Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Standby Equity Purchase Agreement

On June 2, 2026 (the "Effective Date"), VSee Health, Inc. (the "Company") entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, LTD., a Cayman Islands exempt limited company (the "Investor"). Capitalized terms used herein, but not otherwise defined, have the meaning given to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.1.

Pursuant to the SEPA, and upon the satisfaction of the conditions to the Investor's purchase obligation set forth in the SEPA, including the registration of shares of common stock, $0.0001 par value per share, (the "Common Stock") issuable pursuant to the SEPA for resale, the Company will have the right, from time to time, until June 2, 2029 (unless the SEPA is terminated earlier), to require the Investor to purchase up to $10 million of shares of Common Stock (the "Commitment Amount"), subject to certain limitations and conditions set forth in the SEPA, by delivering written notice to the Investor (an "Advance Notice").

The Company may, in its sole discretion, select the amount of the Advance that it desires to issue and sell to the Investor in each Advance Notice, subject to a maximum limit equal to 100% of the of the daily volume traded of our Common Stock on the Nasdaq for the five (5) consecutive trading days immediately preceding the delivery of an Advance Notice (the "Maximum Advance Amount"). Pursuant to an Advance Notice, the shares will be issued and sold to the Investor at a per share price equal to 97% of the lowest daily VWAP of the Common Stock during the three (3) consecutive trading days commencing on the date the Advance Notice is deemed delivered pursuant to the terms of the SEPA (the "Pricing Period"), unless otherwise agreed between the Company and Yorkville, other than the daily VWAP on any Excluded Days.

The Company agreed to pay the Investor a structuring fee of $25,000 from the gross proceeds of the first Advance under the SEPA and issue to the Investor 532,481 shares of Common Stock, representing 1.00% of the Commitment Amount divided by the VWAP of the Common Stock during the Trading Day immediately prior to the Effective Date, as a commitment fee (the "Commitment Shares").

Under the applicable Nasdaq listing rules and pursuant to the SEPA, in no event may the Company issue or sell to the Investor shares of Common Stock in excess of 9,715,140 shares of Common Stock (the "Exchange Cap"), which is approximately 19.99% of the shares of Common Stock outstanding immediately prior to the Effective Date, unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap.

In addition, the Company may not issue or sell any shares of Common Stock to the Investor under the SEPA if, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder), it would result in the Investor and its affiliates beneficially owning more than 4.99% of the then-outstanding shares of Common Stock.

The SEPA will automatically terminate on the earliest to occur of (i) June 2, 2029 or (ii) the date on which the Investor has purchased from the Company under the SEPA the Commitment Amount in full. The Company may terminate the SEPA at any time upon five (5) trading days' prior written notice to the Investor, provided that there are no outstanding Advance Notices under which the Company is yet to issue Common Stock and provided that the Company has paid all amounts owed to the Investor pursuant to the SEPA. The Company and the Investor may also agree to terminate the SEPA by mutual written consent. Neither the Company nor the Investor may assign or transfer their respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by the Company or the Investor other than by agreement by both parties.