EHSI 10-K & 10-Q changes, risk factors and insider trading

The risks described in the following section are not the only risks facing our Company. Additional risks that we are unaware of, or that we currently believe,believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, among other effects, the trading price of our common stock could decline, and you could lose part or all of your investment.

Elite Health, the business acquired by the Company in October 2021, haswas recently applied forgranted a full Knox-Keene license to operate a Medicare Advantage plan in California, and expectsis tonow operateoperating such planplans in California beginningas inof 2026January, and Nevada in 2027. Such application process may be protracted, and approval is not assured.2026. The Company has takena preliminary steps toward identifyingidentified a network of providers who are well-versed in the healthcare needs of seniors in the communities in which they practice. While the Company believes that the Elite Health founders and affiliates have the required experience and network of professionals to obtainmaintain compliance with the license and launch and operate the business if it is successful in obtaining the license,business, there can be no assurance that the Company will be successful in these endeavors. The Company and Elite Health understand that the keys to success with a managed care organization are delivering comprehensive patient care and containing costs. InNow additionthat the Company is operational, it is critical to developingits a plansuccess to obtaingrow necessary approvals, gaining access to a competent network of providers and enrolling a criticalthe level of subscribers,subscribers it will be necessary for the plan toand provide high quality patient care efficiently and cost effectively. For these reasons, and the reasons noted in the balance of Item 1A – Risk Factors, there can be no assurance that the Company and Elite Health will be effective in developing and executing this business plan, the success of which will be critical to the Company and the value of its common stock.

Although we raised sufficient capital into 2024,achieve our license and launch our Medicare Advantage plan, we will require additional capital, which might not be available on acceptable terms, if at all. If capital is not available to us, our business and financial condition may be impaired, and we may not be able to continue as a going concern.

We are investing significant amounts in our business. To this end, we raised approximately $5.8$4.8 million through a private placement in 2024 thatand closedan additional $3.7 million in January of 2025. . However, weWe will be required to make future commitments of capital resources and will require substantial additionaladdition funding which we plan on raising through equity or debt financings.financings, Beyond the application process for the Medicare Advantage plansincluding in Californiafiscal and2026. Nevada, weWe expect to make additional investments to support our business growthgrowth, including potential entrance into new states and offering C-SNP Plans to serve members and will require additional capital to adequately compensate employees, including officers, respond to business needs, requirements and opportunities, further develop our infrastructure, and comply with any statutory capital and risk-based capital requirements. In addition, we may continue to make strategic acquisitions as the opportunities arise, some of which may be important to support our operations.

As previously disclosed, we have reported no revenue sincefrom 2021,2021 dothrough notOctober expect2025. While PSS began reporting revenue duringin 2025,November 2025 and Elite Health began reporting revenue in January 2026, we will continue to report operating losses for a significant time beyond the end of 2025.2026. Although we raised capital in 2024,2024 and 2025, our business plan will require additional investment and capital and our financial position,position or the state of the capital markets or the political posture or uncertainty surrounding Medicare and other federal entitlement programs could make it difficult to raise capital in 20252026 when this will be required.

While we have actively engaged with our board and other marketplace participants to evaluate financing opportunities, we may not be able to obtain the required financing on acceptable terms, as any potential financing will be subject to market conditions that are not within our control. In the event we are unable to obtain financing or take other management actions to alleviate these concerns, among other potential consequences, we may be unable to satisfy our financial obligations as they become due or continue as a going concern.

If we are unable to securemaintain a Medicare Advantage license in California in a timely manner,California, acquire sufficient managed health consumers in California, expand consumer enrollment beyond this initial state, or diversify and expand our portfolio of products and services, our business and results of operations will be significantly impaired.

