab representing 597,000 common stock shares in VSee Lab. As a result of the closing of the Business Combination, the shares were issued to the subscribing employees for total 2,993 shares of common stock in VSee Health, Inc. and as such the payable was reclassified to equity in additional paid in capital as shares were issued. In addition, $210,796 of the related party payable was eliminated at consolidation between iDoc and VSee Lab. The balance due to the related party as of December 31, 2025, and December 31, 2024, was $51,900 and $51,900, respectively.

\n\n

(2)

During\nthe year ended December 31, 2022, VSee Lab received a loan of $110,000 from the then CEO, Milton Chen, for advanced cash and\npaid operating expenses incurred by VSee Lab. On March 29, 2023, VSee Lab revised the terms of the loan to a 10.00% original issue\ndiscount promissory note with a principal balance of $121,000 from Mr. Milton Chen for advanced cash and paid operating expenses on behalf\nof VSee Lab. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized\nas interest expense via effective interest method over the life of the underlying note payable. The promissory note matured on June 27,\n2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has\na default interest rate of 26% from the default date. As of December 31, 2025, and 2024, the related party promissory note net of unamortized\ndebt discount was $121,000. The Company (as the successor of VSee Lab for accounting purposes) recognized $31,460 in interest expense\nfor each of the years ended December 31, 2025, and 2024. The Company (as the successor of VSee Lab for accounting purposes) had $80,850,\nand $49,390 in accrued interest as of December 31, 2025, and 2024, respectively, which is included within accounts payable and accrued\nliabilities on the consolidated balance sheets.

\n\n

(3)

On\nMarch 29, 2023, VSee Lab received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the\nthen CEO, Milton Chen, for advanced cash and paid operating expenses on behalf of VSee Lab. Notes payable issued with a face value\nhigher than the proceeds received are recognized as a debt discount and amortized via effective interest method as interest expense over\nthe life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual\nfixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date.\nAs of December 31, 2025, and December 31, 2024, the related party promissory note net of unamortized debt discount was $132,000. The\nCompany (as the successor of VSee Lab for accounting purposes) recognized $34,320 in interest expense for each of the years ended December\n31, 2025, and 2024. The Company (as the successor of VSee Lab for accounting purposes) had $89,760 and $55,440 in accrued interest as\nof December 31, 2025, and 2024, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance\nsheets.

(4)

On December 26, 2023, VSee Lab received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the then CEO, Milton Chen, for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized via effective interest method as interest expense over the life of the underlying note payable. The promissory note matured on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2025, and December 31, 2024, the related party promissory note was $70,000. The Company (as the successor of VSee Lab for accounting purposes) recognized $20,020 and $24,325 in interest expense for the years ended December 31, 2025, and 2024, respectively. The Company (as the successor of VSee Lab for accounting purposes) had $37,345, and $17,325 in accrued interest as of December 31, 2025, and 2024, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets.

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Related\nParty Transactions by iDoc

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nfollowing related party transactions incurred by iDoc due to acquisition of iDoc on June 24, 2024 (See Note 3 – Business Combination).

\n\n

(1)

A\nrelated party balance due from the then CEO of iDoc, Imoigele Aisiku, for cash transferred through a company controlled by him. The balance\ndue from the related party on December 31, 2025, and December 31, 2024, was $304,614, and $531,656, respectively. The transactions and\namounts are unsecured and non-interest-bearing and are not necessarily what third parties would agree to.

\n\n

(2)

A\nnote receivable that was issued and sold on September 1, 2022, from iDoc to the then CEO of iDoc, Imoigele Aisiku, with a principal balance\nof $336,000. During the year ended December 31, 2024, the related party note receivable was written off by the Company and no further\nbalance remaining outstanding. The Company recognized a loss of $245,500 upon the write-off of the related party note receivable\nbalance, which was included in the provision for credit losses for the year ended December 31, 2024. No interest was recognized for the\nyear ended December 31, 2024

\n\n

(3)

iDoc\nissued a promissory note on May 15, 2023, with a principal balance of $200,000 from a board member (“Holder”). The note\nbears no interest and matures on May 15, 2026. iDoc shall use the funds solely for the purchase of telepresence robots. The Holder\nhas security rights to eight (8) telepresence robots, from the 13^thto 20^th, that iDoc deployed. iDoc is required\nto make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on the eight telepresence robots\nfrom the twelfth through the twentieth deployment of the telepresence robots. As of December 31, 2025, and December 31, 2024, the related\nparty promissory note was $141,651, including a fair value adjustment of $58,349. The loan is included in the Related Party Loan Payable\ndisclosure on the consolidated balance sheets. No interest is recognized for the year ending December 31, 2025 and 2024.

\n\n

(4)

On\nMarch 28, 2024, iDoc issued and sold a secured convertible promissory note in the principal amount of $224,000 (the “Note”)\nto Mr. David L. Wickersham who became a member of the Company’s board of directors on July 17, 2024. Interest is accrued at $2,000\nper month. The Note was fully satisfied and paid off by the issuance of 1,425 shares of the Company common stock to Mr. Wickersham\non the maturity date of June 30, 2024.

Related\nParty Transactions by DHAC

For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nfollowing related party transactions incurred by DHAC due to the reverse merger with DHAC on June 24, 2024 (See Note 12 – Equity).

\n\n

(1)

On\nOctober 24, 2022, DHAC issued and sold an unsecured promissory note in the aggregate principal amount of $350,000 to Digital Health Sponsor,\nLLC, the sponsor of DHAC (“Sponsor”) On November 21, 2023, DHAC entered into a Conversion SPA with the Sponsor, pursuant\nto which the loans in aggregate amount of $350,000 would be converted into Series A Preferred Shares at the Closing of the Business Combination.\nThe Company paid off this promissory note by issuing 350 shares of Series A Preferred Stocks to the Sponsor at the Closing.

\n\n

(2)

On\nFebruary 2, 2023, SCS Capital Partners LLC, a Sponsor affiliate issued a $250,000 interest-free loan to DHAC for Nasdaq fee payment and\nlitigation expense, and on August 17, 2023, such loan was amended and restated to include an additional $315,000 interest-free loan to\nDHAC for operating expenses, making the aggregate principal amount to be $565,000. On May 5, 2023, SCS Capital Partners, LLC issued another\n$200,000 loan to DHAC for operating expenses. The related note bears interest of 10% and would mature on May 5, 2024. On November 21,\n2023, DHAC entered into a Conversion SPA with SCS Capital Partners LLC, pursuant to which the loans in aggregate amount of $765,000 will\nbe converted into Series A Preferred Shares at the Closing of the Business Combination. The Company paid off this promissory note by\nissuing 765 shares of Series A Preferred Stocks to SCS Capital Partners LLC at the Closing.

\n\n

(3)

SCS,\nLLC, as the administrator of DHAC, incurred monthly office management and other operating expenses since the inception of DHAC. As of\nNovember 21, 2023, a total of $153,000 office expense was incurred. On November 21, 2023, DHAC entered into a Conversion SPA with SCS,\nLLC, pursuant to which the outstanding office expenses in aggregate amount of $153,000 will be converted into Series A Preferred Shares\nat the Closing of the Business Combination. The Company paid off this outstanding office expense by issuing 153 shares of Series A Preferred\nStocks to SCS, LLC at the Closing.

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\n\n

(4)

On\nNovember 21, 2023, DHAC entered into a convertible note purchase agreement, pursuant to which an institutional and accredited investor,\nthe Quantum Investor, subscribed for and purchased, and the Company issued and sold to the Quantum Investor, after the Closing of the\nBusiness Combination on June 25, 2024 and as further amended on July 3, 2024, a 7% original issue discount convertible promissory\nnote, the Quantum Convertible Note, in the aggregate principal amount of $3,000,000. SCS Capital Partners LLC, a Sponsor affiliate,\nowns approximately 40.74% of the Quantum Investor. As of December 31, 2025, and December 31, 2024, the full principal\namount of the Quantum Convertible Note plus interest accrued thereof remains due and payable.

\n\n

(5)

On\nJune 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC (“SCS”), who is an affiliate of our Sponsor,\npursuant to which we shall pay SCS $12,500 per month for business consulting services and $2,500 per month for access to remote office\nspace in Boca Raton, Florida. In addition, the Consulting Services Agreement calls for the issuance of $25,000 worth of shares of common\nstock at issuance and an additional $25,000 worth of common stock on or about each of the Company’s filings on Form 10-K or Form\n10-Q. The agreement shall continue for twelve (12) months and shall automatically continue on a six-month term basis thereafter unless\nterminated by either party. During the year ended December 31, 2024, the Company made cash payments totalling $90,000 to SCS, representing\nconsulting service provided to the Company. In addition, the Company issued 31 shares of common stock to SCS with a fair value of\n$25,000 and recognized total consulting expense of $62,500 related to the stock-based compensation for the year ended December 31, 2024.\nDuring the year ended December 31, 2025, the Company has accrued the remaining $37,500 payable to SCS related to the future common stock\nissuances. During the year ended December 31, 2025, the Company has accrued an amount of $100,000 related to the future common stock\nissuances.

(6)

On June 24, 2024, DHAC owed the Sponsor and certain Sponsor affiliates $504,659 in advance to cover working capital needs, which were non-interest bearing due on demand. On June 25, 2024, $47,800 of such advances were repaid in cash. On November 8, 2024, the Sponsor affiliate, SCS and the Company executed a securities purchase agreement whereby certain working capital funds advanced by SCS in the aggregate amount of $405,000 as of December 31, 2024 were converted into 2,531 shares of Common Stock. The Company determined that the partial settlement of the working capital advances represented a troubled debt restructuring, as the Company determined it was experiencing financial difficulties, and the lender granted a concession through the exchange for shares of Common Stock. Under the troubled debt restructuring accounting, the Company reduced the carrying amount of the working capital funds advances by the fair value of the shares of Common Stock issued ($261,225) and then compared the future undiscounted cash flows associated with the working capital advances to the carrying value. The Company determined an additional $143,775 reduction in the carrying value was necessary to equate it to the future undiscounted cash flows, representing a gain on restructuring. As SCS is a related party to the Company, the restructuring gain was treated as a capital transaction and recorded to additional paid in capital along with the fair value of the shares of common stock issued in the settlement.

As of December 31, 2025, and 2024, $51,900 of advances due to the Sponsor and certain Sponsor affiliates remain due and payable. The Sponsor has no further obligation to fund working capital needs.

