UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Managed Services Agreement
On December 26, 2025, VSee Health, Inc., a Delaware Corporation (the “Company”) and iDoc Virtual Telehealth Solutions, Inc., a Texas Corporation and wholly-owned subsidiary of the Company, entered into a Managed Services Agreement with GoMyRx, Inc., a Wyoming corporation (“GMRx”), a digital prescription fulfillment platform and affiliate company of the GoMyDocs healthcare ecosystem (the “MSA”). Pursuant to the MSA, the Company has agreed to provide GMRx with certain services, including but not limited to, platform administration, customer and user support, third-party vendor coordination and reporting/governance (the “Services”). The Company will invoice GMRx monthly for actual expenses incurred in performing the Services, plus ten percent (10%). The MSA expires on December 26, 2027 (the “Termination Date”) and the Company and GMRx each have the right to extend the term on a month-to-month basis for an additional six (6) months by providing written notice to the other party prior to the Termination Date. Additionally, GMRx has the right, at any time during the term of the MSA, to terminate the MSA with twenty (20) days written notice to the Company.
Stock Purchase Agreement
On January 16, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GMRx and Go Biz Holdings, LLC, a Wyoming limited liability company (“GBiz”), pursuant to which the Company agreed to purchase from GBiz $2.0 million of shares of GMRx’s common stock (the “Shares”) in a private transaction pursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, representing a ten percent (10%) ownership interest in GMRx. The Shares bear a restrictive legend and may not be sold, transferred or otherwise disposed of unless in compliance with the requirements of the Act and applicable state securities laws.
The foregoing descriptions of the MSA and Purchase Agreement are not complete and are qualified in their entirety by the full texts of the MSA and Purchase Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Managed Services Agreement, dated as of December 26, 2025, by and among GoMyRx, Inc. and VSee Health, Inc. | |
| 10.2 | Stock Purchase Agreement, dated January 16, 2026, by and among GoMyRx, Inc., Go Biz Holdings, LLC and VSee Health, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 19, 2026 | VSEE HEALTH, INC. | |
| By: | /s/ Imoigele Aisiku | |
| Name: | Imoigele Aisiku | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 10.1
MANAGED SERVICES AGREEMENT
This MANAGED SERVICES AGREEMENT (this “Agreement”), dated as of December 26, 2025, is made by and among GoMyRx (“Seller” or “GMRx”), and VSEE HEALTH Inc., a Florida corporation (“VSEE”) and iDoc Virtual Telehealth Solutions, Inc (iDoc) as “Buyer”. Each of Seller and VSEE and iDoc is sometimes referred to herein as a “Party” and together, as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in that certain Stock Purchase Agreement of even date herewith, by and among the Seller and VSEE (the “Purchase Agreement”).
WHEREAS, GMRx and VSEE/iDoc have entered into the Purchase Agreement, pursuant to which VSEE has agreed to purchase from GMRx, Ten (10%) percent of the capital stock seller (the “Business”); and
WHEREAS, Seller wishes to retain VSee to assist in certain aspects of the operation of the Business for the Term (as defined below) pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth below and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:
1. Definitions. In this Agreement:
“Services” shall have the meaning set forth in Section 2.1.
“Statement of Work” shall mean Exhibit A attached hereto.
The terms and conditions of this Agreement shall be read harmoniously with those of the Purchase Agreement, and in the event of any inconsistency between the terms of this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall prevail.
2. Scope of Agreement.
2.1 Performance of Services. VSee shall, subject to the terms and provisions of this Agreement, provide or cause to be provided to Seller, the services described in the Statement of Work (the “Services”). If VSee delegates any of its responsibilities under this Agreement to any of its affiliates, or uses subcontractors in the performance of the Services, VSee shall remain fully responsible for the actions and performance, as well as any associated cost or expense, of such affiliate or subcontractor, in each case to the extent VSee would be responsible hereunder if performing such obligations itself.
