VSEE HEALTH, INC. 8-K

What Happened

• VSee Health, Inc. announced on June 5, 2026 (8‑K) that on May 31, 2026 it entered into a Stock Purchase Agreement with Milton Chen. Under the agreement Mr. Chen purchased all equity of VSee Lab, Inc. (the Company’s wholly‑owned subsidiary) and, in exchange, transferred all of the VSee Health common stock he owns — 2,870,069 shares — to VSee Health. Mr. Chen resigned as co‑Chief Executive Officer and Chairman of VSee Health effective at the closing.

Key Details

• Closing date: May 31, 2026.
• Share transfer: Milton Chen transferred 2,870,069 shares of VSee Health common stock to the Company.
• Liabilities: Mr. Chen is responsible for causing VSee Lab’s unpaid indebtedness and liabilities at closing to be satisfied; VSee Health remains responsible for liabilities relating to periods or events occurring prior to the closing (with specified exceptions for certain sales/use tax matters).
• Financials: The company filed unaudited pro forma condensed consolidated financial statements reflecting the transaction (pro forma balance sheet as of March 31, 2026 and pro forma statements of operations).

Why It Matters

• Leadership change: The resignation of a co‑CEO and the board chair is a material governance event investors should note for corporate oversight and strategy.
• Business and capital structure: The sale transfers ownership of VSee Lab out of the company and brings 2.87M shares back into the company’s possession; the filing does not state whether those shares will be retired or held as treasury stock. That change, plus the pro forma financials, may affect reported revenue, expenses and balance sheet composition going forward.
• Liability allocation: The agreement shifts responsibility for certain VSee Lab obligations to Mr. Chen while leaving the company responsible for pre‑closing liabilities in many cases — investors should review the pro forma statements and the full Purchase Agreement (Exhibit 10.1) for details.