(7)

On December 13, 2024, the Company\nissued 625 shares to Dominion Capital to settle the ELOC Commitment Fee Note upon conversion. After the transfer of the shares, Dominion\nCapital owned a total of 7,500 shares of the Company as of December 31, 2024.

On November 13, 2025, the Company entered into a new ELOC agreement for $25,000,000 and rendered the former ELOC agreement ineffective. The current ELOC is pending SEC approval to become effective upon the Company successfully filing a S-1 registration with the 2025 audited financial statements.

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Note\n10 Commitments and Contingencies

Litigation

On\nJuly 25, 2024, the Company was notified of a lawsuit filed against it. The plaintiffs’ claims arose out of an alleged breach of\ncontract and unjust enrichment. The plaintiffs are seeking payment under the promissory notes, payments related to the breach of the\nEncompass Acquisition Agreement, prejudgment and post judgment interest, and reasonable attorneys’ fees. In response\nto this lawsuit, the Company, through its attorney, denied all allegations of breach of contract and unjust enrichment, and filed a counterclaim\nseeking breach of contract on the part of plaintiffs for failure to pay amounts owed to Encompass for services it rendered to plaintiffs,\nand breach of contract for failure to pay a corporate credit card bill, promissory estoppel, and unjust enrichment. As of December 31,\n2025, the lawsuit was currently pending in federal court before the US District Court for the District of Colorado.

Contingencies

During\nthe normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates\nthe merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on the Company’s\nassessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings.\nIf the Company determines that an unfavourable outcome is probable and can be reasonably assessed, it establishes the necessary accruals.

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For\naccounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the\nfollowing commitments by iDoc due to the reverse merger with DHAC and iDoc on June 24, 2024 (See Note 3 – Business Combination).

\n\n

(1)

iDoc\nentered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access\nuser-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of December 31,\n2025, and December 31, 2024, the Company (as the successor of VSee Lab for accounting purposes) had an unpaid commitment of $179,900\nand $179,900, respectively on this agreement. The commitment is not reflected in the consolidated financial statements as it is due and\npayable upon invoicing from the vendor for delivery and servicing installation of the Telepresence Robots and software applications.

\n\n

(2)

iDoc\nhas a promissory note with a principal balance of $200,000 with a related party (See - Note 9 Related Party Transactions by iDoc\nsub-point (3)). The related party has security rights to eight (8) telepresence robots, from the 13th to 20th, that iDoc deployed.\niDoc is required to make payments to the holder based on eighty percent (80%) of the monthly revenue generated on the eight telepresence\nrobots from the thirteenth through the twentieth deployment of the telepresence robots. The monthly revenue generated on the eight telepresence\nrobots deployed by iDoc would be used to pay off principal balance of the note. Once the principal balance is paid off, iDoc will continue\nmaking payments through the deployment of 125 telepresence robots by iDoc.

\n\n

(3)

On\nMay 12, 2023, iDoc entered in a partnership agreement with an accredited investor to agree and collaborate in the development of telepresence\nrobots for telehealth solutions. The investor pledged to pay $352,000 directly to the vendor. In consideration thereof, the investor\nis entitled to 80% of the monthly revenue generated from the first eleven telepresence robots deployed by iDoc under the partnership\nagreement. Payments will continue until the last remaining robot is being paid for by customers and will remain as full payments for\nthe length of time that a minimum of eleven robots are deployed. After the number reduces below eleven deployed robots, the amount will\npro rate down but will remain in the same ratio as 80% of the monthly revenue generated.

\n\n

(4)

On\nNovember 1, 2023, the iDoc entered a forbearance agreement related to the promissory note and line of credit issued by a bank on\nNovember 29, 2021, and its finance leases. (See Note 8 – Line of Credit and Notes Payable). Pursuant to the forbearance agreement,\neffective November 1, 2023, the interest rate on the promissory note and the line of credit is payable monthly at 3% above the Wall\nStreet Journal prime rate (6.75% at December 31, 2025). In consideration of the bank forbearing on its right to collect the amount due\nand owing until January 10, 2024, iDoc agreed to make respective payments of $20,000 on November 13, 2023, and $80,000 on November 30,\n2023. iDoc defaulted on the forbearance at the end of December 2023. Upon default of the forbearance agreement, the lender has the right\nto take appropriate action to collect the amounts owed. The bank’s forbearance obligation shall terminate immediately, irrevocably,\nand without notice in the event of the borrower’s default under any provision of this agreement. This litigation was resolved by\nAgreed Judgment signed by the Court on June 24, 2024, under the judgment, the Company subsequently revised the forbearance agreement\non December 13, 2024. Under the revised forbearance, the Company agreed to monthly payments of $25,000 beginning January 2025 to May\n2025, and a payment in full of $1,541,106 on June 16, 2025. On August 27, 2025, the Company revised the forbearance agreement and agreed\nto a payment of $50,000 on September 5, 2025, and a further payment of $100,000 on November 30, 2025. During the year ended December\n31, 2025, the Company made total payments of approximately $250,000 toward the forbearance obligation, consisting primarily of interest\npayments under the revised agreement. As of December 31, 2025, the Company has accrued the obligation in Line of credit and note payable,\nnet of discount, Right - of - use liability - financing, and accrued interest is included in accounts payable and accrued liabilities.

\n\n

(5)

VSee\nLab has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2025, and\nDecember 31, 2024, the Company (as the successor of VSee Lab for accounting purposes) has an unpaid commitment of $386,663 and $82,677,\nrespectively, on this reseller agreement. The commitment is not reflected in the consolidated financial statements as the commitment\nis due and payable once revenues are generated under the reseller agreement. VSee Lab entered into the reseller agreement to generate\nmarket share in the international market, and payments are based on revenues generated by the reseller.

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VSee\nHealth, Inc. Incentive Plan

DHAC approved and adopted the\nVSee Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to be effective as of one day prior to the closing Business\nCombination. The Incentive Plan provides for an initial share reserve equal to 15% of the number of shares of Company common stock\noutstanding (including shares of Company common stock issuable upon conversion of the outstanding Series A Preferred Stock) following\nthe closing after giving effect to the Business Combination. As such, on June 24, 2024, the Company reserved 31,800 shares of\nits common stock for issuance under the 2024 Plan.

Indemnities

The\nCompany generally indemnifies its customers for the services it provides under its contracts and other specified liabilities, which may\nsubject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2025, and 2024, the Company was unaware\nof any material asserted or unasserted claims concerning these indemnity obligations.

Other\nMatters

The\nCompany continues to analyze potential sales tax exposure using a state-by-state assessment. In accordance with ASC 450, Contingencies,\nthe Company estimated and recorded a liability of $1.2 million and $1.0 million as of December 31, 2025, and 2024, which is included\nwithin accounts payable and accrued liabilities on the consolidated balance sheets.

Note\n11 Income Taxes

Income\ntaxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred\ntaxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable\nor deductible when the assets or liabilities are recovered or settled.

The\nprovision for (benefit from) income taxes consisted of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the year ended
	December 31, \n2025,		December 31, \n2024,
Current income tax provision/(benefit):
Federal	$	-		$	-
State		16,612			36,504
Total current income tax provision/(benefit)		16,612			36,504

Deferred income tax provision/(benefit):
Federal		8,515			(1,475,347	)
State		43,299			(204,058	)
Total deferred income tax provision/(benefit)		51,814			(1,679,405	)

Total income tax provision for (benefit from) continuing operations	$	68,426		$	(1,642,901	)

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Upon adoption of ASU 2023-09,\nImprovements to Income Tax Disclosures, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from)\nincome taxes for the year ended December 31, 2025, was as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the year ended December 31, 2025,
	Amount			Percentage
U.S. federal statutory tax	$	(3,075,328	)		21.00	%
Foreign tax effects
Statutory tax rate difference between Foreign and United States		-			-
Other		-			-
State taxes, net of federal tax benefit		(440,377	)		3.01
Return to income tax provision adjustments		(164,991	)		1.13
Changes in valuation allowances		3,170,633			(21.65	)
Nontaxable or nondeductible items
Meals and entertainment		1,401			(0.01	)
Extinguishment of debt		37,550			(0.26	)
Gain/loss on change in fair value of financial instruments		380,791			(2.60	)
Stock-based compensation		148,559			(1.02	)
Penalties		10,188			(0.07	)
Provision for income tax	$	68,426			(0.47	)%

The\nreconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2024,\nin accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2024
Income tax benefit at federal statutory rate		21.00	%
State taxes, net of federal tax benefit		3.35
Change in valuation allowance		2.10
Return to income tax provision adjustments		(1.69	)
Goodwill impairment		(22.60	)
Permanent differences, net		0.61
Income tax benefit		2.77	%

No\ncash payment was made for income taxes, net of refunds, during the year ended December 31, 2025.

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Deferred\nincome tax reflects the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting\npurposes and the amounts used for income tax purposes. The categories that give rise to significant components of the deferred tax assets\nand liabilities as of December 31, 2025, and 2024 are as follows:

	As of December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	6,982,167			$	3,919,766
Bad debt expense		189,503				566,346
Accounts payable and accrued liabilities		-				375,907
Interest payable		-				74,565
Accrued payroll		-				269,958
Deferred revenue		17,198				78,189
Deferred compensation		75,665				211,778
Accrued interest, related party		41,847				28,909
Encompass Purchase Liability		80,996				-
Start-up costs		736,710				738,876
Operating and finance lease liabilities		-				70,742
Total deferred tax assets		8,124,086				6,335,036
(Less) valuation allowance		(6,257,237	)			(3,086,603	)
Net deferred tax assets		1,866,849				3,248,433

Deferred tax liabilities:
Depreciation		(8,893	)			(5,051	)
Amortization		(1,977,148	)			(2,581,286	)
Accounts receivable		-				(702,703	)
Prepaids and other current assets		-				(26,771	)
Total deferred tax liabilities		(1,986,041	)			(3,315,811	)

Total deferred tax liabilities	$	(119,192	)		$	(67,378	)

The\nCompany has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing\nof future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to\nsuch uncertainties surrounding the realization of the deferred tax assets, the Company maintains a valuation allowance of $142,325 against\nits deferred tax assets as of December 31, 2025. Realization of the deferred tax assets will be primarily dependent upon the Company’s\nability to generate sufficient taxable income prior to the expiration of its net operating losses.