2.2 Capacity, Standards and Performance. VSee warrants to Seller that it has the capacity to enter into this Agreement on the terms herein contained. VSee shall perform its obligations under this Agreement in a professional and workman-like manner reasonably acceptable to Seller and in a manner similar to the manner in which Seller had previously performed such services.
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2.3 Obligations of VSee and Seller.
(a) Access. Seller shall make available on a timely basis to VSee such personnel, files and other information reasonably requested by VSee to the extent necessary to enable the successful provision of the Services and conduct of the Business at all times.
(b) VSee Obligations. Throughout the Term, VSee shall comply with and timely satisfy all regular obligations of the Business.
3. Payment. VSEE invoice Seller for actual expenses, plus ten (10%) percent as set forth in the Statement of Work. Invoices shall be sent on the last day of the month and remit the balance of revenue to Seller.
4. Term and Termination.
4.1 Term. The term of this Agreement (the “Term”) shall commence on the Closing Date and shall terminate two (2) years from the Closing Date (the “Termination Date”), unless sooner terminated as herein provided. Either Party shall have the right to extend the Term on a month-to-month basis for an additional six (6) months by providing written notice prior to the Termination Date.
4.2 Early Termination. At any time during the term of this Agreement, SELLER shall have the right to terminate this Agreement on 20 days written notice, by delivery to VSEE of such written notice of termination of this Agreement, in which case VSee’s obligations to perform the Services shall terminate at the end of such 20 day period. Email notification shall be deemed sufficient for purposes of notification. Seller shall remain obligated to pay VSee in accordance with Section 3 herein, all amounts owed for services provided through the Termination Date.
5. Confidentiality.
5.1 The Parties acknowledge that in performing their respective obligations under this Agreement, each may come into possession of Confidential Information with respect to the other Parties. Except as required by any applicable law, each Party shall, and shall cause its affiliates, officers, directors, members, employees, agents and representatives to keep confidential, and not use or disclose in any manner, without the prior written consent of any other Party, any Confidential Information of such Party; provided, however, that in the event any use or disclosure of such Confidential Information is or becomes required by any applicable law, the Party required to disclose the Confidential Information shall provide to the other Party the content of the proposed disclosure, the reason that such disclosure is required by law, and the time and place that the disclosure will be made at least two business days prior to such disclosure. The Parties will work in good faith to agree upon what, if any, disclosure should be made pursuant to law. This Agreement, its negotiation, and any information disclosed relating to the underlying transaction is strictly confidential and subject to any non-disclosure agreement by and among the parties.
5.2 Without limiting the generality of the foregoing, the Confidential Information of a Party shall be accessible only to those employees or contractors of the other Parties with a need for such access to perform their duties. Employees and contractors having such access shall be advised of the confidentiality of the Confidential Information and shall be obligated to maintain it in the strictest confidence.
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5.3 Upon termination of this Agreement, each Party shall (i) either destroy or return to the other Parties all originals and copies of any and all Confidential Information belonging to the other Parties which may be in its possession or control, and (ii) certify in writing to the other Parties that all originals and copies of such Confidential Information have been destroyed returned to the other Party.
6. Limitation of Liability. Except in cases of fraud or intentional misrepresentation, in no event will any Party or any of its affiliates be liable to any person for any special, incidental, indirect, consequential or exemplary damages of any kind or nature, arising out of or in connection with this Agreement, regardless of the form of action through which such damages are sought, and regardless of whether such Party has been advised of or foresees a possibility of any of such damages occurring. The foregoing shall not impact any remedies of either Party under the Purchase Agreement.
7. General Provisions.
7.1 Interpretation. The provisions of the Statement of Work are hereby incorporated into this Agreement. In the event of any inconsistency between the terms of the Statement of Work and this Agreement, the terms of the Statement of Work shall prevail.
7.2 Severability. If any paragraph, section or portion of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement or the remaining portion of the applicable provision.
