M&A - Elite Health Systems, Inc.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925022124

Filing Summary: On July 2, 2025, Elite Health Systems Inc. commenced a private placement of shares of its common stock expected to generate between $2,000,000 and $5,000,000. The company intends to use these proceeds for the development of its subsidiary, Elite Health Plan, Inc., which will operate as a Medicare Advantage plan targeted at seniors in California. Alongside this, the company entered into a non-binding letter of intent to pursue the acquisition of Physician Support Systems, Inc. (PSS) for 100% of its stock in exchange for 3,158,000 shares of common stock. The acquisition is contingent on due diligence, the execution of a definitive agreement, and stockholder approval for both the acquisition and an increase in authorized common stock. This announcement includes an amendment to the company's Certificate of Incorporation to increase the number of shares authorized from 25,000,000 to 50,000,000, which also requires stockholder approval. The company has initiated steps to file a proxy statement with the SEC regarding this amendment and the proposed acquisition. Elite Health's operation aims to expand Medicare advantage services in California and potentially other states.