OTC: EHSI

The Company’s strategy and strategic roadmap is focused on improving clinical outcomes, lowering the total cost of care, and enhancing the patient experience through a coordinated care delivery model that aligns payer and provider capabilities.

The Company expects to expand its Medicare Advantage footprint geographically, whether expansion into other California counties or new states, or through the development of specialized products such as a Chronic Condition Special Needs Plan or a C-SNP plan (“C-SNPs or “C-SNP Plan”), a type of specialized Medicare Advantage plan designed for people with certain serious or disabling chronic conditions. C-SNP plans will enable the Company to deliver condition-specific care management programs, improve clinical outcomes, and enhance risk adjustment performance. The Company filed its 2027 C-SNP Application with CMS in February of 2026 with the goal and intention of establishing C-SNP Plans to serve members with the following qualifying conditions: congestive heart failure, diabetes mellitus and cardiovascular diseases. Eligibility for a C-SNP Plan is limited to Medicare beneficiaries diagnosed with one or more CMS-approved chronic conditions.

These conditions represent some of the most prevalent chronic illnesses among the Medicare population and frequently require coordinated, multi-disciplinary care management. C-SNPs are designed to provide targeted care management programs, specialist access, and care coordination services tailored to these populations.

In addition to the potential expansion of our Medicare Advantage footprint and offering, the Company may pursue (i) acquisitions of physician groups and management service organizations that enhance our ability to manage risk and expand access to coordinated care for our members and (ii) strategic partnerships with physician organizations, health systems, and technology companies to expand our care delivery capabilities and enhance member engagement.

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The Company is monitoring the recent heightened regulatory scrutiny of Medicare Advantage plans and CMS’s CY 2027 Medicare Advantage & Part D Advance Notice in January 2026 projecting a near-flat net average payment update of ~0.09%, reflecting a modest overall payment increase and reinforcing a more constrained reimbursement outlook for plans. Despite these industry challenges, we believe the continued expansion of the Medicare Advantage program and the broader shift toward value-based care reimbursement models continue to create meaningful opportunities for us to grow our business as well as partner with physicians and expand our integrated care platform.

Company Background.

The Company is focused on improving and providing access to healthcare and offering other healthcare related services. Through its subsidiaries the Company is developing and offering one or more Medicare Advantage plans and providing healthcare management solutions to physician and other health groups.

In October 2021, the Company’s wholly-owned subsidiary, Elite Health Systems Holdings Inc. (“EHSH”), acquired all of the outstanding shares of capital stock of Elite Health, a California corporation and, in exchange therefor, the former holders of which were issued newly-issued shares of EHSH, which at the time of the transaction represented 15% of the outstanding shares of EHSH. In November 2023, the Company then entered into a Share Exchange Agreement with the holders of these minority interests in EHSH and as a result of this transaction EHSH became a wholly owned subsidiary of the Company and the former minority holders of EHSH became, at that time, owners in the aggregate of 15% of the Company.

Beginning in 2021, the Company through its subsidiaries dedicated resources to exploring the regulatory requirements and timelines to apply and secure licenses to operate a Medicare Advantage plan in California and Nevada. EHSH formed Elite Health Plan of Nevada, Inc. (“Elite Nevada”) to apply for a license to operate a Medicare Advantage plan in Nevada while Elite Health pursued a plan to establish a Medicare Advantage plan in California. The Company then determined it would be more expeditious to apply and secure a license in California and then, if and when appropriate, apply for license in Nevada. Elite Health applied for a Knox-Keene license to offer managed health care plans in California in 2024, which was approved by the State of California and CMS in 2025. Elite Health and Elite Nevada are wholly owned subsidiaries of EHSH, are managed and operated in a similar manner. In California, Elite Health has developed a network of providers who are well-versed in Medicare Advantage plans and addressing the healthcare needs of seniors in the communities in which they practice, and following licensure began onboarding members of its Medicare Advantage plans in October 2025. Though it may do so in the future, Elite Nevada, at this time, has not taken any further steps to advance or submit an application for a Knox-Keene license to offer managed health care plans in Neveda. Elite Health had no revenue through 2025, but began reporting revenue on January 1, 2026. There can be no assurance that the Company and Elite Health will be successful in maintaining the necessary licenses to operate Medicare Advantage plans in any jurisdiction or be effective in establishing the network of providers and developing the systems required to operate a managed care business.

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The Company’s headquarters are located at 1131 W 6th Street, Suite 225, Ontario, CA 91762 and its telephone number is (949) 249-1170.

Elite Health

Background. Elite Health was formed in 2017 with the purpose of establishing a managed care organization that will develop and operate Medicare Advantage plans for seniors in California. In addition to obtaining the required authorizations, including a Knox-Keene license from California’s Department of Managed Health Care, necessary for the operation of full service health plans in California, and approval from CMS, the federal agency that is part of the U.S. Department of Health and Human Services and responsible for overseeing federal healthcare coverage programs,, the Company is considering engaging in related business and health services to support this mission.

