Elite Health Systems Inc.

Previous 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.

Current wording

Selling, general, and administrative expenses of $1,165,000 for the first quarter of 2025 were 148% higher than the $427,000 incurred during the comparable period in 2025, due mostly to the acquisition of PSS and an increase in cost at EHP now that the health plan is operating.

Previous 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.

Current wording

For the three months ended March 31, 2026, the Company reported a net loss of $1,355,000 as compared to $424,000 for the same period a year earlier. The net loss was primarily due to the acquisition of PSS.

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 September 30, 2025, there were outstanding 21,939,924 shares of the Company’s Common Stock.

Current wording

The Company raised total proceeds of an aggregate of $100,000 and $474,000 during the quarters ended March 31, 2026 and 2025, respectively. As a result of these issuances, as of March 31, 2026, there were outstanding 28,521,620 shares of the Company’s Common Stock.

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 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.

Current wording

The Company incurred a net loss of $7,804,000 compared to $2,055,000 in fiscal year 2024 with a further loss of $1,294,000 during the quarter ended March 31, 2026 as a result of the launch on January 1, 2026 of its EHP’s Medicare Advantage plans. As a result, it has limited 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 $13,543,000 and $12,249,000 at March 31, 2026 and December 31, 2025, respectively; cash and cash equivalents of $2,602,000 and $3,758,000 at March 31, 2026 and December 31, 2025, respectively; and working capital of $1,849,000 and $3,144,000 at March 31, 2026 and December 31,2025, 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, 2026. The Company raised an additional $3.7 million through the private sale of shares of Common stock in fiscal 2025 to support its plan, bringing the total outstanding to 28,521,620 shares as of March 31, 2026 and December 31, 2025.

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 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.

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 $14 million in support of this business opportunity through the sale of its Common Stock in private placements and will need additional capital in 2026. The Company is evaluating different approaches to raise the capital that it will require, as well as other strategic options to support operations. 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.