The\nCompany had a federal net operating loss carryforward of $28,368,511 and $15,436,000 as on December 31, 2025, and December 31, 2024,\nof which approximately $3,573,000 will begin to expire in 2030 for federal tax purposes, and approximately $24,795,511 in federal net\noperating loss carryforwards that can be carried forward indefinitely. While these federal NOLs do not expire, the Tax Cuts & Jobs\nAct of 2017 limits the amount of federal net operating loss utilized each year after December 31, 2017, to 80% of taxable income. As\nof December 31, 2025, the Company has a state net operating loss carryforward of approximately $20,375,322 and $17,860,000 as of December\n31, 2025 and December 31, 2024.The state NOLs generated have various expiration rules and dates with the first amount of NOLs expiring\nin 2032. The Company is subject to taxation in U.S. federal and state tax jurisdictions. All of the Company’s tax years will remain\nopen for three years for examination by the federal and state tax authorities from the date of utilization of net operating loss. There\nare no active tax compliance audits as of December 31, 2025.

In\naccordance with ASC 740, Income Taxes, specifically related to uncertain tax positions, a Company is required to use a recognition threshold\nand a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in\na tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing\nauthorities. The Company believes its income tax filing positions and deductions will be sustained upon examination, and accordingly,\nno reserves or related accruals for interest and penalties have been recorded as of December 31, 2025 and December 31, 2024.

The\nCompany believes that no material amount of the liabilities for uncertain tax positions are expected to reverse within 12 months of December\n31, 2025.

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Note\n12 Equity

Preferred\nStock

The\nCompany has 10,000,000 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 6,500 of such shares\nfor the Series A Preferred Stock. As of December 31, 2025 and 2024, the Company has 1,788 and 6,158 shares of Series A Preferred Stock\nissued and outstanding, respectively.

Series\nA Preferred Stock

The\nSeries A Preferred has the following rights and privileges:

Conversion –\nSeries A preferred stock is convertible into common stock at the option of the holder, at any time after the earlier of (i) twelve months\nfrom the Initial Issuance Date (June 24, 2024) or (ii) the date on which no shares of Series A preferred stock remain outstanding, at\nthe initial rate of $800.00 per share, with an alternate optional conversion, with respect to any Alternate Conversion that price which\nshall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate\nConversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of\nthe Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading\nDay period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,\ndivided by (II) three (3) (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately\nadjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases\nor increases the Common Stock during such Alternate Conversion Measuring Period.

Common\nStock

The Company is authorized\nto issue 100,000,000 shares of common stock with a par value of $0.0001 per share. In connection with the business combination with DHAC\nwhich resulted in a reverse recapitalization, VSee Lab converted the 371,715 shares of Series A preferred stock and 1,228,492 Series\nA-1 Preferred Stock into VSee Lab Class A common stock for a total of 12,165,889 common stock, which resulted in 60,988 shares\nof Company Common Stock based on an exchange ratio of 0.005. For periods prior to the Business Combination as disclosed in Note\n1 above, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio. As of December\n31, 2025, and December 31, 2024, there were 414,914 and 203,715 shares of common stock outstanding. The Company issued 211,199 shares\nof common stock during year ended December 31, 2025.

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In June 2024, the Company\nentered into a consulting agreement with a third party, under which it agreed to an initial issuance of $25,000 in shares of common\nstock, as well as the future issuance of $25,000 shares of common stock upon each future Form 10-Q or Form 10-K filing. The Company\nis accounting for this stock-based payment arrangement under ASC 718, and the obligation to issue the future shares is classified as a\nliability as it represents a variable share settled instrument that would be subject to ASC 480. During the year ended December 31, 2024,\nthe Company recognized $62,500 in consulting expense related to the share issuance obligation and issued 31 shares of common\nstock with an estimated fair value of $25,000 to the third-party consultant.

In August 2024, the holders\nof the Additional Bridge Notes converted an aggregate $41,417 of outstanding principal into 177 shares of common stock,\nat a conversion price based on a 5% discount to the prior trading day VWAP and $566,740 of outstanding principal on the Exchange\nNote was converted into 2,672 shares of common stock, at a conversion price based on a 5% discount to the prior trading\nday VWAP.

In August 2024, the Company\nissued 313 shares of common stock to former placement agents in relation to prior services provided under a now terminated placement\nagent agreement. The Company estimated the fair value of the shares of common stock issued to be $66,750 and recorded this amount\nas an expense during the year ended December 31, 2024.

In August 2024, the Company\nissued 2,500 shares of common stock to a vendor in relation to outstanding and past due accounts payable balances. None of the\naccounts payable balances were written off or otherwise adjusted. The Company estimated the fair value of the shares of common stock issued\nto be $534,000. The Company concluded that the issuance of common stock to the vendor represented an extinguishment of the outstanding\npayables for accounting purposes and recorded a loss on extinguishment of $534,000 during the year ended December 31, 2024.

In September 2024, the Company\nissued 1,250 shares of common stock to Ascent as additional consideration for entering into the September 2024 SPA and related\nagreements.

In October and November 2024,\nthe Company issued 4,750 shares of common stock under the ELOC in exchange for $760,000 in cash proceeds.

In November 2024, the holders\nof the Additional Bridge Notes converted an aggregate $93,130 of outstanding principal and accrued interest into 582 shares\nof common stock, at a conversion price of $160.00 per share and $511,693 of outstanding principal and accrued interest was converted\ninto 3,198 shares of common stock, at a conversion price of $160.00 per share.

In November 2024, the Company\nissued 2,531 shares of common stock upon the settlement of $405,000 in working capital funds advanced by SCS. The Company\ndetermined that the partial settlement of the working capital advances represented a troubled debt restructuring, as the Company determined\nit was experiencing financial difficulties and the lender granted a concession through the exchange for shares of Common Stock. Under\nthe troubled debt restructuring accounting, the Company reduced the carrying amount of the working capital funds advances by the fair\nvalue of the shares of Common Stock issued ($261,225) and then compared the future undiscounted cash flows associated with the working\ncapital advances to the carrying value. The Company determined an additional $143,775 reduction in the carrying value was necessary\nto equate it to the future undiscounted cash flows, representing a gain on restructuring. As SCS is a related party to the Company (see\nNote 10), the restructuring gain was treated as a capital transaction and recorded to additional paid in capital along with the fair value\nof the shares of common stock issued in the settlement.

In December 2024, the Company\nissued 625 shares of common stock upon conversion of the ELOC Commitment Fee Note as a conversion price of $800.00 per\nshare.

In June 2024, in connection\nwith the Business Combination, a certain minority shareholder of TAD elected to receive cash consideration in lieu of the Company’s\ncommon stock in exchange for their ownership interests in TAD. The payment of $10,000 represents a cash disbursement to one such investor\nunder the terms of the June 2024 transaction agreement.

In March 2025, in connection\nwith the second closing under the Purchase Agreement and the March 2025 Promissory Note, the Company issued 1,250 shares of common shares\nto the investor as additional consideration for entering into the agreement.

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In March 2025, in connection\nwith the March 2025 SPA and March 2025 Convertible Note, the Company also issued 313 shares of common stock to the investor as additional\nconsideration for entering into the agreement

On April 4, 2025, the Company\nissued 6 shares of its common stock to the Quantum investor at par value of $0.0001 per share.

In October 2025, the Quantum\nPromissory note consisting of $3,000,000 of principal and $1,196,203 of accrued interest, with an aggregate amount of $4,196,203 was converted\nto an aggregate of 55,000 shares of the Company’s common stock.

On October 21, 2025, the March\n2025 Convertible note consisting of principal amount of $108,696 and accrued interest of $44,017, with an aggregate amount of $152,713,\nwas converted to an aggregate of 4,009 shares of the Company’s common stock at a conversion rate of $75.60 per share.

On November 11, 2025, the\nMarch 2025 Promissory note consisting of principal of $555,555 and accrued interest of $56,323, with an aggregate amount of $611,878 was\nconverted to an aggregate of 11,767 shares of the Company’s common stock at a conversion rate of $60.08 per share.

In October 2025, $1,219,516\nof outstanding principal with accrued interest expense of $34,959 on the Exchange Note was converted into 20,922 shares of common stock

In October 2025, outstanding\nprincipal of $2,222,222 and accrued interest of $555,815 on the September 2024 convertible note was converted into 46,234 shares of common\nstock.

Refer Note 8 for more details\non the note conversions.

In October and November 2025,\n4,370 shares of Series A Preferred Stock held by A.G.P./Alliance Global Partners (“A.G.P.”) were converted into 27,313 shares\nof common stock at a conversion price of $160.00 per share.

In October 2025, pursuant\nto the warrant exchange arrangement, Alta Partners exchanged 19,500 Public Warrants for 19,345 shares of the Company’s Common\nStock, representing an exchange ratio of approximately 0.9667 shares per warrant. (Refer Note-13 Warrants)

In December 2025, the Company\nissued 11,292 shares of common stock to certain key managerial personnel and board of directors as share-based compensation.

Stock Options

In June 2024, the DHAC board\nof directors and stockholders approved the 2024 Plan. There are currently 31,800 shares of common stock reserved for issuance under the\n2024 Plan. At the closing of the Business Combination on June 24, 2024, the Company granted 10,046 stock options with an exercise price\nequal to $968.80 pursuant to the 2024 Plan to the individuals, in the amounts, and on the terms set forth in the Business Combination\nAgreement.

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			Weighted			Average
			Average			Remaining	Aggregate
	Number of		Exercise			Life	Intrinsic
	Options		Price			In Years	Value
Outstanding, December 31, 2024		10,046		$	968.80		9.48		—
Granted		—			—		—		—
Outstanding, December 31, 2025		10,046		$	968.80		8.48	$	—

Exercisable, December 31, 2025		10,046		$	968.80		8.48	$	—

Intrinsic\nvalue is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common\nstock for the options that had exercise prices that were lower than the per share fair value of the common stock on the related measurement\ndate.

In accordance with ASC 718, 2,179 of\nthe options granted were awards granted with a service condition and will vest over one year from grant date. The unvested portion\nof the June 2024 options issued was not considered part of the consideration paid and as such the proportional value of the unvested options\nwere recognized over the one-year service period.

All such options fully vested\nas of June 2025, and there was no remaining unrecognized compensation cost or vesting period as of December 31, 2025.

The weighted average grant\ndate fair value of awards granted for the years ended December 31, 2025, and 2024, was $729.60 per option. The fair\nvalue of the unvested options was estimated using a Black-Scholes option model utilizing assumptions related to the contractual term of\nthe instruments, estimated volatility of the price of the Common Stock and current interest rates.

Below\nare the key assumptions used in valuing the unvested options on June 24, 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of \nJune 24,
	2024
Stock price	$	968.80
Exercise price	$	968.80
Volatility		96.00	%
Risk-free rate of return		4.27	%
Expected term (in years)		5.2 - 5.3 years

During the year ended December\n31, 2025, the Company issued 11,292 shares of common stock to certain key managerial personnel and board of directors as share-based compensation.

