false
0001089815
0001089815
2025-10-31
2025-10-31
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): October 31, 2025
Elite Health Systems Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
000-26575 |
52-1842411 |
| (State of other jurisdiction of |
(Commission |
(I.R.S. Employer |
| incorporation or organization) |
File Number) |
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 5.07. Submission of Matters to a Vote of Security Holders.
On September 26, 2025, Elite Health Systems Inc. (the “Company”) held a Special Meeting of the Stockholders of the Company (the “Special Meeting”) to vote on certain matters. A total of 21,939,924 shares of the Company’s common stock were eligible to vote at the Special Meeting. Votes totaling 14,688,791 were voted, accordingly a quorum was present. The matters voted on at the Special Meeting were as follows:
|
1.
|
To elect as directors to the Company’s Board of Directors the five nominees named in the the Company’s proxy statement to serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified;
|
|
Nominee
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
Dr. Prasad Jeereddi
|
|
14,632,106
|
|
56,685
|
|
0
|
|
Alan Gold
|
|
14,633,106
|
|
55,685
|
|
0
|
|
William Leimkuhler
|
|
14,633,106
|
|
55,685
|
|
0
|
|
William St. Lawrence
|
|
14,633,106
|
|
55,685
|
|
0
|
|
Dr. Haranath Policherla
|
|
14,688,791
|
|
0
|
|
0
|
|
2.
|
To vote on a proposal to amend the Company’s Certificate of Incorporation to increase the aggregate number of shares of common stock which the Company shall have the authority to issue from 25,000,000 shares to 50,000,000;
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
14,487,901
|
|
200,890
|
|
0
|
|
3.
|
To vote on a proposal to approve the Company’s 2025 Equity Incentive Plan with 4,500,000 maximum aggregate number of shares of common stock subject to the plan;
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
14,497,016
|
|
191,775
|
|
0
|
|
4.
|
To vote on a proposal to approve the acquisition of Physician Support Systems, Inc. (“PSS”) by issuing 3,158,000 shares of the Company’s common stock pursuant to the terms of a share exchange agreement between the Company and the stockholders of PSS;
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
14,031,106
|
|
157,685
|
|
500,000
|
|
5.
|
To ratify the appointment of Mercurius & Associates LLP as our independent auditors for the fiscal year ending December 31, 2025;
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
14,688,791
|
|
0
|
|
0
|
|
6.
|
To approve of possible adjournment of the Special Meeting from time to time to solicit additional proxies in favor of any one or more of the matters identified above for consideration at the Special Meeting if determined by the chairperson of the Special Meeting to be necessary or appropriate;
|
|
Votes For
|
|
Votes Against
|
|
Abstentions/
Withheld
|
|
14,622,906
|
|
65,885
|
|
0
|
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.
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Date: November 5, 2025
|
|
| |
|
| |
Elite Health Systems Inc.
|
| |
|
|
| |
By:
|
/s/ Dr. Prasad Jeereddi
|
| |
Name:
|
Dr. Prasad Jeereddi
|
| |
Title:
|
Chairman and CEO
|
