NASDAQ: VSEEW

To
complement our offerings through VSee Lab, we also provide high acuity patient care solutions through our wholly-owned subsidiary —
iDoc. Through iDoc, we offer. specialty intensive care unit services by providing physician services in the neurology intensive care
unit (neurointensivists), cardiac intensive care unit (surgical and anesthesia intensivists), and medical intensive care units (pulmonary
and critical care intensivists).

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

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VSee
Lab Product Offerings

The
telehealth platform we have created provides a set of building blocks to solve clients’ urgent and growing needs.

Our
“Patient Engagement Solutions” enable our health system customers to create a modern, warm, and productive experience, from
scheduling an in-person appointment to conducting a virtual visit to reviewing the instructions from the physicians. Patients often need
to use a legacy telephone system to engage their healthcare team or use the patient portal from the electronic medical record (EMR) companies
where the user experience is often poor. Our patient engagement solutions deliver high engagement and high value and help our customers
embrace the shift to digital patient experience.

Our
“Clinician Staffing Solutions” enable our health system customers to create a shared coverage model of staffing. Due to a
shortage of clinicians, often times coverage is required to shift to external medical teams where the medical records and notes are passed
back to the hospital clinicians. To address this, we offer a solution where an on-demand, i.e., walk-in, patient can be matched to a
small set of physicians. If one of these physicians takes this patient, the other physicians are notified and they can accept the next
patient in the waiting queue. If all these physicians are busy, our solution will use a hunt group protocol to notify another set of
physicians, until this patient is seen by a physician. This routing system allows a patient to be efficiently routed among the clinicians
directly employed by the hospital as well as routing to external medical groups for additional coverage. Without innovative digital solutions,
hospitals would pay often pay locum tenens nurses and physicians at two times or more the rate of an employed clinician.

Our
“Remote Physical Exam and Remote Patient Monitoring Solutions” allow the streaming of medical devices such as otoscope and
stethoscope to conduct a remote physical exam live. This contrasts with video-only telehealth that does not allow remote exams. In addition,
our solution allows remote patient monitoring where our customers can pull data from blood pressure cuffs, digital scales, etc., to allow
clinicians to monitor a patient remotely. Many existing telehealth tools are limited to only seeing someone via video while our solution
augments the video experience with medical devices. Such capability allows our clients to seamlessly go from text only, audio only, video
only, to full medical device streaming and monitoring.

Our
“AI for telesitter and telenursing Solutions” enable healthcare systems to use AI and remote nurses to augment the staffing
of bedside nurses, thereby minimizing the impact of nursing shortages. Our offering includes remote admission and discharge, asynchronous
and on-demand nursing mentoring, and AI that monitors events in the patient’s room - such as creating virtual fencing for
fall prevention, detecting if a patient is under stress, etc. VSee Lab’s AI is able to convert events in the patient’s room
into events in VSee Lab’s task queues, where VSee Lab can route the events to first line telenurses. If the first line nurses do
not respond the events within a threshold, the events are routed to nurses in a command center - where this 2 layer nursing coverage
minimizes the chance that an adverse event is not processed.

Our
solutions and technologies have the following features and advantages:

Our
Simple Patient Experience. Before the virtual visit, our telehealth platform allows healthcare providers to:

●Invite
patients to your branded waiting room by email, SMS or website embedded button;

●Allow
on-demand walk-ins and/or scheduled visits;

●Customize
intake forms with logic such as calculating GAD7, etc.;

●Automate
compliance with consent and provider state-matching, i.e., patient will only see providers with medical license in the patient’s
state;

●Verify
insurance eligibility;

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●Collect
online credit card payments;

●Lower
wait times with wait queue tagging of specific clinician and hold my spot;

●Show
educational videos or articles as patients wait; and

●Live
chat with the front desk.

During
the virtual visit, we allow healthcare providers to:

●See
patients text only, audio only, or 1-on-1 video or group video;

●Add
in remote family members, interpreters, and other care team members scheduled or on-demand;

●Share
and annotate images, documents and websites as though you were face-to-face;

●Send
files;

●Push
additional forms for patients to fill out or sign;

●Live
stream digital peripherals such as otoscopes and stethoscopes for remote physical examination; and

●Far
end pan, tilt, zoom camera control.

After
the virtual visit, we allow healthcare providers to:

●Pass
patients back to front desk staff or scheduler to schedule the next appointment;

●Have
patients self-schedule follow-up visits via VSee patient portal;

●Send
auto-confirmations and reminders via email & SMS;

●Let
patients immediately review their visit notes & attachments via VSee patient portal;

●Get
instant feedback with a post-visit survey;

●Have
patients pick up ePrescribe medication (including EPCS) from self-selected pharmacy; and

●Receive
SuperBill for billing insurance.