7.3 Relationship of the Parties and Employee Status. Seller and VSEE are independent contractors. Nothing in this Agreement shall be interpreted so as to render the Parties partners, joint ventures, trustee/beneficiary, employer/employee, or principal/agent of the other. No Party shall have any authority whatsoever to commit any other Party contractually or otherwise, and no Party shall represent to any Person that it has any authority to do so. All employees and representatives of Seller shall be deemed for all purposes (including compensation and employee benefits) to be employees or representatives solely of Seller, and not to be employees, representatives or independent contractors of VSEE. In performing Seller’s duties hereunder, all such employees and representatives of Seller shall be under the direction, control and supervision of Seller (and not of VSEE) and Seller shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives, subject to compliance with the terms and provisions contained in this Agreement and the Statement of Work. Each Party shall pay all wages, salaries and other amounts due its respective employees and shall be responsible for all obligations respecting them relating to income tax withholdings, unemployment insurance premiums, workers’ compensation, health care and pension plan contributions and other similar responsibilities.
7.4 Entire Agreement. This Agreement contains the complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written except for the Purchase Agreement and any non-disclosure agreement by and among the parties, each of which shall remain in full force and effect and shall co-exist independently with this Agreement. No oral or written representation that is not expressly contained in this Agreement is binding on the Parties. No provision of this Agreement may be changed or waived except by a written amendment duly executed by Seller and VSEE.
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7.5 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.
7.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement or any of the transactions contemplated hereby shall be brought in a court of competent jurisdiction in Broward County, Florida. Each Party each irrevocably and unconditionally submits and consents to the exclusive jurisdiction of such courts for the purposes of any suit, action or other proceeding arising out of this Agreement.
7.7 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt); (b) sent by facsimile (with written confirmation of receipt), provided that a copy is also promptly mailed by registered mail, return receipt requested; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth in the Purchase Agreement.
7.8 Successors and Assignment. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld. The rights and liabilities of the Parties shall bind and inure to the benefit of their successors, receivers, managers, and trustees and permitted assigns.
7.9 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed and delivered this Transition Services Agreement as of the date first written above.
| GOMYRX | ||
| By: | /s/ Garry Westbrook | |
| Name: | Garry Westbrook | |
| Title | CEO GOMYRX, LLC | |
| VSEE | ||
| By: | /s/ Imo Aisiku | |
| Name: | Imo Aisiku | |
| Title | Co-CEO VSee Health, Inc | |
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EXHIBIT A
SELLER TO VSEE MANAGED SERVICES, TERM, AND COST/PRICING
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Exhibit 10.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and among Go My Rx, Inc., a Wyoming corporation (the “Company”), Go Biz Holdings, LLC, a Wyoming limited liability company (“Seller”) and each of the following purchasers listed on Exhibit A (each, a “Purchaser” and collectively, the “Purchasers”).
1. Sale of Shares. Subject to the terms and conditions of this Agreement, the Seller hereby issues and sells to each Purchaser, and each Purchaser hereby purchases from the Seller, that number of shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), for a total purchase price as set forth on Exhibit A (the “Purchase Price”).
2. Payment of Purchase Price. Each Purchaser shall deliver payment of the Purchase Price to the Company on or before the Effective Date by, at the option of each Purchaser, (a) cash, (b) check, (c) wire transfer, and/or (d) contribution of services or property, as described in Exhibit A.
3. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that:
(a) The Company is duly organized, validly existing, and in good standing under the laws of the State of Wyoming.
(b) The Shares, when issued and delivered, will be duly authorized, validly issued, fully paid, and non-assessable, free and clear of all liens imposed by the Company, other than restrictions on transfer imposed by this Agreement.
(c) The execution, delivery, and performance of this Agreement (i) have been duly authorized by all necessary corporate action, (ii) does not contravene the terms of its organizational documents or any amendment thereof and (iii) will not violate, conflict with or result in any breach or contravention of any of its contractual obligations, or any order or decree directly relating to it.