As of December 31, 2025, there\nwas no unrecognized compensation cost. The value of the fully vested options, which were included as part of the recapitalization were\nvalued at $5,728,784 on June 24, 2024 grant date and closing of the business combination.

Stock-based compensation expense\nof $1,134,667 was recognized for the year ended December 31, 2025, within compensation and related benefits on the consolidated statements\nof operations, and stock-based compensation expense of $826,916 was recognized during the year ended December 31, 2024.

Common\nStock Issuance Obligation

In connection with the Business\nCombination on June 24, 2024, the Company agreed to assume an obligation by iDoc to issue 640 shares of common stock (contingent\non the Business Combination) to certain employees. In accordance with ASC 718, the Company determined that it was not obligated to replace\nthe awards, and as such, recognized the fair value of the award at the Business Combination date as additional stock-based compensation\n(included in cost of revenues). The grant date fair value was estimated to be $619,935 (see Note 15 Fair Value Measurements).\nThe Company also determined that it should classify this award as a liability under ASC 718 and remeasure the award at its then current\nfair value each reporting date. As of December 31, 2025, and December 31, 2024, the common stock issuance obligation was adjusted to $18,941\nand $69,621, respectively. The net stock-based compensation expense reversed was $50,680 and $172,005 for the years ended December\n31, 2025, and December 31, 2024, respectively

As\nof December 31, 2025, and 2024, no shares of common stock have been issued under the common stock issuance obligation arrangements.

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Note 13\nWarrants

DHAC\nAssumed Warrants

The\nCompany has analysed the public warrants, private warrants, Bridge Warrants (as defined below), September 2024 Warrants and the Extension\nWarrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and\ntherefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under\nASC 815 and therefore are classified in equity. Below is a summary of the warrants issued and outstanding:

	Public		Private			Bridge		Extension	September \n2024 \nWarrants		Total
Outstanding, December 31, 2023		—			—			—		—			—		—
Assumed at June 24, 2024		143,750			6,963			2,174		326			—		153,213
Issued		—			—			—		—			9,259		9,259
Exercised		—			—			—		—			—		—
Outstanding, December 31, 2024		143,750			6,963			2,174		326			9,259		162,472

Exercisable, December 31, 2024		143,750			6,963			2,174		326			9,259		162,472

Weighted Average Exercise Price	$	920.00		$	920.00		$	920.00	$	920.00		$	180.00	$	772.00
Weighted Average Remaining Life in Years		4.48			4.48			2.76		3.35			4.75		3.96

	Public			Private			Bridge		Extension	September 2024 Warrants		Pre-funded Warrants			Common Stock Warrants		Total
Outstanding, December 31, 2024		143,750				6,963			2,174		326			9,259			—			—		162,472
Issued		—				—			—		—			—			122,951			245,902		368,853
Exercised		(19,955	)			—			—		—			—			—			—		(19,955	)

Outstanding, December 31, 2025		123,795				6,963			2,174		326			9,259			122,951			245,902		511,370

Exercisable, December 31, 2025		123,795				6,963			2,174		326			9,259			122,951			245,902		511,370

Weighted Average Exercise Price	$	920.00			$	920.00		$	920.00	$	920.00		$	180.00		$	0.00	¹	$	48.80	$	266.40
Weighted Average Remaining Life in Years		3.48				3.48			1.76		2.35			3.75			—	²		4.92		3.33

\n\n

(1)

The\naggregate exercise price of this Warrant, except for a nominal exercise price of $0.008 per Warrant Share, was pre-funded to the Company\non or prior to the Initial Exercise Date

\n\n

(2)

The\nwarrant does not have a fixed expiration date and remains outstanding until exercised in full.

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Public\nand Private Warrants

There are 150,713 public\nand private warrants issued and outstanding as of December 31, 2024, which were assumed as a result of the Business Combination.\n. As of December 31, 2025, there are 130,757 public and private warrants issued and outstanding. The warrants were issued by DHAC\nin connection with DHAC’s Initial Public Offering. Each warrant entitles the registered holder to purchase one (1) share\nof common stock at a price of $920.00 per whole share, subject to adjustment as discussed below, at any time commencing on the later\nof 30 days after the completion of an initial business combination or 12 months from the closing of the\nInitial Public Offering.

However, no warrants\nwill be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock\nissuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing,\nif a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within\na specified period following the consummation of the initial business combination, warrant holders may, until such time as there is an\neffective registration statement and during any period when the Company shall have failed to maintain an effective registration statement,\nexercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided\nthat such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their\nwarrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants\nfor that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of\ncommon stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market\nvalue” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average\nreported last sale price of the shares of common stock for the five trading days ending on the trading day prior to the\ndate of exercise. The warrants will expire on the fifth anniversary of the completion of an initial business combination, at\n5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Private Placement Warrants\nare identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption,\nin whole and not in part, at a price of $0.80 per warrant,

\n\n

●

at\nany time after the warrants become exercisable;

\n\n

●

upon\nnot less than 30 days’ prior written notice of redemption to each warrant holder;

\n\n

●

if,\nand only if, the reported last sale price of the shares of common stock equals or exceeds $1,440.00 per share (as adjusted for\nstock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading\nday period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption\nto warrant holders; and

\n\n

●

if,\nand only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

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The\nright to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and\nafter the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s\nwarrant upon surrender of such warrant.

The\nredemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium\nto the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise\nprice so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below\nthe exercise price of the warrants.

If\nthe Company calls the warrants for redemption as described above, the Company’s management will have the option to require all\nholders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise\nprice by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the\nproduct of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the\nwarrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”\nfor this purpose shall mean the average reported last sale price of the shares of common stock for the five trading days\nending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The\nwarrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant\nagent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder\nto cure any ambiguity or correct any defective provision or to make any other change that does not adversely affect the interests of\nthe registered holders. For any other change, the warrant agreement requires the approval by the holders of at least a majority of the\nthen outstanding public warrants if such amendment is undertaken prior to or in connection with the consummation of a business combination\nor at least a majority of the then outstanding warrants if the amendment is undertaken after the consummation of a business combination.

The exercise price and number\nof shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock\ndividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the\nwarrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. If (x) the\nCompany issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing\nof the initial business combination at an issue price or effective issue price of less than $736.00 per share of common stock (with\nsuch issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance\nto the Company’s Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held\nby them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity\nproceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial\nbusiness combination (net of redemptions), and (z) the Market Value is below $736.00 per share, the exercise price of the warrants\nwill be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at\nwhich the Company issue the additional shares of common stock or equity-linked securities and the $1,440.00 per share redemption\ntrigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The warrants may be\nexercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise\nform on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price,\nby certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have\nthe rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares\nof common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote\nfor each share held of record on all matters to be voted on by stockholders.

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Bridge\nWarrants

In connection with the closing\nof the Business Combination, for accounting purposes, it was treated that the Company also assumed the Bridge Warrants which were outstanding\nwith DHAC. On October 6, 2022, 2,174 warrants were issued pursuant to the Bridge Purchase Agreement. The purchase right\nrepresented by the Bridge Warrants shall terminate on or before 5:30 p.m., Pacific Time, on the date five years from\nthe date of issuance (the “Expiration Date”). The exercise price at which the Bridge Warrants may be exercised shall be $920.00 per\nshare of Common Stock. If at any time after the date of issuance of the Bridge Warrants there is no effective registration statement available\nfor the resale of shares of Common Stock held by the holder, the Bridge Warrants may be exercised by cashless exercise. In lieu of any\nfractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied\nby such fraction. Except as provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder\nof the Company.

During\nthe term the Bridge Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number\nof shares to provide for the issuance of Common Stock upon the exercise of the Bridge Warrant and, from time to time, will take all steps\nnecessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of\nthe Bridge Warrants. All shares that may be issued upon the exercise of rights represented by the Bridge Warrants and payment of the\nExercise Price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer\noccurring contemporaneously or otherwise specified in the Bridge Warrants). Prior to the Expiration Date, the Exercise Price and the\nnumber of shares of Common Stock purchasable upon the exercise of the Bridge Warrants are subject to adjustment from time to time upon\nthe occurrence of any of the following events:

\n\n

(a)

In\nthe event that the Company shall at any time after the date of issuance of the Bridge Warrants (i) declare a dividend on Common Stock\nin shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common\nStock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company,\nthen, in each such event, the Exercise Price in effect at the time shall be adjusted so that the holder shall be entitled to receive\nthe kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive\nafter the happening of any of the events described above had such Bridge Warrant been exercised immediately prior to the happening of\nsuch event (or any record date with respect thereto).

\n\n

(b)

No\nadjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant shall be required unless such adjustment\nwould require an increase or decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable upon exercise of\nall Bridge Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account\nin any subsequent adjustment.

\n\n

(c)

If\nat any time, as a result of an adjustment, the holder of any Bridge Warrant thereafter exercised shall become entitled to receive any\nshares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any\nBridge Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions\nwith respect to the Common Stock receivable upon execution of the Bridge Warrant.

\n\n

(d)

Whenever\nthe Exercise Price payable upon exercise of each Bridge Warrant is adjusted, the Warrant Shares shall be adjusted by multiplying the\nnumber of shares of Common Stock receivable upon execution of the Bridge Warrant immediately prior to such adjustment by a fraction,\nthe numerator of which shall be the Exercise Price in effect immediately prior to such adjustment, and the denominator of which shall\nbe the Exercise Price as adjusted.

\n\n

(e)

In\nthe event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation\nof the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the\nCompany as, or substantially as, an entirety to any other corporation, each Bridge Warrant shall, after such capital reorganization,\nreclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company,\nbe exercisable, upon the terms and conditions specified in the Bridge Warrant, for the number of shares of stock or other securities\nor assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Bridge Warrant immediately prior\nto such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital\norganization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger\nor sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting\nfrom such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by\nwritten instrument, the obligation to deliver to holder of each Bridge Warrant the shares of stock, securities or assets to which, in\naccordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the Bridge Warrant.

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\n\n

(f)

If\nthe Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities\n(any such securities, “Variable Price Securities”) after the issuance of the Bridge Warrants that are issuable pursuant to\nsuch agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with\nthe market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations\nreflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each\nof the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide\nnotice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after\nthe date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not\nthe obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of the Bridge Warrant by\ndesignating in the exercise form delivered upon any exercise of the Bridge Warrant that solely for purposes of such exercise the holder\nis relying on the Variable Price rather than the Exercise Price then in effect.