We expect to generate a substantial portion of our revenue from consumers enrolled in the Medicare Advantage health plans.plans We initially applied in Nevada and subsequently withdrew our application in favor of applying in California first. Wewe have nowobtained appliedfor in California and expect to re-apply in Nevada at a later date.California. As a result, the future enrollment of individuals into and adoption of our health plans, through our platform, our broker network, employees, or other third parties, is paramount to our future growth and success. If we fail to increase consumer enrollment or diversify and expand our portfolio of products and services,services or enter new states, our business and results of operations maywill be negatively impacted. In addition, if we do not grow our membership, we could find it difficult to retain or increase the number of contracted network providers at favorable rates or at all, which could jeopardize our ability to provide health plan products in our target markets and our ability to expand into new markets in a cost-efficient manner.

Our strategy requires that we successfully identify and then contract with additional care providers to ensure access to quality healthcare services for our consumers, to manage medical costs and utilization, and to better monitor and ensure the quality of care being delivered. We will compete with other health plans and networks to contract with healthcare providers based on reimbursement rates, timeliness and accuracy of claims payments, the potential to deliver new patient volume and/or support the retention of existing patients, the effectiveness of resolution of calls and complaints, and other factors.

Once operational, if at all, we willWe operate in highly competitive markets dominated by large providers with significantly more resources than ourselves.

Where doing so is necessary in order to conduct our business, we will also provide sensitive personal member information, as well as proprietary or confidential information relating to our business, to our third-party service providers. Although we will obtain assurances from those third parties that they have systems and processes in place to protect such data, and that they will take steps to assure the protection of such data by other third parties, those third-party service providers may also be subject to data intrusion or data breach. Any compromise of the confidential data of our members, employees, or business, or the failure to prevent or mitigate the loss of or damage to this data through breach, could result in operational, reputational, competitive, or other business harm, as well as financial costs and regulatory action. The Company will seek to maintain cybersecurity insurance in the event of an information security or cyber incident. However, the coverage may not be sufficient to cover all financial losses.

ThePayments premiumsfrom weCMS, setand consumer premiums, if any, for our health plans will be a material factor in our future revenue. We will set ourany premiums and develop plan benefits using actuarial estimates rather than historical data and our failure to set appropriate premiums,premiums or benefits, including as a result of inaccuracies in our actuarial estimates, could adversely affect our profitability and cash flows. We will use a substantial portion of our health plan revenue to pay the costs of healthcare services delivered to our consumers. As such, our profitability will depend in large part on our ability to accurately estimate and manage such costs. Relatively small differences between estimated and actual medical costs as a percentage of revenue could result in significant changes in our financial results.

The impact of many of these items on the ultimate costs for claims is difficult to estimate, and they could have a material impact on our future business. In addition, the lack of historical data on which our assumptions will initially be based may not necessarily be indicative of the actual costs of claims due to our rapid growth in consumer enrollment and our recent expansion into new businesses and markets. Because we will be a new entrant in the market, we will be forced to use demographic data rather than our own patient data from which to estimate our potential medical claims liability.

We will set our premiums and benefits for twelve-month periods several months prior to the commencement of the premium period and will not be freely able to change our premiums during such period, consistent with industry practice. Our inability to implement changes in premium rates within a given period is also governed by federal and state regulatory agencies. If our medical costs exceed our estimates, we will not be able to recover the difference through higher premiums, and our results of operations and financial condition could be adversely affected.

Conversely, if we set our premium rates too high, our existing membership may declinedecline, or we may not grow our membership. We will operate in a competitive industry, and while health plans compete on the basis of many factors, including service, breadth of benefits, and the quality and depth of provider networks, we believe that price is and will continue to be the most significant driver in our and our competitors’ ability to attract consumers. If we do not appropriately price our products, our results of operations and financial condition could be materially and adversely affected. While service and breadth of benefits may be secondary to price, we believe there are certain benefits considered “table stakes” in order to be competitive.

The costs associated with the launch and development of Medical Advantage plans by our Elite Health subsidiariesbusiness or failure to attain profitability in any newly launched or acquired health plansbusinesses could negatively affect our results of operations.