In
addition to virtual visits, we also allow patients to engage their everyday wellness by:

●Setting
personal health and wellness goals with their care team;

●Tracking
their own progress with wellness device data from Fitbit, wireless scales, blood pressure cuffs, etc.;

●Sharing
their food diary, mood chart, or other wellness charts; and

●Securely
messaging questions to their provider or just share vacation photos.

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Our
Productive Clinician Experience. Setting up telehealth is often a complex experience, but our system allows fast setup and go live
by which healthcare providers can:

●Set
up a tailored online practice in as a fast as a few hours;

●Add
logo, room description, provider profiles, legal documents;

●Create
or remove new providers, patients, and waiting rooms;

●Turn
on/off options for 250+ points of configuration without doing programming (no code);

●Access
asynchronous (eConsult) workflow;

●Manage
walk-ins, appointments, group appointments;

●Process
online payments, eligibility, claims submissions;

●Utilize
flexible intake forms with logic and attachments;

●Connect
with scheduled appointment interpreter service dispatch; and

●Integrate
with electronic medical records (EMRs) such as EPIC, Cerner, etc.

VSee
supports efficient team coordination by allowing healthcare providers to:

●Set
sound alerts and mobile notifications for when a patient is ready to be seen;

●Manage
all patients from different waiting rooms in a single dashboard;

●Track
patients throughout their visit — know exactly where they are at any point In the patient journey; and

●Coordinate
among the Medical Administrative Specialists, nurses, physicians, schedulers with internal chats and customizable visit tags.

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Our
Administrative Features. In addition to providing a simple patient and productive clinician user experience, VSee also provides administrative
features to enable enterprise control of their telehealth operations by allowing healthcare providers to:

●Enforce
HIPAA with user access roles and intrusion logging;

●Manage
clinician staffing and patient scheduling with rich master calendar;

●Set
visit payment amounts, generate invoices and superbills, and setup insurance claims engines;

●Build
an actionable data dashboard with drag-and-drop widgets to monitor patient satisfaction, wait time, etc.;

●Create
admin dashboard reports and export to third party visualization engines; and

●Manage
call recordings policies and archives.

In
addition to the features above, our platform supports numerous enterprise scaling features, such as ensuring compliance with state medical
license rules across thousands of providers, using routing to balance patient load across all the clinicians in a healthcare system,
and using patient tagging to efficiently move a patient within a department. VSee also supports security models such as strong encryption,
single-sign-on (SSO), multi-factor-authentication (MFA), and VSee has passed the SOC2 audit.

iDoc’s
Offering of Services and Technologies

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

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

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

The
iDoc technology platform consists of video conferencing, electronic health records, and billing technology working seamlessly to provide
telemedicine consults for clinical practice. The virtual healthcare platform can be used individually or in conjunction with native applications/resources
or as a whole package. All conference connections are HIPAA compliant and secured through HTTPS/ TLS 1.2+ level encryption. Recorded
video EEG data (no other video or audio recordings are made/stored) is transmitted using industry standard HTTPS/TLS 1.2+ and stored
in the iDoc AWS cloud. The data stays encrypted at rest No ePHI is stored by this module.

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

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

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Market
Opportunity

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

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

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

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

Sales
and Marketing

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

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

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Competition

We
view as competitors those companies that currently or in the future will develop and market virtual care technology (devices, software,
and systems) or provide virtual care services, such as the delivery of on-demand access to healthcare and specialty disease state and
care management and services. Competition focuses on, among other factors, software as a service (SAAS), experience in operations, customer
service, quality of technology and know-how, and reputation. Competitors in the telehealth and specialty medical services market include
MDLive, Inc. (now owned by Cigna), American Well Corporation, Included Health, and Accolade, Inc., among other smaller
industry participants. Neuro and/or ICU specialty competitors include NeuroCall, Ceribell, and Specialist on Call. Technology solution
competitors include American Well Corporation, MDLive, Teladoc, as well as smaller technology providers. Each of VSee and iDoc also faces
competition from large, well-financed health plans that in some cases have developed their own virtual care, expert medical service or
in-house software platforms, as well as large technology and retail companies, such as Google, Microsoft, Amazon and Walmart, which have
or may in the future develop or acquire their own virtual care solutions.

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

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

Particularly,
VSee Lab faces competition across three categories: 1) EMR’s built in telehealth tool, 2) TelaDoc, AmWell, Zoom, Microsoft Teams,
and 3) home-grown custom-built solutions.

●Competing
with EMR’s build in telehealth: Almost all electronic medical record (EMR) systems now have built in telehealth tools. These
tools are mainly video conference; such as adding a button to make a Zoom or Microsoft Teams or Twilio video call. VSee is designed to
integrate with the EMR, thus while we compete with the EMR’s built-in telehealth tool, we also add value to the EMRs. While the
software offered by such competitors are more rigid and more time consuming with respect to requested changes to the workflow, VSee allows
changing workflow in minutes via our no code option and in days and weeks via our low code option.