\n\n

(g)

In\ncase any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would\nresult in an unfair enlargement or dilution of the purchase rights represented by the Bridge Warrants in accordance with the essential\nintent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment,\nif any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution,\nthe purchase rights presented by the Bridge Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described\ntherein.

Extension\nWarrants

In connection with the closing\nof the Business Combination, the Company also assumed the Extension Warrants which were outstanding with DHAC. On May 5, 2023, the\nCompany issued 326 warrants pursuant to the Extension Purchase Agreement. The purchase right represented by the Extension Warrants\nshall terminate on the date five years from the date of issuance (the “Expiration Date”). The exercise price\nat which the Extension Warrants may be exercised shall be $920.00 per share of Common Stock. If at any time after the date of issuance\nof the Extension Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the\nholder, the Extension Warrants may be exercised by cashless exercise. In lieu of any fractional share to which the holder would otherwise\nbe entitled, the Company shall make a cash payment equal to the exercise price multiplied by such fraction. Except as provided in the\nExtension Warrants, the Extension Warrant does not entitle its holder to any rights of a stockholder of the Company.

During\nthe term, the May 2023 Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient\nnumber of shares to provide for the issuance of Common Stock upon the exercise of the May 2023 Warrant and, from time to time, will\ntake all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable\nupon exercise of the Extension Warrants. All shares that may be issued upon the exercise of rights represented by the Extension Warrants\nand payment of the exercise price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in\nrespect of any transfer occurring contemporaneously or otherwise specified in the Extension Warrants). Prior to the Expiration Date,\nthe exercise price and the number of shares of Common Stock purchasable upon the exercise of the Extension Warrants are subject to adjustment\nfrom time to time upon the occurrence of any of the following events:

\n\n

(a)

In\nthe event that the Company shall at any time after the date of issuance of the Extension Warrants (i) declare a dividend on Common Stock\nin shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common\nStock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company,\nthen, in each such event, the exercise price in effect at the time shall be adjusted so that the holder shall be entitled to receive\nthe kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive\nafter the happening of any of the events described above had such Extension Note Warrant been exercised immediately prior to the happening\nof such event (or any record date with respect thereto).

\n\n

(b)

No\nadjustment in the number of shares of Common Stock receivable upon exercise of the Extension Warrants shall be required unless such adjustment\nwould require an increase or decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable upon exercise of\nall Extension Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account\nin any subsequent adjustment.

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\n\n

(c)

If\nat any time, as a result of an adjustment, the holder of any Extension Note Warrant thereafter exercised shall become entitled to receive\nany shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of\nany Extension Note Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable\nto the provisions with respect to the Common Stock receivable upon execution of the Extension Warrant.

\n\n

(d)

Whenever\nthe exercise price payable upon exercise of each Extension Warrant is adjusted, the Extension Warrant shares shall be adjusted by multiplying\nthe number of shares of Common Stock receivable upon execution of the Extension Warrant immediately prior to such adjustment by a fraction,\nthe numerator of which shall be the exercise price in effect immediately prior to such adjustment, and the denominator of which shall\nbe the exercise price as adjusted.

\n\n

(e)

In\nthe event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation\nof the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the\nCompany as, or substantially as, an entirety to any other corporation, each Extension Warrant shall, after such capital reorganization,\nreclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company,\nbe exercisable, upon the terms and conditions specified in the Extension Warrant, for the number of shares of stock or other securities\nor assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Extension Warrant immediately\nprior to such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such\ncapital organization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation,\nmerger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company)\nresulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall\nassume, by written instrument, the obligation to deliver to holder of each Extension Warrant the shares of stock, securities or assets\nto which, in accordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the\nExtension Warrant.

\n\n

(f)

If\nthe Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities\n(any such securities, “Variable Price Securities”) after the issuance of the Extension Warrants that are issuable pursuant\nto such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with\nthe market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations\nreflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each\nof the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide\nnotice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after\nthe date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not\nthe obligation, in its sole discretion to substitute the Variable Price for the exercise price upon exercise of the Extension Warrant\nby designating in the exercise form delivered upon any exercise of the Extension Warrant that solely for purposes of such exercise the\nholder is relying on the Variable Price rather than the exercise price then in effect.

\n\n

(g)

In\ncase any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would\nresult in an unfair enlargement or dilution of the purchase rights represented by the Extension Warrants in accordance with the essential\nintent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment,\nif any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution,\nthe purchase rights presented by the Extension Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment\ndescribed therein.

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September\n2024 Warrants

On September 30, 2024, the\nCompany executed a securities purchase agreement (the “SPA”) with an accredited and institutional investor (the “Investor”).\nPursuant to the SPA, the Company issued to the Investor warrants (the “September 2024 Warrants”) with an exercise period of\nfive years to purchase up to 9,259 shares of Company Common Stock at an exercise price of $180.00 per share. The exercise price includes\nstandard antidilution adjustments as well as adjustment in the event the Company sells or issues shares of common stock at a price less\nthan the exercise price (a down-round event). The Company assessed the warrant as a freestanding financial instrument and determined it\ndid not include any provisions which would require liability classification under ASC 480, and that it met the requirements to be considered\nindexed to the Company’s own stock and the additional equity classification requirements under ASC 815-40. As such, the Company\nclassified the warrant in stockholders’ equity (deficit) upon its issuance.

During\nthe term, the September 2024 Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a\nsufficient number of shares to provide for the issuance of Common Stock upon the exercise of the September 2024 Warrants and, from\ntime to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common\nStock issuable upon exercise of the September 2024 Warrants. All shares that may be issued upon the exercise of rights represented\nby the September 2024 Warrants and payment of the exercise price will be free from all taxes, liens and charges in respect of the\nissue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the September 2024\nWarrants). Prior to the Expiration Date, the exercise price and the number of shares of Common Stock purchasable upon the exercise of\nthe September 2024 Warrants are subject to adjustment from time to time upon the occurrence of any of the following events:

\n\n

(a)

In\nthe event that the Company shall at any time after the date of issuance of the September 2024 Warrants (i) declare a dividend on\nCommon Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding\nCommon Stock into a smaller number of shares, (iv) issue by reclassification of its Common Stock any shares or other securities of the\nCompany, (v) complete any capital reorganization of the Company, whether or not such reclassification directly or indirectly affects\nthe Common Stock or results in new investments being issued to holders of the Common Stock, (vi) complete any reclassification of the\nCommon Stock (other than a reclassification referred to in clause (iv), or (vii) complete a business combination of the Company into\nany other person, whether by consolidation, merger or transfer of substantially all assets of the Company, whether or not such combination\nresult in holders of Underlying Securities receiving new investments, then, in each such event, the exercise price in effect at the time\nshall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company\nwhich the holder would have owned or have been entitled to receive after the happening of any of the events described above had such\nSeptember 2024 Warrants been exercised immediately prior to the happening of such event (or any record date with respect thereto).

\n\n

(b)

If\nand whenever on or after the Issue Date, the Company grants, issues or sells, or in accordance with the terms of the September 2024 Warrant\nis deemed to have granted, issued or sold, (A) any underlying securities (including the issuance or sale of shares of underlying securities\nowned or held by or for the account of the Company, but excluding any exempt issuance) for a consideration per share that is less than\nthe Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale or (B) (1) any stock\nequivalents of underlying securities or (2) any options to purchase (or any other contractual obligation of the Company to grant, issue\nor sell) underlying securities or stock equivalents thereof (“Acquisition Rights”), in each case for which, at the time of\nsuch grant, issuance or sale, the lowest possible consideration per share required to be paid by the holder thereof to acquire one share\nof underlying securities pursuant to such acquisition rights (net of any payment made by any Company or any Company party to the holder\nof such acquisition rights or to any other person pursuant to such acquisition rights) is less than the Exercise Price in effect immediately\nprior to such grant, issuance or sale or deemed grant, issuance or sale (all of the foregoing a “Dilutive Issuance”), then\nimmediately after such Dilutive Issuance, the Exercise Price shall be adjusted in accordance with the formula as provided in the September\n2024 Warrants.

\n\n

(c)

If\nnecessary, the provisions set forth in this warrant with respect to the rights thereafter of the holders of the warrants shall be appropriately\nadjusted so as to be applicable, as nearly as they may reasonably be, to any other securities, indebtedness and other assets thereafter\ndeliverable on the exercise of the warrants.

\n\n

(d)

No\nadjustment in the number of shares of Common Stock shall be required under this warrant unless such adjustment would require an increase\nor decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable hereunder; provided that any adjustments are\nnot required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, that notwithstanding\nthe foregoing, all adjustments so carried forward shall be made no later than three (3) years from the date of the first event that would\nhave required an adjustment but for requirement under this warrant.

\n\n

(e)

In\ncase any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would\nresult in an unfair enlargement or dilution of the purchase rights represented by the Extension Warrants in accordance with the essential\nintent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment,\nif any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution,\nthe purchase rights presented by the Extension Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment\ndescribed therein.

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Warrant\nExchange Agreement

On October 29, 2025, the Company\nalso entered into a warrant exchange arrangement with Alta Partners (“Alta”) relating to holdings of its Public Warrants,\nwhich were issued in connection with the Company’s initial public offering. Pursuant to the arrangement, Alta exchanged a total\nof 19,500 Public Warrants for 19,345 shares of the Company’s Common Stock, representing an exchange ratio of approximately 0.9667\nshares per warrant. Alta continues to hold 8,832 warrants exercisable for Common Stock at an exercise price of $920.00 per share. In connection\nwith the exchange, the Company recognized proceeds of $1,500,003 in the consolidated statements of stockholders’ (deficit) equity.

Private Placement with Armistice

On November 25, 2025, the\nCompany entered into a securities purchase agreement with Armistice Capital (“Armistice”) pursuant to which Armistice agreed\nto purchase an aggregate of 122,951 shares of the Company’s Common Stock or, at Armistice’s election, pre-funded warrants\nexercisable at $0.008 per share in lieu thereof, together with common warrants to purchase up to 245,902 common shares. The securities\nwere sold at a combined purchase price of $48.80 per share (or pre-funded warrant) and accompanying common warrants, for gross proceeds\nof $5,999,016. The private placement closed on December 1, 2025. In connection with the exchange, the Company recognized proceeds of $5,519,085,\nnet of issuance cost, in additional paid-in capital. The Company incurred $479,931 in legal fees related to the transaction, which were\ntreated as share issuance costs and recorded as a reduction to the proceeds.