Start-up costs, including legal, regulatory, compliance, hiring and other expenses associated with a new business can be substantial. For example, to obtain a certificate of authority to operate as a health maintenance organization in most jurisdictions, we must first establish a provider network, develop and establish infrastructure and required systems, and demonstrate our ability to process claims. We will also continue to incur costs in connection with the application and approval process,process and will be required to contribute significant capital to fund mandated net worth requirements, performance bonds or escrows, or contingency guaranties. If we are unsuccessful in obtaining a certificate of authority, winning the bid to provide services, building out our provider network, or attracting and retaining members in sufficient numbers to cover our start-up costs, the new business could fail, or the losses we incur could impact our results of operations. The expenses associated with starting up a health plan in a new jurisdiction, expanding a health plan in an existing jurisdiction, or acquiring a new health plan, could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

The reimbursement process is complex and can involve lengthy delays. Once operational we will recognize revenue when we provide services to patients,patients but could from time-to-time experience delays in receiving the associated capitation payments or, for patients on fee-for-service arrangements, the reimbursement for the service provided. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that the patient is not eligible for coverage, certain amounts are not reimbursable under plan coverage, were for services provided that were not medically necessary, or additional supporting documentation is necessary. Third-party payors are also increasingly focused on controlling healthcare costs, and such efforts, including any revisions to reimbursement policies, may further reduce, complicate or delay our reimbursement claims. Further, the Medicare program and its reimbursement rates and rules, upon which many third-party payors base their reimbursement rate, are subject to frequent change. Retroactive adjustments may change amounts realized fromby third-party payors. As described below, we are subject to audits by such payors, including governmental audits of our Medicare claims, and may be required to repay these payors if a finding is made that we were incorrectly reimbursed. Delays, uncertainties and disagreements regarding the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing and other costs related to resolving disagreements or uncertainties.

In addition, we expect that certain of our patients will be covered under health plans that require the patient to cover a portion of their own healthcare expenses through the payment of copayments or deductibles. We may not be able to collect the full amounts due with respect to these payments that are the patient’s financial responsibility, or in those instances where physicians provide services to uninsured individuals. To the extent permitted by law, amounts not covered by third-party payors are the obligations of individual patients for which we may not receive whole or partial payment. Any increase in cost shifting from third-party payors to individual patients, including as a result of high deductiblehigh-deductible plans for patients, increases our collection costs and reduces overall collections, which we may not be able to offset with sufficient revenue.

The use of artificial intelligence (“AI”), data analytics, and other technologies are expected in the future to become a key component in the administration and management of health plans and health care delivery. If we are not successful in utilizing AI initiatives and other advancements in technology in our business, we will not be able to compete effectively and business, reputation, or financial results could be adversely affected.

We will be subject to various risks inherent in the government contracting process. These risks include routine and non-routine governmental reviews, audits, and investigations, and compliance with government reporting requirements and these risks may be heightened with the 2024 election bringing change in the Federal administration and the formation of the Department of Government Efficiency, a non-cabinet-level department of the federal government which is focused on among other things reducing perceived waste and fraudulent spending and eliminating excessive regulation.requirements. Violation of the laws, regulations, or contract provisions governing our operations, or changes in interpretations of those laws and regulations, could result in the imposition of civil or criminal penalties, the cancellation of our government contracts, the suspension or revocation of our licenses, the exclusion from participation in government sponsored health programs, or the revision and recoupment of past payments made based on audit findings. If we are unable to correct any noted deficiencies, or become subject to material fines or other sanctions, we could suffer a substantial reduction in profitability, and could also lose one or more of our government contracts. In addition, government receivables are subject to government audit and negotiation, and government contracts are vulnerable to disagreements with the government.