Medicare Advantage plans are offered by private companies and are regulated by the federal government and licensed by the state in which those companies operate. Now that Elite Health’s initial plans are approved for 2026 to operate in the California counties of San Bernadino, Riverside, and Los Angeles, it plans to expand the types of plans it provides to include special needs plans with the objective of addressing the growing number of Medicare eligible seniors in those markets and growing the number of members in its plans through a combination of marketing and other strategies. Elite Health ultimately expects to apply to other states for the purpose of offering Medicare Advantage plans and in time offer a C-SNP Plan, a type of specialized Medicare Advantage plan designed for people with certain serious or disabling chronic conditions. Because of the collective experience of its founders and affiliates as physicians, software executives, and health plan administrators, we believe that Elite Health will be positioned to provide a comprehensive, community-based and cost-effective health care management service solution for communities in California and other states we may enter.

Medicare; Medicare Advantage and C-SNP Plans. Medicare is the federal health insurance program for people aged 65 and over, which was expanded to cover people under 65 with certain disabilities and people with end-stage renal disease requiring dialysis or kidney transplant. Medicare consists of four parts, labeled A through D. Part A provides hospitalization benefits financed largely through Social Security taxes and requires beneficiaries to pay out-of-pocket deductibles and coinsurance. Part B provides benefits for medically necessary services and supplies including outpatient care, physician services and home health care. Parts A and B are referred to as Original Medicare.

As an alternative to Original Medicare, beneficiaries may elect to receive their Medicare benefits through Part C, also known as Medicare Advantage. Under Medicare Advantage, managed care organizations contract with the CMS to provide services directly to Medicare beneficiaries as well as through employer and union groups. Managed care organizations typically receive a fixed monthly premium per member from CMS that varies based upon the county in which the member resides, demographic factors of the member such as age, gender and institutionalized status and the health status of the member.

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Medicare prescription drug coverage, or Medicare Part D, is a voluntary benefit for Medicare beneficiaries. The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans and by providing reinsurance for catastrophic drug costs.

A C-SNP Plan is a Medicare Advantage plan that limits enrollment to individuals who have specific chronic diseases and provides coordinated care tailored to those conditions. C-SNPs are one of three categories of Special Needs Plans (“SNPs”) within Medicare Advantage. Eligibility is limited to Medicare beneficiaries diagnosed with one or more CMS-approved chronic conditions, which are congestive heart failure, diabetes mellitus, cardiovascular disorders, chronic lung disorders, chronic kidney disease, end-stage renal disease, dementia, stroke and certain disabling neurological disorders. CMS requires medical verification of the condition before enrollment.

According to the Kaiser Family Foundation , an independent source of health policy research, an increasing number of beneficiaries are enrolling in SNPs, including C-SNPs, especially since 2018, when SNPs became a permanent part of the Medicare Advantage program. The Kaiser Family Foundation found C-SNP Plan enrollment rose by approximately 476,000 from 2024 to 2025 or approximately 71% in one year and accounted for about three-quarters of SNP enrollment growth in that period.

Enrollment in Medicare is experiencing significant growth from an aging population with growth in Medicare Advantage plans in particular seeing large gains over the last several years. According to a 2025 Kaiser Family Foundation article, Medicare Advantage enrollment includes 34.1 million members, accounts for 54% of the eligible Medicare population. The Congressional Budget Office projects that the share of all Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 64% by 2034. The Medicare Advantage market is currently dominated by major traditional health insurance entities UnitedHealth Group and Humana accounting for nearly half of all Medicare Advantage enrollees nationwide.

In January 2026, CMS’s CY 2027 Medicare Advantage and Part D Advance Notice projecting a near-flat net average payment update of 0.09%, reflecting a modest overall payment increase and reinforcing a more constrained reimbursement outlook for plans. While the CMS Final Advance Notice received in April 2026 improved the increase to 2.48%, the Company will still need to scrutinize benefit design and administrative cost structure.

Developments in California. The Company formed Elite Nevada to apply for a license to operate a Medicare Advantage plan in Nevada. However, the Company determined that a more expedient path to licensing in Nevada would be to secure approvals in California first. Elite Health Plan, Inc. applied for a Knox-Keene license to offer managed health care plans in California in 2024, which was approved by the State of California and the CMS in June 2025. In August 2025, Elite Health executed a contract with CMS to approve its bid submission for Medicare insurance plans and began onboarding new members on October 15, 2025.

The Company filed its 2027 C-SNP Application with CMS in February of 2026 with the goal and intention of establishing C-SNP Plans to serve members with the following qualifying conditions: congestive heart failure, diabetes mellitus and cardiovascular diseases.

Management and Capabilities. Elite Health has identified and is relying on experienced personnel, consultants and other industry-centric service providers and experts to assist Elite Health in applying for and securing appropriate licensing and establishing the necessary corporate infrastructure to operate Medicare Advantage plans in California.