Note\n14 Reportable segments

Subsequent\nto the Business Combination in June 2024 (see Note 3 - Business Combination), the Company has two reportable segments: Technology and\nTelehealth. These two reportable segments align with the two legacy operating entities (VSee Lab and iDoc) which merged together upon\nthe closing of the Business Combination. Operating segments are defined as components of an enterprise where separate financial information\nis evaluated regularly by a chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.\nAs of December 31, 2025, the Company’s CODM role was shared between the two Co-CEOs.

The\nCODM reviews gross margin and income (loss) from operations from our reportable segments to evaluate budgets and forecasts, assess\nactual performance and allocate resources. The CODM review focuses on month to month and quarter to quarter changes in these profit measures\nin order to identify potential future liquidity issues, evaluate performance and need for potential cost reductions and identify potential\nvendor sourcing changes. The CODM also reviews the operating segment’s assets, which mainly includes review of the accounts receivable\naccounts.

Our\nreportable segments are described below. The Company has no inter-segment revenues.

Healthcare\nTechnology - The Company’s core platform is a highly scalable, integrated, application program interface (“API”) driven\ntechnology platform, for virtual healthcare delivery, with multiple real-time integrations spanning the healthcare ecosystem. The platform’s\nAPIs power external connectivity and deep integration with a wide range of payors, electronic medical records, third-party applications,\nand other interfaces with employers, hospital systems, and health systems, which we believe uniquely positions us as a long-term partner\nmeeting the unique needs of the rapidly changing healthcare industry. The Company will also be able to white label our solutions, so\nthey fit into the plans and strategies of our clients, all on a platform that is high-performance and highly scalable.

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The\naccounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies”\nfor the Company. In addition, the Company currently operates in one primary geographic area (the United States) and as such, the disclosures\nbelow are attributable to that geographic area.

Revenue\nand costs are generally directly attributed to our segments, based on the historical separation of these two operating segments\n(as prior separate operating entities). In addition, the Company incurs certain costs at the corporate level, which generally include\nlegal, finance and accounting and consulting, investor relations and insurance costs, as well as certain executive compensation costs.\nThese costs recorded at the corporate level are not allocated to the operating segments and are reflected as the “Unallocated corporate\noverhead expenses” in the summary tables below.

Summary\ninformation regarding the Company’s operating segments along with the reconciliation of the Company’s consolidated segment\noperating income to consolidated earnings before income taxes is as follows for the years ended December 31, 2025 and December 31, 2024:

For the year ended December 31, 2025	Technology			Telehealth			Total

Revenues:
Subscription fees	$	3,230,239			$	-		$	3,230,239
Professional services and other fees		3,102,688				-			3,102,688
Technical engineering fees		1,042,593				-			1,042,593
Patient fees		-				3,377,536			3,377,536
Telehealth fees		-				3,862,628			3,862,628
Institutional fees		-				2,500			2,500
Total revenues	$	7,375,520			$	7,242,664		$	14,618,184

Cost of revenues		3,901,877				3,360,342			7,262,219
Segment gross margin	$	3,473,643			$	3,882,322		$	7,355,965

Less (1):
Compensation and related benefits		4,220,844				1,628,391			5,849,235
General and administrative		1,272,972				5,222,558			6,495,530

Segment operating loss	$	(2,020,173	)		$	(2,968,627	)	$	(4,988,800	)

Reconciliation to loss before provision for income taxes:
Unallocated corporate overhead expenses									(4,594,093	)
Interest expense									(2,811,861	)
Other income, net									47,429
Change in fair value of financial instruments									(1,450,271	)
Loss on extinguishment of debt									(221,202	)
Loss on issuance of financial instruments									(668,020	)
Gain on extinguishment of ELOC									42,394
Loss before provision for income taxes								$	(14,644,424	)

\n\n

(1)

The\nsignificant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

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For the year ended December 31, 2024	Technology		Telehealth			Total

Revenues:
Subscription fees	$	4,115,126		$	-		$	4,115,126
Professional services and other fees		2,108,307			-			2,108,307
Technical engineering fees		1,980,186			-			1,980,186
Patient fees		-			1,207,343			1,207,343
Telehealth fees		-			1,003,510			1,003,510
Institutional fees		-			6,880			6,880
Total revenues	$	8,203,619		$	2,217,733		$	10,421,352

Cost of revenues		2,241,096			1,002,676			3,243,772
Segment gross margin	$	5,962,523		$	1,215,057		$	7,177,580

Less (1):
Compensation and related benefits		3,751,534			876,558			4,628,092
General and administrative expenses		1,854,796			2,397,735			4,252,531
Transaction expenses		93,000			-			93,000
Goodwill impairment		-			56,675,210			56,675,210

Segment operating income\n (loss)	$	263,193		$	(58,734,446	)	$	(58,471,253	)

Reconciliation to loss before benefit from income taxes:
Unallocated corporate overhead expenses								(3,679,592	)
Interest expense								(211,459	)
Other income								504
Change in fair value of financial instruments								6,176,097
Loss on extinguishment of debt								(645,979	)
Loss on issuance of financial instruments								(2,513,234	)
Loss\n before benefit from income taxes							$	(59,344,916	)

\n\n

(1)

The\nsignificant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

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The\nsummary information regarding the reportable segment total assets at December 31, 2025, and December 31, 2024, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025		December 31, \n2024
Total assets:
Technology	$	664,525		$	1,503,995
Telehealth		17,150,543			18,271,724
Non-operating corporate		4,597,951			216,769
Total	$	22,413,019		$	19,992,488

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025		December 31, 2024
Total Goodwill:
Technology	$	-		$	-
Telehealth		4,916,694			4,916,694
Non-operating corporate		-			-
Total	$	4,916,694		$	4,916,694

Some\nadditional summary information regarding the reportable segment depreciation and amortization, capital expenditures and interest expense\nfor the years ended December 31, 2025, and 2024 are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025		December 31, 2024
Depreciation and Amortization:
Technology	$	11,395		$	4,680
Telehealth		2,576,161			1,318,787
Total	$	2,587,556		$	1,323,467

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025		December 31, 2024
Capital Expenditures:
Technology	$	29,928		$	20,117
Telehealth		-			35,150
Total	$	29,928		$	55,267

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025		December 31, 2024
Interest Expense:
Technology	$	64,170		$	77,128
Telehealth		250,764			133,131
Non-Operating corporate		2,496,927			1,200
Total	$	2,811,861		$	211,459

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Note 15\nFair Value Measurements

The\nfollowing tables present fair value information as of December 31, 2025, and December 31, 2024. The Company’s financial liabilities\nthat were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company\nutilized to determine such fair value:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

December 31, 2025	Fair Value		(Level 1)			(Level 2)		(Level 3)
Liabilities:
Quantum Convertible Note, related party	$	351,307		$	—		$	—	$	351,307
Common stock issuance obligation	$	18,941		$	18,941		$	—	$	—
May 2025 Convertible Note	$	361,821		$	—		$	—	$	361,821

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

December 31, 2024	Fair Value		(Level 1)			(Level 2)		(Level 3)
Liabilities:
Exchange Note	$	1,499,000		$	—		$	—	$	1,499,000
Equity line of credit	$	80,000		$	—		$	—	$	80,000
Quantum Convertible Note, related party	$	3,248,000		$	—		$	—	$	3,248,000
September 2024 Convertible Note	$	2,094,000		$	—		$	—	$	2,094,000
Common stock issuance obligation	$	69,621		$	69,621		$	—	$	—

Measurement

Quantum\nConvertible Note

The\nCompany established the initial fair value for the Quantum Convertible Note as of June 25, 2024, which was the date the Quantum Convertible\nNote was funded. As of December 31, 2025, and December 31, 2024, the fair value was remeasured. As such, the Company used the Monte Carlo\nmodel (“MCM”) that fair values the debt. The MCM was used to value the Quantum Convertible Note for the initial periods and\nsubsequent measurement periods. The initial value in excess of proceeds on June 25, 2024, was recognized in the statement of operations\nunder loss on issuance of financial instruments. The change in fair value between December 31, 2024, and December 31, 2025, was recognized\nin the statement of operations under change in fair value of financial instruments.

The\nQuantum Convertible Note was classified within Level 3 of the fair value hierarchy at December 31, 2025, and December 31, 2024, due to\nthe use of unobservable inputs. The key inputs into the MCM model for the Quantum Convertible Note were as follows at December 31, 2025,\nand at December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Risk-free interest rate		3.53	%			4.20	%
Expected term (years)		0.50				1.50
Volatility		95.22	%			138.00	%
Stock price	$	29.60			$	108.80
Debt discount rate*		—	%			9.30	%

\n\n

These\nassumptions are not used for valuation of Quantum Convertible Note as of December 31, 2025.

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Extension\nNote - Bifurcated Derivative

The\nCompany established the initial fair value for the Extension Note Bifurcated Derivative as of June 24, 2024, the date the Business\ncombination closed. The Extension Note and the Extension Note Bifurcated Derivative were settled on June 30, 2024. The Company used a\nDiscounted Cash Flow model (“DCF”) that fair values the early termination/repayment features of the debt. The DCF was used\nto value the Extension Note Bifurcated Derivative for the initial measurement.

The\nExtension Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date, due to\nthe use of unobservable inputs. The key inputs into the DCF model for the Extension Note Bifurcated Derivative were as follows at June\n24, 2024:

	June 24, 2024
CCC bond rates		14.36	%
Expected term (years)		<0.1

Additional\nBridge Notes

The\nCompany established the initial fair value for the Additional Bridge Notes as of June 24, 2024, the date the Business Combination closed.\nThe Company used the MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the Additional\nBridge Note for the initial periods as well as just prior to the conversion transactions during the year ended December 31, 2024, which\noccurred on August 2, 2024 and November 26, 2024, respectively. The change in fair value between initial measurement and the final conversion\nand settlement of the Additional Bridge Notes was recognized in the consolidated statement of operations under change in fair value of\nfinancial instruments.

The\nAdditional Bridge Notes were classified within Level 3 of the fair value hierarchy at September 30, 2024 and June 24, 2024\ndue to the use of unobservable inputs. The key inputs into the MCM model for the Additional Bridge Notes were as follows at November\n26, 2024. August 2, 2024, and June 24, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	November 26, 2024			August 2, 2024			June 24, 2024
Risk-free interest rate		4.33	%			4.35	%		5.42	%
Expected term (years)		0.66				0.98			0.91
Volatility		173.00	%			103.00	%		110.00	%
Stock price	$	162.40			$	340.00		$	968.80
Debt discount rate		36.40	%			40.60	%		41.12	%

Exchange\nNote

The\nCompany established the initial fair value for the Exchange Note as of June 24, 2024, the date the Business combination closed. As of\nDecember 31, 2024, the fair value was remeasured. The Company uses the MCM that fair values the early termination/repayment features\nof the debt. The MCM was used to value the Exchange Note for the initial periods and subsequent measurement periods up to December 31,\n2024. The change in fair value was recognized in the statement of operations under change in fair value of financial instruments.

