Elite Health Systems Inc.

Previous wording

During the three months ended March 31, 2025, the Company recognized $0 gain from its investment in unconsolidated entities compared to $2,000 during the same period in 2024.

Current wording

During the three months ended June 30, 2025, the Company recognized no gain or loss from its investment in unconsolidated entities compared to $2,000 gain during the same period in 2024.

Previous wording

During the three months ended March 31, 2025 the Company recorded no income tax benefit or provision and recorded an income tax benefit of $163,000 during the quarter ended March 31, 2024.

Current wording

During the three months ended June 30, 2025 and 2024, the Company recorded no income tax benefit or provision.

Previous wording

For the three months ended March 31, 2025, the Company reported a net loss of $424,000 as compared to $312,000 for the same period a year earlier. The net loss was primarily due to investment in Elite prior to generation of any revenue.

Current wording

For the three months ended June 30, 2025, the Company reported a net loss of $441,000 as compared to $435,000 for the same period a year earlier. The net loss was primarily due to investment in Elite prior to generation of any revenue.

Previous wording

Selling, general, and administrative expenses of $427,000 for the first quarter of 2025 were 10% lower than the $476,000 incurred during the comparable period in 2024, due mostly to the start-up costs for Elite Health Plan.

Current wording

Selling, general, and administrative expenses of $872,000 for the first six months of 2025 were 4% lower than the $913,000 incurred during the comparable period in 2024, due mostly to the start-up costs for Elite Health Plan.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025, was $297,000 as compared to $461,000 for the same period a year earlier. This change is primarily due to the Company using cash to invest in the Elite business During the three months ended March 31, 2025, the Company received $0 of distributed earnings from unconsolidated entities as compared to $2,000 in the first three months of 2024.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025, was $691,000 as compared to $916,000 for the same period a year earlier. This change is primarily due to the Company using cash to invest in the Elite business. During the six months ended June 30, 2025 and 2024, the Company received $0 of distributed earnings from unconsolidated entities

Previous wording

In fiscal year 2024, the Company incurred a net loss of $2,055,000 compared to $816,000 in fiscal year 2023. The Company is seeking state and Federal approval to operate as a Medicare Advantage plan and is in the development stage of preparing to operate. As a result, it has no revenue and significant expenses. The Company has funded operations through the sale of common stock. The Company had an accumulated deficit in stockholders’ equity of $4,869,000 and $4,445,000 at March 31, 2025 and December 31, 2024, respectively; cash and cash equivalents of $3,696,000 and $4,034,000 at March 31, 2025 and December 31, 2024, respectively; and working capital of $3,679,000 and $4,155,000 at March 31, 2025 and December 31,2024, respectively. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at March 31, 2025. The Company raised an additional $5,825,000 through the private sale of 11,650,000 shares of Common stock and in addition to 475,000 shares issued as compensation to certain officers and directors, bringing the total outstanding to 21,409,924 shares as of March 31, 2025 and 19,984,924 at December 31, 2024.

Current wording

In fiscal year 2024, the Company incurred a net loss of $2,055,000 compared to $816,000 in fiscal year 2023. The Company has received conditional state and Federal approval to operate as a Medicare Advantage plan and is in the development stage of preparing to operate. As a result, it has no revenue and significant expenses. The Company has funded operations through the sale of common stock. The Company recorded a losses of $865,000 and $747,000 during the six months ended June 30, 2025 and 2024, respectively, had an accumulated deficit in stockholders’ equity of $5,310,000 and $4,445,000 at June 30, 2025 and December 31, 2024, respectively; cash and cash equivalents of $3,121,000 and $4,034,000 at June 30, 2025 and December 31, 2024, respectively; and working capital of $2,995,000 and $4,155,000 at June 30, 2025 and December 31,2024, respectively. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2025. The Company raised an additional $5,825,000 through the private sale of 11,650,000 shares of common stock and in addition to 475,000 shares issued as compensation to certain officers and directors, bringing the total outstanding to 21,409,924 shares as of June 30, 2025 and 19,984,924 at December 31, 2024. In July 2025, The Company announced plans to commence a private placement of shares of the Company’s common stock for expected proceeds of a minimum of $2,000,000 and up to a maximum of $5,000.000 at a price of $0.95 per share.

Previous wording

However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans. The Company raised gross proceeds of approximately $5.8 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through 2025. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt and that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

Current wording

However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans. The Company raised gross proceeds of approximately $5.8 million in support of this business opportunity through the sale of its common stock in a private placement and believes it will be successful in raising additional capital in 2025. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt and that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.