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Dr. Prasad Jeereddi, the founder of the Elite Health business and was overseeing the activities of Elite Health at the time of its sale to the Company in 2021. In July 2024, Dr. Jeereddi joined the Company as Chairman of the Board and CEO. He is an accomplished endocrinologist and has been involved extensively in strategy, management, technological advancements and general operations of multiple healthcare enterprises. Many of the recent private placement investors are through relationships that Dr. Jeereddi has established with physicians and healthcare professionals in California and in India, where he has significant relationships with major hospitals and healthcare organizations.

Elite Health’s Approach to Healthcare Delivery. Elite Health has identified a network of providers who are well-versed in Medicare Advantage plans and addressing the healthcare needs of seniors in the communities in which they practice. Elite Health’s founders and affiliates also have considerable experience with health care record-based software and have contracted with Ramp Health to provide a best-in-class technology platform for clinical, wellbeing and safety solutions; delivering high-quality healthcare, increased engagement, and a measurable reduction in health and safety risks and costs for our members.

The Company similarly contracted with health care providers, hospitals and facilities, for health care services for its Medicare Advantage plan enrollees. The Company will seek to rely on local preferred providers and other entities located within the areas in which the majority of the enrollees reside, providing a localized focus and leveraging the established reputation and wide range of services of the healthcare system. The Company believes it offers beneficiaries greater choice of providers than a standard health maintenance organization. Furthermore, with a localized focus, Elite Health will strive to develop a unique marketing advantage and reduce the need for a broad mass marketing undertaking.

The same approach will also apply for local healthcare providers as we aim to simplify required “prior authorizations,” owing to a close-knit network of providers, thus saving clinicians countless hours. Furthermore, we believe that many clinicians will have a preference for a local entrant into the market, enabling them to avoid the larger well-known insurance names with relatively burdensome processes and protocols along with an opportunity to participate in the success of the Company’s platform.

Competition. Now that Elite Health is operational, we will operate in highly competitive markets across the full expanse of health care benefits and services. Our competitors include organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities. New entrants to our markets and business combinations among our competitors and suppliers also contribute to a dynamic and competitive environment. We expect to compete fundamentally on the quality and value we provide to those we serve which can include elements such as product and service innovation; use of technology; consumer and provider engagement and satisfaction; and sales, marketing and pricing. See Part I, Item 1A, “Risk Factors” for additional discussion of our risks related to competition.

Regulation. Any Medicare Advantage plans that are offered by Elite Health will be regulated by the federal government and licensed by the state in which those companies operate. At the federal level, CMS exercises authority to oversee and approve the premiums and premium amounts that will be charged to beneficiaries under Medicare Advantage plans and applicable regulation requires plans to adhere to the premium and deductible amounts that will be determined by the actuarial formulas utilized by CMS. At the state level, any Medicare Advantage plan must be licensed by the state in which the offering company operates as a risk bearing entity.

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Delivery of Services. The Company and Elite Health understand that the keys to success with a managed care organization are delivering comprehensive patient care and containing costs. In addition to developing a plan to obtain necessary approvals, gaining access to a competent network of providers and enrolling a critical level of subscribers, it will be necessary for the plan to provide high quality patient care efficiently and cost effectively. There can be no assurance that the Company and Elite Health will be effective in doing so. Elite Health had no revenue in 2025 and is just beginning to generate revenue in 2026.

Based on the demographics in the US, including an aging population, the Company’s management believes that there will be a growing need to provide this population with comprehensive health care programs. Specifically, due to the historical growth and expansion trends of Medicare Advantage plans nationally, including increased member enrollment, the Company believes that this type of plan presents an opportunity for Elite Health. While the principals of Elite Health were formerly active in the development of Medicare Advantage plans, and the delivery of services under such plans, neither the Company nor its subsidiaries have any operating history in Medicare plans.

Physician Support Systems Inc.

Physician Support Systems Inc. or PSS provides a comprehensive suite of tailored healthcare management solutions to medical practices that enhance operational efficiency, compliance, and patient care. The Company, through consulting arrangements with PSS, had been utilizing their health care experience and relationships, as well as employees of PSS, in the Company’s efforts to pursue its plan to offer Medicare Advantage plans initially in California. As a result of this experience, the Company began to consider the benefit of a closer relationship with PSS to enable it to more effectively employ the management, obtain operational support, as well as human resources and information technology services of PSS, that would be necessary to support the growth of its business in California and elsewhere. The Company acquired PSS in November 2025.

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Employees

The only employees of the Company are in its PSS subsidiary, most of which are “leased” to customers of PSS, as well as Elite Health. In addition to employees of PSS, the Company relies on its management team as well as consultants for the licensing and development activities relating to its Elite Health business. The Company had total employees of 87 at December 31, 2025 compared to no employees at December 31, 2024.

Disclosure Regarding Forward Looking Statements

Statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, the timing and ultimate collectability of accounts receivable for gamma knife procedures from different payor groups such as Medicare and private payors; competition; technological obsolescence; government regulation and malpractice liability. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested are included in Item 1A, Risk Factors, and may also be identified from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and the Company’s public announcements, copies of which are available from the SEC or from the Company upon request.