During\nthe year ended December 31, 2025, the Exchange Note was fully converted in accordance with its contractual terms. As a result, the Exchange\nNote was not subject to fair value remeasurement at December 31, 2025.

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The\nExchange Note was classified within Level 3 of the fair value hierarchy at December 31, 2024, due to the use of unobservable inputs.\nThe key inputs into the valuation models for the Exchange Note were as follows at December 31, 2025, and December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Risk-free interest rate		—	%			4.08	%
Expected term (years)		—				0.98
Volatility		—	%			156.00	%
Stock price	$	—			$	108.80
Debt discount rate		—	%			42.50	%

ELOC/Purchase\nAgreement

The\nCompany established the initial fair value for the ELOC Agreement as of June 24, 2024, the date the Business combination closed. As of\nDecember 31, 2024, the fair value was remeasured. As such, the Company used the MCM that fair values the early termination/repayment\nfeatures of the debt. The MCM was used to value the ELOC Agreement for the initial periods and subsequent measurement periods. The change\nin fair value was recognized in the consolidated statement of operations under change in fair value of financial instruments.

During\nthe year ended December 31, 2025, the ELOC Agreement was terminated and is no longer outstanding. As a result, the ELOC Agreement was\nnot subject to fair value remeasurement as at December 31, 2025.

The\nELOC Agreement was classified within Level 3 of the fair value hierarchy at December 31, 2024, due to the use of unobservable inputs.\nThe key inputs into the MCM model for the ELOC Agreement were as follows at December 31, 2025, and at December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Risk-free interest rate		—	%			4.26	%
Expected term (years)		—				2.51
Volatility		—	%			124.00	%
Stock price	$	—			$	108.80

September\n2024 Convertible Note

The\nCompany established the initial fair value for the September 2024 Convertible Note as of September 30, 2024, which was the date the note\nwas funded. As of December 31, 2024, the fair value was remeasured. For December 31, 2024, the Company used a probability-weighted\nscenario model that accounts for three scenarios, (a) repayment in accordance with terms of the note through maturity, (b) the occurrence\nof a change in control, and (c) the occurrence of event of default. Under the repayment at maturity scenario, the Company considers the\npotential settlement value of the September 2024 Convertible Note based on the defined repayment schedule. On each repayment date, the\nanalysis considers whether the holder would exercise its conversion option in relation to the principal to be repaid, in the event that\nthe value obtained upon conversion would exceed the value of the cash payable per the repayment schedule. Under a default scenario, the\nCompany estimates that the lender would recover approximately 44% of the principal outstanding. Due to the arm’s-length nature\nof the transaction, the note is calibrated at issuance using a discount percentage, such that the value of the note is equal to the proceeds\nreceived from the investor, and the additional instruments issued (warrants and shares of common stock) were considered equity sweeteners).

The\nchange in fair value was recognized in the consolidated statements of operations under change in fair value of financial instruments.

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The\nSeptember 2024 Convertible Note was classified within Level 3 of the fair value hierarchy at December 31, 2024, due to the use of unobservable\ninputs. The key inputs into the valuation models for the September 2024 Convertible Note were as follows at December 31, 2025, and\nDecember 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Risk-free interest rate		—	%			4.27	%
Expected term (years)		—				4.75
Volatility		—	%			113.00	%
Stock price	$	—			$	108.80
Market discount rate		—	%			8.22	%

Common\nStock Issuance Obligation

The\nCompany established the initial fair value for the common stock issuance obligation to certain employees of the historical iDoc entity\nas of June 24, 2024, the date the Business Combination closed. As of December 31, 2025, and December 31, 2024, the fair value\nwas remeasured. As the obligation is to issue shares of the Company’s common stock, the Company estimated the fair value of the\nobligation based on the shares of common stock expected to be issued and the closing price of the Company’s common stock on the\ndate of the fair value measurement. As the key inputs into this fair value estimate are observable, the Company classified the common\nstock issuance obligation within Level 1 of the fair value hierarchy as of December 31, 2025, and December 31, 2024. The change in fair\nvalue between December 31, 2024, and December 31, 2025, was recognized as compensation expense within cost of revenues in the\nconsolidated statement of operations.

March\n2025 Convertible Note

The\nCompany established the initial fair value for the March 2025 Convertible Note as of March 20, 2025, which was the date the March 2025\nConvertible was funded. As such, the Company used the MCM that fair values the debt. The MCM was used to value the March 2025 Convertible\nNote for the initial periods and subsequent measurement periods. The change in fair value between was recognized in the consolidated\nstatement of operations under change in fair value of financial instruments.

During\nthe year ended December 31, 2025, the March 2025 Convertible Note was fully converted in accordance with its contractual terms. As a\nresult, the March 2025 Convertible Note was not subject to fair value remeasurement at December 31, 2025.

The\nMarch 2025 Convertible Note was classified within Level 3 of the fair value hierarchy as of March 20, 2025, due to the use of unobservable\ninputs. The key inputs into the MCM model for the March 2025 Convertible Note were as follows at December 31, 2025, and at March 20,\n2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			March 20, 2025
Risk-free interest rate		—	%			4.06	%
Expected term (years)		—				0.72
Volatility		—	%			115.61	%
Stock price	$	—			$	96.00

May\n2025 Convertible Note

The\nCompany established the initial fair value for the May 2025 Convertible Note as of May 30, 2025, which was the date the May 2025 Convertible\nwas funded. As of December 31, 2025, the fair value was remeasured. As such, the Company used the MCM that fair values the debt. The\nMCM was used to value the May 2025 Convertible Note for the initial periods and subsequent measurement periods.

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The\nMay 2025 Convertible Note was classified within Level 3 of the fair value hierarchy as of May 30, 2025, and December 31, 2025, due to\nthe use of unobservable inputs. The key inputs into the MCM model for the March 2025 Convertible Note were as follows at December 31,\n2025, and at May 30, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			May 30, 2025
Risk-free interest rate		3.67	%			4.27	%
Expected term (years)		0.08				0.34
Volatility		46.18	%			102.79	%
Stock price	$	30.40			$	99.20

Level\n3 Changes in Fair Value

The\nchange in the fair value of the Level 3 financial liabilities for the period from December 31, 2023, through December 31, 2024 is summarized\nas follows:

	Extension\n \n Note \n Bifurcated \n Derivative			Exchange \n Note			Quantum \n Convertible \n Note		Additional \n Bridge \n Notes		ELOC			ELOC \n Commitment \n Fee Note			September \n 2024 \n Convertible \n Note		Total
Fair\n value as of December 31, 2023	$	—			$	—		$	—		$	—			$	—		$	—		$	—		$	—
Fair\n value as of June 24, 2024		33,000				6,155,925			—			466,646				694,512			—			—			7,350,083
Initial\n fair value at issuance		—				—			4,618,234			—				—			595,000			2,000,000			7,213,234
Settlement\n of Extension Note		(33,000	)			—			—			—				—			—			—			(33,000	)
Repayment\n on Notes		—				(61,429	)		—			(52,680	)			—			—			(38,889	)		(152,998	)
(Gain)\n Loss due to extinguishment of debt		—				—			—			—				—			(5,000	)		—			(5,000	)
Shares\n issued upon conversions of portion of notes		—				(1,067,740	)		—			(140,417	)			—			(79,500	)		—			(1,287,657	)
(Gain)\n Loss on change in fair value		—				(3,527,756	)		(1,370,234	)		(273,549	)			(614,512	)		(510,500	)		132,889			(6,163,662	)
Fair\n value as of December 31, 2024	$	—			$	1,499,000		$	3,248,000		$	—			$	80,000		$	—		$	2,094,000		$	6,921,000

The\nchange in the fair value of the Level 3 financial liabilities for the period from December 31, 2024, through December 31, 2025, is summarized\nas follows:

	Quantum								September 2024		March 2025			May 2025
	Convertible Note			Exchange Note			ELOC		Convertible Note		Convertible Note			Convertible Note			Total
Fair value as of December 31, 2024	$	3,248,000			$	1,499,000		$	80,000		$	2,094,000			$	—		$	—	$	6,921,000
Initial fair value at issuance		—				—			—			—				108,696			216,871		325,567
Conversion		(4,936,550	)			(1,739,840	)		—			(3,732,827	)			(303,053	)		—		(10,712,270	)
Additions to principal		380,000				—			—			—				—			62,500		442,500
Interest accrued		1,197,203				222,189			—			629,592				23,350			17,341		2,089,675
Issuance discount		—				—			—			—				(8,696	)		—		(8,696	)
Repayment on notes		—				—			—			(77,778	)			—			—		(77,778	)
Write-off		—				—			(80,000	)		—				—			—		(80,000	)
Gain on change in fair value / extinguishment of debt		462,654				18,651			—			1,087,013				179,703			65,109		1,813,130
Fair value as of December 31, 2025	$	351,307			$	—		$	—		$	—			$	—		$	361,821	$	713,128

Transfers\nto/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.\nThere were no transfers to or from the various levels for the years ended December 31, 2025, and December 31, 2024.

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Note\n16 Subsequent Events

The\nCompany has evaluated subsequent events from the date of the consolidated balance sheet as of December 31, 2025 through the date of the\nrelease of the consolidated financial statements.

Settlement\nof Frost Bank Obligations

On\nJanuary 15, 2026, the Company entered into a settlement agreement with Frost Bank related to its outstanding loan obligations. Pursuant\nto the settlement, the Company paid $1,197,891 to the bank on January 15, 2026, in consideration for the release of certain judgment liens.\nUpon payment, the settlement fully resolved all outstanding amounts owed to the bank, including accrued liabilities, capital lease obligations,\namounts outstanding under a line of credit issued on and a note payable issued on November 29, 2021.

Settlement\nof Encompass Purchase Liability

On\nFebruary 16, 2026, the Company entered into a settlement agreement to fully settle the Encompass Purchase liability for an aggregate\namount of $650,000. The settlement consists of (i) a cash payment of $50,000, (ii) issuance of Company shares with an aggregate fair\nvalue of $400,000, and (iii) assignment of a loan liability of $200,000. The Company determined that this settlement represents an adjusting\nsubsequent event, as it provides additional evidence about conditions that existed as of the balance sheet date, and accordingly, the\nconsolidated financial statements have been adjusted to reflect the settlement.

