Elite Health Systems (EHSI) plans related-party PSS acquisition via 3,158,000-share exchange

Rhea-AI Filing Summary

Elite Health Systems Inc. entered into a Share Exchange Agreement to acquire 100% of Physician Support Systems, Inc. (“PSS”) from its stockholders. As consideration, Elite Health Systems will issue 3,158,000 shares of its common stock to the PSS selling stockholders.

The transaction involves related parties, as Chief Executive Officer Dr. Prasad Jeereddi owns 46% of PSS and his daughter, Dr. Praveena Jeereddi, owns 44%. The deal is not yet closed and is contingent on stockholder approval of the Exchange Agreement, an amendment to increase authorized common shares, and satisfaction of specified closing conditions and deliverables.

Insights

M&A and Corporate Governance Analyst

Elite Health Systems agrees to a related-party stock deal to acquire PSS, contingent on shareholder and charter approvals.

The company plans to acquire 100% of Physician Support Systems, Inc. by issuing 3,158,000 common shares to the PSS selling stockholders. This is structured as a share exchange, meaning no cash consideration is described and ownership in the combined business will shift toward the PSS owners once completed.

This is a related-party transaction because CEO Dr. Prasad Jeereddi owns 46% of PSS and his daughter Dr. Praveena Jeereddi owns 44%. Governance-wise, that typically draws closer scrutiny from independent stockholders, which is reflected in the need for stockholder approval of both the Exchange Agreement and an amendment to increase authorized common shares.

Closing still depends on stockholder approvals and various closing deliverables, including issuance of the new shares and secretary certificates. Until these conditions are satisfied, the transaction remains pending, and future company disclosures will determine if and when the share exchange is completed and how the enlarged share count affects existing holders.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

Elite Health Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26575	52-1842411
(State of other jurisdiction of  incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1131 W 6th Street Ontario, CA	91762
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

(949) 249-1170

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        ☐

Item 1.01 Entry into a Material Definitive Agreement.

Entry into Share Exchange Agreement

On September 26, 2025, Elite Health Systems Inc. (the “Company”) entered into a Share Exchange Agreement (“Exchange Agreement”) with Physician Support Systems, Inc. (“PSS”) and Dr. Prasad Jeereddi, Dr. Praveena Jeereddi, and Chenjie Bao Reever, the stockholders of PSS (collectively, the “PSS Selling Stockholders”) whereby the Company will acquire 100% of the outstanding capital stock of PSS from the PSS Selling Stockholders in exchange for 3,158,000 shares of the Company’s common stock (the “PSS Transaction”). Dr. Prasad Jeereddi, the Company’s Chief Executive Officer, owns 46% of PSS and Dr. Praveena Jeereddi, Dr. Prasad Jeereddi’s daughter, owns 44% of PSS.

The PSS Transaction is subject to and contingent on a number of factors including: (i) the approval of the Exchange Agreement by the Company stockholders ; (ii) the approval of the amendment to the Company’s Certificate of Incorporation to increase the aggregate number of shares of common stock that are authorized and available for issuance by the Company; (iii) the satisfaction of certain closing conditions and deliverables, including the issuance of shares of the Company’s common stock and secretary certificates.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2025
	Elite Health Systems Inc.
	By:	/s/ Prasad Jeereddi
	Name:	Prasad Jeereddi
	Title:	Chairman and CEO

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FAQ

What major transaction did Elite Health Systems Inc. (EHSI) disclose in this 8-K?

Elite Health Systems Inc. entered into a Share Exchange Agreement to acquire 100% of Physician Support Systems, Inc. (“PSS”) in exchange for 3,158,000 shares of Elite Health Systems common stock.

How many shares will Elite Health Systems (EHSI) issue to acquire PSS?

Elite Health Systems will issue 3,158,000 shares of its common stock to the PSS selling stockholders as consideration for acquiring all of PSS’s outstanding capital stock.

Why is the PSS acquisition considered a related-party transaction for Elite Health Systems (EHSI)?

The deal is related-party because Dr. Prasad Jeereddi, Elite Health Systems’ Chief Executive Officer, owns 46% of PSS, and his daughter Dr. Praveena Jeereddi owns 44% of PSS, making key PSS owners closely affiliated with company leadership.

What conditions must be met before the Elite Health Systems (EHSI) and PSS share exchange can close?

Closing is contingent on: (i) approval of the Exchange Agreement by Elite Health Systems stockholders, (ii) approval of an amendment to increase authorized common shares in the company’s Certificate of Incorporation, and (iii) satisfaction of closing conditions and deliverables, including issuance of common shares and secretary certificates.

Does the Elite Health Systems (EHSI) filing mention any cash consideration in the PSS transaction?

The filing describes consideration solely as 3,158,000 shares of common stock issued to the PSS selling stockholders; it does not describe any cash component in the transaction.

Who are the PSS selling stockholders in the Elite Health Systems (EHSI) share exchange?

The PSS selling stockholders are Dr. Prasad Jeereddi, Dr. Praveena Jeereddi, and Chenjie Bao Reever, who collectively own 100% of the outstanding capital stock of Physician Support Systems, Inc.