Elite Health Systems Inc.

Previous wording

Selling, general, and administrative expenses of $444,000 for the second quarter of 2025 were 2% higher than the $437,000 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 $1,165,000 for the third quarter of 2025 were 201% higher than the $387,000 incurred during the comparable period in 2024, due mostly to the start-up costs for Elite Health Plan and non-cash compensation cost of officers and directors.

Previous 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.

Current wording

During the three months ended September 30, 2025, the Company recognized no change from its investment in unconsolidated entities compared to a gain of $97,000 during the same period in 2024.

Previous 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.

Current wording

For the three months ended September 30, 2025, the Company reported a net loss of $1,165,000 as compared to $290,000 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

Six months ended June 30, 2025, Compared to Six Months Ended June 30, 2024

Current wording

Nine months ended September 30, 2025, Compared to Nine months ended September 30, 2024

Previous 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.

Current wording

Selling, general, and administrative expenses of $2,036,000 for the first nine months of 2025 were 57% higher than the $1,299,000 incurred during the comparable period in 2024, due mostly to the start-up costs for Elite Health Plan.

Previous wording

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

Current wording

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

Previous wording

For the six months ended June 30, 2025, the Company reported a net loss of $865,000 as compared to $747,000 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 nine months ended September 30, 2025, the Company reported a net loss of $2,026,000 as compared to $1,034,000 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

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

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025, was $1,448,000 as compared to $988,000 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 nine months ended September 30, 2025, the Company received no distributed earnings from unconsolidated entities as opposed to $268,000 of distributed earnings during 2024.

Previous wording

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share. Since the initial closing, the Company amended the terms of the private placement to raise up to $5,500,000 and raised total proceeds of an aggregate of $5.8 million. As a result of these issuances, as of June 30, 2025, there were outstanding 21,409,924 shares of the Company’s common stock.

Current wording

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share. Since the initial closing, the Company amended the terms of the private placement to raise up to $5,500,000 and raised total proceeds of an aggregate of $5.8 million. As a result of these issuances, as of September 30, 2025, there were outstanding 21,939,924 shares of the Company’s Common Stock.

Previous wording

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.

Current wording

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. A total of $1,890,000 was received at September 30, 2025 and has raised in excess of $3,000,000 at the date of this filing.

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 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.

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 currently onboarding new members for which it will begin providing services to beginning on January 1, 2026. 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 $2,026,000 and $1,034,000 during the nine months ended September 30, 2025 and 2024, respectively, had an accumulated deficit in stockholders’ equity of $6,471,000 and $4,445,000 at September 30, 2025 and December 31, 2024, respectively; cash and cash equivalents of $3,970,000 and $4,034,000 at September 30, 2025 and December 31, 2024, respectively; and working capital of $4,003,000 and $4,155,000 at September 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 September 30, 2025. The offering completed in January 2025 raised a total of $5,825,000 through the private sale of 11,650,000 shares of Common stock in addition to 1,005,000 shares issued in lieu of cash compensation to certain officers and directors, bringing the total outstanding to 21,939,924 shares as of September 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. As of September 30, 2025, the Company raised $1,890,000 toward this goal and has exceeded $3,000,000 at the time of this filing.