VSEE Health, Inc. Files Form 8-K: Stock Purchase Agreement and Key Company Updates

VSEE Health, Inc. (NASDAQ: VSEE), an emerging growth company, has filed a Form 8-K with the Securities and Exchange Commission (SEC), reporting significant updates that are highly relevant for shareholders and investors.

Key Highlights from the Report

• Filing Date and Document Type: VSEE Health, Inc. filed the Form 8-K on February 19, 2026, with the reported event dated December 26, 2025. Form 8-Ks are used for disclosing unscheduled material events or corporate changes.
• Securities Registered:
  • Common Stock: \$0.0001 par value per share, trading under the symbol VSEE on NASDAQ.
  • Warrants: Entitle the holder to purchase one share of common stock at \$11.50 per whole share, trading under the symbol VSEEW on NASDAQ.
• Emerging Growth Company Status: The company has confirmed its status as an emerging growth company as outlined by Rule 405 of the Securities Act and Rule 12b-2 of the Securities Exchange Act, giving it certain regulatory advantages, but also signaling its stage of development.

Material Event: Stock Purchase Agreement with Go My Rx, Inc.

One of the most price-sensitive disclosures in the filing is the Stock Purchase Agreement entered on January 16, 2026, involving:

• Go My Rx, Inc. (a Wyoming corporation)
• Go Biz Holdings, LLC (a Wyoming LLC, as Seller)
• Purchasers: Multiple parties listed in Exhibit A to the agreement

Key terms of the Stock Purchase Agreement include:

• Purchase and Sale of Shares: The Seller is issuing and selling shares of Go My Rx, Inc. to the Purchasers. The transaction involves a significant capital consideration — for example, VSEE Health, Inc. is recorded as purchasing \$2,000,000 worth of stock.
• Purchaser Representations: Each purchaser affirms:
  • They have authority to enter the agreement.
  • They are acquiring shares for investment, not immediate resale.
  • They understand the shares are not registered under the Securities Act of 1933 and may only be sold or transferred in compliance with applicable securities laws.
  • They are “accredited investors” under Rule 501(a) of Regulation D.
  • They have received and reviewed the company’s bylaws and accept to be bound by them.
• Legend on Shares: If shares are issued in certificated form, they will carry a restrictive legend indicating they are not registered and subject to transfer limitations.
• Due Diligence: Purchasers acknowledge having had the opportunity to perform due diligence and are relying on their own investigation and the seller’s representations.
• Exemption from Registration: The transaction is structured to qualify for exemption under Section 4(a)(2) of the Securities Act and Rule 506.
• Governing Law: The agreement is governed by Delaware law.
• Vesting: All shares are fully vested as of the effective date.
• Tax Matters: Purchasers are advised to consult their own tax advisors, and may consider an 83(b) election if applicable.
• Entire Agreement, Amendment, and Counterparts: The agreement represents the full and exclusive understanding between the parties, and amendments require a written instrument signed by the Company and a majority of Purchasers.

Why This Matters for Shareholders

• Significant Capital Move: The \$2 million stock purchase by VSEE Health, Inc. in Go My Rx, Inc. could represent a strategic investment or acquisition, potentially expanding VSEE’s business portfolio, capabilities, or revenue streams. This transaction could materially affect VSEE Health, Inc.’s valuation and business outlook.
• Regulatory and Compliance Signals: The shares purchased are restricted and not registered under the Securities Act, which could influence liquidity and market expectations regarding future capital raises or secondary offerings.
• Emerging Growth Company Status: VSEE’s confirmation of its emerging growth company status may attract or deter certain institutional investors, as the company may be subject to less stringent reporting requirements.
• Potential M&A Activity: The nature of the agreement and the parties involved may indicate the potential for further merger or acquisition activities, strategic partnerships, or expansion into new markets.

Other Notable Disclosures

• No Written Communications, Soliciting Material, or Tender Offer: The company did not file the 8-K as written communications under Rule 425, soliciting material under Rule 14a-12, or pre-commencement tender offer communications under Rules 14d-2(b) or 13e-4(c). This focuses the filing on the stock purchase transaction as the material event.

Conclusion

Shareholders and potential investors should closely monitor VSEE Health, Inc. for further details on the operational and financial impact of this transaction with Go My Rx, Inc. The company’s actions and disclosures suggest a strategic move that could materially affect its business direction and share value.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Investors should review company filings in full and consult professional advisors before making investment decisions. All forward-looking statements involve risk, and actual results may differ materially.

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