●Competing
with Telehealth and Video Conference Software: In many healthcare enterprises, Zoom and Microsoft Teams have approached telehealth
with video conferencing. In contrast, VSee provides productivity and patient engagement features that go beyond video only. We also face
competition from TelaDoc, specifically their InTouch offering, and AmWell, both of which are mature and established companies.

●Competing
with home grown or custom-built software: Given that some existing telehealth vendors such do not satisfy many client requirements,
many clients decide to build their telehealth from scratch. Such projects require dozens of engineers and often take many months
or even years.

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

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

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

●demonstrated
scalability;

●clinical
and service quality;

●customer
satisfaction;

●value;

●reporting,
analytics and benchmarking;

●experience;
and

●flexibility.

Research
and Development

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

U.S.
Law and Regulations

Our
operations are subject to comprehensive United States federal, state and local regulation in the jurisdictions in which we do business.
The laws and rules governing our business and interpretations of those laws and rules continue to expand and become more restrictive
each year and are subject to frequent change, especially health regulatory requirements. Our ability to operate profitably will
depend in part upon our ability, and that of our affiliated provider network, to operate in compliance with applicable laws and rules.
Those laws and rules continue to evolve, and we therefore devote significant resources to monitoring developments in healthcare
regulation. As the applicable laws and rules change, we are likely to make conforming modifications in our business processes from
time to time. No assurance can be made that a review of our business by courts or regulatory authorities will not result in determinations
that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our
operations.

Data
Protection, Security, and Regulatory Compliance

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

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Data
Collection and Protection

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

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

U.S.
State and Federal Health Information Privacy and Security Laws

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

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

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

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

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

Federal
and State Telecommunications Laws

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

Other
Healthcare Laws and Regulations and Health Reform

There
are many laws that govern the activities of healthcare professionals, some of which may be applied to us because of our relationships
with 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
with providers licensed in the state. Many states limit the scope of business relationships between business entities and medical professionals.
For example, while many states’ fee-splitting laws only prohibit a physician from sharing medical fees with a referral source,
some states have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. These
laws generally prohibit us from exercising control over the medical judgments or decisions of physicians and non-physician healthcare
providers and from engaging in certain financial arrangements, such as splitting professional fees with healthcare providers. In addition,
certain federal and state anti-kickback and false claims laws may apply to us indirectly through our arrangements with healthcare professionals
and entities. Statutes and regulations relating to the practice of medicine, anti-kickback, fraud, fee-splitting, and similar issues
vary widely from state to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney
general opinions.

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

U.S.
Federal and State Fraud and Abuse Laws

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

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

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Federal
Anti-Kickback Statute. We are also subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and
prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the
referral of a person covered by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing
of items or services reimbursable under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering
or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental
programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is
to induce referrals. In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate
it to have committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter”
required for a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of
the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, as discussed below. Violations
of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal
penalties, including fines per violation and damages of up to three times the amount of the unlawful remuneration, and imprisonment of
up to ten years. Imposition of any of these remedies could harm our business. In addition to a few statutory exceptions, the U.S.
Department of Health and Human Services Office of Inspector General, or OIG, has published safe harbor regulations that outline categories
of activities deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure
of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement
violates the Anti-Kickback Statute. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor
may result in increased scrutiny by government enforcement authorities, such as the OIG.

False
Claims Act. Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous
ongoing investigations of healthcare companies and their executives and managers. Although there are a number of civil and criminal statutes
that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These
investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui
tam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly
presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or has made a false statement
or used a false record to get a claim approved. In addition, the improper retention of an overpayment for 60 days or more is also
a basis for a False Claim Act action. Penalties for False Claims Act violations include fines for each false claim, plus up to three
times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from
the federally funded healthcare programs. In addition, some states have adopted similar fraud, whistleblower and false claims provisions.

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

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

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

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

Reimbursement
Related Regulation

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

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

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

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

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

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

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FDA
Regulation of Medical Devices

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

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

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

Regulation
Under the FTC

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

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

(b)seek
monetary redress and other relief for conduct injurious to consumers; and (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 VSee Lab and 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,
medical device systems that include wireless radio frequency transmitters and/or receivers are subject to equipment authorization requirements
in the United States. The Federal Communications Commission (“FCC”) requires advance clearance of all radio frequency devices
before they can be sold or marketed in the United States. These clearances ensure that the proposed products comply with FCC radio frequency
emission and power level standards and will not cause interference.

Legal
Proceedings

We
may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These
include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual
property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.

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Depending
on the nature of the proceeding, claim, or investigation, we may be subject to settlement awards, monetary damage awards, fines, penalties,
or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect each of their respective business,
results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently
unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters.

As
of the filing of this Annual Report on Form 10-K, we were not a party to any material legal proceedings.

Properties

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

Furthermore, iDoc has physical
operations in Houston, Texas. Such office locations for personnel are contracted via short-term leases.

Employees
and Human Capital Management

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

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

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

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

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