GMRx\nStock Purchase Agreement

On\nJanuary 16, 2026, the Company entered into a Stock Purchase Agreement with GoMyRx, Inc., a Wyoming corporation (“GMRx”) and\nGo Biz Holdings, LLC, a Wyoming limited liability company (“GBiz”), pursuant to which the Company agreed to purchase $2.0\nmillion of shares of GMRx’s common stock, par value $0.001 per share (the “GMRx Shares”), from GBiz in a private transaction\npursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities\nAct”), and Rule 506 of Regulation D promulgated thereunder, representing a ten percent (10%) ownership interest in GMRx. The GMRx\nShares bear a restrictive legend and may not be sold, transferred or otherwise disposed of unless in compliance with the requirements\nof the Securities Act and applicable state securities laws.

GMRx\nis a digital prescription fulfillment platform and affiliate company of the GoMyDocs healthcare ecosystem. The Company had previously\nentered into a managed services agreement with GMRx pursuant to which the Company agreed to provide GMRx with certain services, including\nbut not limited to, platform administration, customer and user support, third-party vendor coordination and reporting/governance.

Stockholder\nApproval of Private Placement

On November 25, 2025, the\nCompany and Armistice entered into a securities purchase agreement, pursuant to which the Company agreed to sell to Armistice an aggregate\nof 122,951 shares of its common stock (the “Private Placement Shares”) or pre-funded warrants exercisable for $0.008 per share\nin lieu thereof (“Pre-Funded Warrants”), and accompanying common warrants to purchase up to 245,902 shares of common stock\n(the “Private Placement Warrants”) in a private placement (the “Private Placement Offering”), for gross proceeds\nof approximately $6 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price\nper Private Placement Share (or Pre-Funded Warrant) and the accompanying Private Placement Warrants were $48.80. The Private Placement\nWarrants are exercisable immediately following receipt of stockholder approval for the issuance of the Private Warrants and the shares\nof Common Stock underlying the Private Placement Warrants (such approval, “Stockholder Approval”) and have an exercise price\nof $48.80 per share, subject to adjustment for customary events such as stock splits and fundamental transactions. The Private Placement\nWarrants will expire five years from their initial exercise date. The closing of the Private Placement Offering occurred on December 1,\n2025.

On March 2, 2026, the Company\nreceived Stockholder Approval at a special meeting of stockholders, pursuant to which the Company’s stockholders approved, in accordance\nwith Nasdaq Stock Market, LLC Listing Rule 5635(d), the issuance of up to 245,902 shares of the Company’s common stock issuable\nto the Private Placement Investor upon exercise of the Private Placement Warrants.

Nasdaq\nMinimum Bid Price Non-Compliance

On March 27, 2026, the Company\nreceived written notification from Nasdaq Listing Qualifications Staff that, while the Company had not regained compliance with the minimum\n$1.00 bid price per share requirement by the initial March 23, 2026 deadline, the Company has been granted an additional 180-calendar-day\ncompliance period, or until September 21, 2026, to regain compliance, during which the Company intends to cure the deficiency by effecting\na reverse stock split, if necessary. If the Company fails to regain compliance by September 21, 2026, its securities will be subject to\ndelisting, subject to the Company's right to appeal to a Nasdaq Hearings Panel. There can be no assurance that the Company will be successful\nin regaining compliance within the allotted period.

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$\"\"$

VSee\nHealth, Inc.

Up to 3,540,000 Shares of Common Stock

PRELIMINARY\nPROSPECTUS

,\n2026

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PART II

INFORMATION\nNOT REQUIRED IN PROSPECTUS

Item 13.\nOther Expenses of Issuance and Distribution.

The\nfollowing is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities\nbeing registered hereby.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Amount to be Paid
SEC registration fee	$	432.71
Accounting fees and expenses		27,500.00
Legal fees and expenses		40,000.00
Miscellaneous fees and expenses		–
Total	$	67,932.71

Item 14.\nIndemnification of Directors and Officers.

Section 102\nof the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation\nto the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for breaches of the\ndirector’s duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or which involve intentional\nmisconduct or a knowing violation of a law, authorizations of the payments of a dividend or approval of a stock repurchase or redemption\nin violation of Delaware corporate law or for any transactions from which the director derived an improper personal benefit. Our certificate\nof incorporation will provide that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary\nduties as a director, subject to the same exceptions as described above. We also expect to maintain standard insurance policies that\nprovide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful\nact and (2) to us with respect to indemnification payments we may make to such officers and directors.

Section 145\nof the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee,\nor agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses\n(including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in\nconnection with a threatened, pending, or completed action, suit or proceeding to which he or she is or is threatened to be made a party\nby reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed\nto the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct\nwas unlawful, except that, in the case of actions brought by or in the right of the corporation, indemnification is limited to expenses\n(including attorneys’ fees) actually and reasonably incurred by the person in connection with defense or settlement of such action\nor suit and no indemnification shall be made with respect to any claim, issue, or matter as to which such person shall have been adjudged\nto be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that,\ndespite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled\nto indemnity for such expenses which the Court of Chancery or such other court shall deem proper. In addition, to the extent that a present\nor former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding\ndescribed above (or claim, issue, or matter therein), such person shall be indemnified against expenses (including attorneys’ fees)\nactually and reasonably incurred by such person in connection therewith. Expenses (including attorneys’ fees) incurred by an officer\nor director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be advanced by the corporation\nupon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to\nindemnification by the corporation under Section 145 of the General Corporation Law of the State of Delaware. Our amended and restated\ncertificate of incorporation will provide that we will, to the fullest extent permitted by law, indemnify any person made or threatened\nto be made a party to an action or proceeding by reason of the fact that he or she (or his or her testators or intestate) is or was our\ndirector or officer or serves or served at any other corporation, partnership, joint venture, trust or other enterprise in a similar\ncapacity or as an employee or agent at our request, including service with respect to employee benefit plans maintained or sponsored\nby us, against expenses (including attorneys’), judgments, fines, penalties and amounts paid in settlement incurred in connection\nwith the investigation, preparation to defend, or defense of such action, suit, proceeding, or claim. However, we are not required to\nindemnify or advance expenses in connection with any action, suit, proceeding, claim, or counterclaim initiated by us or on behalf of\nus. Our amended and restated bylaws will provide that we will indemnify and hold harmless each person who was or is a party or threatened\nto be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was our director or officer, or is or\nwas serving at our request in a similar capacity of another corporation, partnership, joint venture, trust or other enterprise, including\nservice with respect to employee benefit plans (whether the basis of such action, suit, or proceeding is an action in an official capacity\nas a director or officer or in any other capacity while serving as a director of officer) to the fullest extent authorized by the Delaware\nGeneral Corporation Law against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes,\nor penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding,\nand this indemnification continues after such person has ceased to be an officer or director and inures to the benefit of such person’s\nheirs, executors and administrators. The indemnification rights also include the right generally to be advanced expenses, subject to\nany undertaking required under Delaware General Corporation Law, and the right generally to recover expenses to enforce an indemnification\nclaim or to defend specified suits with respect to advances of indemnification expenses.

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Item 15.\nRecent Sales of Unregistered Securities.

The\nfollowing sets forth information regarding all unregistered securities sold by the registrant in the three years preceding the date\nof this registration statement. This information has been retroactively adjusted to reflect the reverse stock splits for all periods\npresented. Unless otherwise indicated, all issuances of shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of\nthe Securities Act of 1933, as amended (the “Securities Act”) and/or 506(b) of Regulation D promulgated under the Securities\nAct, and no underwriting discounts or commissions were paid with respect to the issuance of the securities.

Pursuant to certain securities\npurchase agreements entered into on November 21, 2023, (the “Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or\niDoc with certain lenders of each of DHAC, VSee Lab and iDoc, certain indebtedness of each of DHAC, VSee Lab and iDoc was converted into\nshares of Series A Preferred Stocks of VSee. On June 24, 2024, upon Business Combination Closing, the Company issued in aggregate\n1,788 Series A Preferred Stock to such lenders. Such Series A Preferred Stocks are convertible into shares of the Company Common\nStock.

Pursuant to certain securities\npurchase agreements entered into on November 21, 2023 and as further amended and restated on February 13, 2024, by and among\nDHAC, VSee Lab and/or iDoc and certain lenders (including the Bridge Investor), following assumption and conversion of the underlying\nloans, on June 24, 2024, upon the Business Combination Closing, the Company issued 11,157 shares of Common Stock to such lenders.

Pursuant to the exchange agreement\nentered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company consummated the exchange of the Bridge Note (excluding\n$600,000 of the respective VSee Lab Bridge Note and the iDoc Bridge Note) with an aggregate principal value of $2,523,744.29 (the\n“Exchange Note”). On June 24, 2024, upon Business Combination Closing, the Company issued the Exchange Note to the\nBridge Investor. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of the Company\nCommon Stock at a fixed conversion price of $800.00 per share.

Pursuant to the convertible\nnote purchase agreement (the “Quantum Purchase Agreement”) entered by and between DHAC and an institutional and accredited\ninvestor (the “Quantum Investor”) on November 21, 2023, the Company issued and sold to the Quantum Investor a 7% original\nissue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 on June 25,\n2024 and as further amended on July 3, 2024. The Quantum Note will bear interest at a rate of 12% per annum and is convertible\ninto shares of the Company Common Stock at (1) a fixed conversion price of $800.00 per share; or (2) 85% of the lowest daily\nVWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion\nor other date of determination.

On November 21, 2023,\nDHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with an institutional and accredited investor\npursuant to which the Company may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000\nof its newly issued shares of the Company’s Common Stock, from time to time over a 36-month period beginning from the sixth (6th)\ntrading day following the Business Combination Closing transaction. In connection with the Equity Purchase Agreement, on July 2,\n2024, the Company issued a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company’s\nCommon Stock at an initial price of $800.00 per share to the investor.

On September 30, 2024,\nthe Company entered into the Ascent Purchase Agreement with Ascent, who is an affiliate of the Bridge Investor. Pursuant to the Ascent\nPurchase Agreement, the Company agreed to issue Ascent the Ascent Note in the aggregate original principal amount of $2,222,222.22,\nwhich was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Ascent Note bears interest\nat a rate of 10.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $160.00 per\nshare. The Ascent Note is convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue\ndate and matures on March 30, 2026. On March 20, 2025, the parties to the Ascent Purchase Agreement entered