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Elite Health Systems Inc.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 19, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-20.

0001437749-26-017934

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-19.

0001437749-26-028491

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 19 previous paragraphs and 28 current paragraphs.

13 unchanged; 5 reworded; 8 added; 1 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Policy revenue was $162,000 and $0, for the three months ended June 30, 2026, and 2025, respectively. The amount in 2026 was due to the fact that Elite began serving Medicare Advantage policy holders in 2026. Policy expenses for the same period was $183,000 and $0 respectively, mostly because in 2026 Elite began serving Medicare Advantage policy holders.

Current report

Revenue attributed to services was $1,310,000 and $0 for the three months ended June 30, 2026, and 2025, respectively due to the acquisition of PSS. Cost of revenue for the same period was $496,000 and $0, respectively.

Current report

For the three months ended June 30, 2026, the Company reported a net loss of $1,532,000 as compared to $441,000 for the same period a year earlier. The net loss was primarily due to the continued investment in Elite above the generation of any revenue.

Current report

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

Current report

Policy revenue was $334,000 and $0, for the six months ended June 30, 2026, and 2025 respectively. The amount in 2026 was due to the fact that Elite began serving Medicare Advantage policy holders in 2026. Policy expenses for the same period was $387,000 and $0 respectively, also because in 2026 Elite began serving Medicare Advantage policy holders.

Current report

Revenue attributed to services was $2,707,000 and $0 for the six months ended June 30, 2026, and 2025, respectively due to the acquisition of PSS. Cost of revenue for the same period was $1,140,000 and $0, respectively.

Current report

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 a private placement and believes it has access to additional capital in 2026. However, the Company is operating in a highly competitive business environment with complex regulatory and operational challenges. In order to be successful, the Company must significantly increase its health care membership and hire additional key members of management, both of which will take significant capital and time. As a result, the Board of Directors authorized management to consider and pursue strategic alternatives involving the Company. The strategic review authorized by the Company’s Board of Directors will include consideration of potential equity or debt capital, selling certain assets, including one or more of its operating businesses, or other strategic financings or transactions, such as a merger or disposition of all of its assets. No timetable has been established to achieve any transaction and there can be no assurance that any strategic transaction, if implemented, will result or result in an increase in stockholder value. The Company may terminate its review at any time and may ultimately determine not to pursue a strategic transaction.

Current report

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, failure to consummate a strategic transaction, including a financing, merger, sale or disposition of all or substantially all of its assets, or other strategic alternative, could have a material adverse effect on the Company’s liquidity, financial condition and ability to continue operations. There can be no assurance that any such transaction will be completed on acceptable terms, or at all.
Removed paragraphs (1)

Previous report

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.
Reworded paragraphs (5)

Previous 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.

Current wording

Selling, general, and administrative expenses of $3,124,000 for the six months ended June 30, 2026, were 258% higher than the $872,000 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 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.

Current wording

For the six months ended June 30, 2026, the Company reported a net loss of $2,826,000 as compared to $865,000 for the same period a year earlier. The net loss was primarily due to the acquisition of PSS.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026, was $1,256,000 as compared to $461,000 for the same period a year earlier. This change is primarily due to the Company’s acquisition of PSS and higher expenses of EHP now that the plan has begun operations.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026, was $2,609,000 as compared to $631,000 for the same period a year earlier. This change is primarily due to the Company’s acquisition of PSS and higher expenses of EHP now that the plan has begun operations.

Previous 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.

Current wording

The Company raised total proceeds of an aggregate of $153,000 and $5,800,000 during the six months ended June 30, 2026 and 2025, respectively. As a result of these issuances, as of June 30, 2026, there were outstanding 28,521,620 shares of the Company’s Common Stock.

Previous 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.

Current wording

In addition to the loss reported for the first six months of 2026, Company incurred a net loss of $7,804,000 in fiscal year 2025 compared to $2,055,000 in fiscal year 2024. The Company has received state and Federal approval to operate as a Medicare Advantage plan and began operating as a Medicare Advantage plan on January 1, 2026. As a result, it recorded no revenue from its health plan in 2025 and has significant expenses. The Company has funded operations through the sale of common stock. The Company had an accumulated deficit in stockholders’ equity of $15,075,000 and $12,249,000 at June 30, 2026 and December 31, 2025, respectively; cash and cash equivalents of $1,302,000 and $3,758,000 at June 30, 2026 and December 31, 2025, respectively; and working capital of $491,000 and $3,144,000 at June 30, 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 June 30, 2026.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Selling, general, and administrative expenses of $1,709,000 for the second quarter of 2026 were 149% higher than the $445,000 incurred during the comparable period in 2025, due mostly to the continued investment in Elite.

Current report — wording carried from elsewhere

During the six months ended June 30, 2026 and 2025 the Company recorded no income tax benefit or provision.