4. Representations and Warranties of the Seller. Seller represents and warrants to each Purchaser that:
(a) Seller is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of formation.
(b) Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) The execution, delivery, and performance by Seller have been duly authorized by all necessary organizational action.
(d) Seller is the sole record and beneficial owner of the Shares, free and clear of all liens other than restrictions under applicable securities laws.
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(e) Upon Closing, Buyer will acquire good and valid title to the Shares, free and clear of all liens (other than restrictions under applicable securities laws), assuming Buyer has delivered the Purchase Price pursuant to Section 2.
(f) The execution, delivery, and performance by Seller of this Agreement do not and will not (i) violate Seller’s organizational documents, or (ii) violate any applicable law or order binding on Seller, except where any such violation would not reasonably be expected to be material to Seller’s ability to timely consummate the transactions contemplated hereby.
(g) To Seller’s knowledge, no consent, approval, authorization, or permit of, or filing with, any governmental authority is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement, except (i) as may be required under applicable securities laws, and (ii) those that, if not obtained, would not reasonably be expected to be material to Seller’s ability to timely consummate the transactions.
5. Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company that:
(a) Such Purchaser has full power and authority to enter into this Agreement.
(b) Such Purchaser is acquiring the Shares for investment for its own account and not with a view to resale in violation of securities laws.
(c) Such Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold or otherwise transferred except pursuant to a valid exemption or registration.
(d) Each Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act.
(e) Such Purchaser has been provided a copy of the Company’s Bylaws in effect at the time of execution, and such purchaser has read the Bylaws and agrees to be bound by the Bylaws.
6. Legend. If shares are issued in certificated form, certificates or records representing the Shares shall bear a legend substantially in the following form:
“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Act”). They may not be sold, transferred, or otherwise disposed of except in compliance with said Act and applicable state securities laws.”
7. Due Diligence. Each Purchaser acknowledges that it has had adequate opportunity to ask questions of, and receive answers from, Seller and the Company regarding the Company and the transactions contemplated hereby, and to obtain such additional information as Purchaser has deemed necessary to verify the accuracy of the representations and warranties expressly made herein. Purchaser is relying solely on such representations and warranties and its own investigation in connection with its decision to purchase the Shares.
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8. No Public Offering Intent. Each Purchaser acknowledges that the issuance of the Shares is intended to qualify for the exemption from registration under Section 4(a)(2) of the Act and Rule 506 promulgated thereunder.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
10. Vesting. All Shares purchased by the Purchasers shall be fully vested as of the Effective Date.
11. Tax Matters. Each Purchaser acknowledges that the Shares may be subject to income tax and agrees to consult its own tax advisor. Each Purchaser may elect to file an election under Section 83(b) of the Internal Revenue Code within thirty (30) days of the Effective Date, if applicable.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
13. Amendment and Waiver. This Agreement may be amended or waived only by a written instrument signed by the Company and Purchasers holding a majority of the Shares issued hereunder.
14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the Effective Date.
COMPANY
| Go My Rx, Inc., a Wyoming corporation | ||
| /s/ Garry Westbrook | ||
| By: | Garry Westbrook | |
| Its: | Authorized Agent | |
| Date: 2026-01-12 | ||
| SELLER | ||
| Go Biz Holdings, LLC, a Wyoming limited | ||
| liability company | ||
| /s/ George T. Blackmore | ||
| By: | George T. Blackmore, Esq. | |
| Its: | Authorized Agent | |
| Date: 2026-01-12 | ||
| PURCHASER | ||
| VSEE Health Inc., a Delaware corporation, | ||
| /s/ Imoigele Aisiku | ||
| By: | Imoigele Aisiku | |
| Its: | Co-Ceo VSee Health Inc | |
| Date: 1/16/2026 | ||
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EXHIBIT A
| Purchaser | Number of Shares | Price per Share | Total Purchase Price | Consideration Type | ||||||||
| VSEE Health Inc. | $ | 2,000,000 | Stock | |||||||||
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