Our business will beis extensively regulated by the federal government and the states in which we operate. The laws and regulations governing our operations are generally intended to benefit and protect health plan members and providers rather than managed care organizations. The government agencies administering these laws and regulations have broad latitude in interpreting and applying them. Changes in the interpretation or application of our contracts could reduce our profitability if we have detrimentally relied on a prior interpretation or application. These laws and regulations, along with the terms of our government contracts, regulate how we do business, what services we offer, and how we interact with our members and the public. For instance, some states mandate minimum medical expense levels as a percentage of premium revenues. These laws and regulations, and their interpretations, are subject to frequent change. The interpretation of certain contract provisions by our governmental regulators may also change. Changes in existing laws or regulations, or their interpretations, or the enactment of new laws or regulations, could reduce our potential profitability by imposing additional capital requirements, increasing our liability, increasing our administrative and other costs, increasing mandated benefits, forcing us to restructure our relationships with providers, requiring us to implement additional or different programs and systems, or making it more difficult to predict future results. Thus, any significant changes in existing health care laws or regulations could materially impact our future business, financial condition, cash flows, or results of operations.

The Company’s common stock is thinly traded and while we have applied for listing on the OTCQB marketplace at present, trades are reported on the OTC Pink marketplace only several days a month.present. This thin trading and relatively small non-affiliate float lead to a high level of volatility in reported sale prices. Investors in the Company’s common stock will have a limited ability to trade shares on the open market and, even if able to sell shares, could suffer significant market losses due to large swings in the prices of the shares. Many brokerage firms have significant restrictions related to depositing formerly restricted shares into investor accounts, which further impact an investors’ ability to sell their shares.

The trading price of our common stock has been volatile in recent months,months and may continue to be volatile. The stock market can experience extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. Investors may not be able to resell their shares at or above the price they paid for the stock.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. Class action lawsuits and other potential securities litigation,litigation could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

WeOur company did not consolidate any operating business units until November 2025, and as a result we have not reported revenue for the past several years,years. and it is likely that will not report revenues until at least 2026. Thus it is likely that ourOur operating results will fluctuate from quarter to quarter in the future.future as we further develop our operations. In particular, we will be required to estimate incurred but not reported health care claims. Such estimated amounts will be based on actuarial calculations without the benefit of historical data and can fluctuate widely from period to period. While results of any one fiscal quarter are not a reliable indication of results to be expected for any other fiscal quarter or for any year, if we fail to show improvement in results in future periods, or to meet the expectations of investors or securities analysts, our stock price may decline, and the decrease in the stock price may be disproportionate to the shortfall in our financial performance. Results may be affected by various factors, including those described in these risk factors.

The success of our business and the ability to execute our strategy are highly dependent on the efforts of Dr. Prasad Jeereddi, who is leading the effort to apply for and build the necessary infrastructure for Medicare Advantage plans in California and Nevada,in the future other states, and our other key executive officers and employees. It will also be essential for the Company and its operating subsidiaries to broaden their base of knowledgeable executives in the near term to support its business growth and ultimately achieve profitability. The loss of the leadership, expertise, and experience of existing and future executives could negatively impact our operations. Our ability to replace them or any other key employee may be difficult and may take an extended period of time because of the limited number of individuals in the healthcare industry who have the breadth and depth of skills and experience necessary to operate and lead a business such as ours. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain, or motivate these personnel. If we are unsuccessful in recruiting, retaining, managing, and motivating such personnel, our business, financial condition, cash flows, or results of operations could be adversely affected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Primarily because of the Company’s limited resources, and thus limited financial expertise and segregation of duties, the Company has disclosed material weaknesses in its financial controls and procedures for an extended period of time. We are currently taking steps to alleviate such material weaknesses inimprove our internal control over financial reportingreporting, inalthough thethere past,can webe areno reportingassurances that such weaknesses indon’t the current Form 10-K and may continue to report weaknessesreoccur in the future. If additional material weaknesses in our internal control over financial reporting continue for an extended period of time, the risk of material misstatements in our consolidated financial statements may increase and we could be required to restate our financial results.

SG&A increased by $1,028,000$2,164,000 or 134%121% from $765,000 in 2023 to $1,793,000 in 2024,2024 to $3,957,000 in 2025, due to costs associated with preparing for and making its application to the State of California to operate a Medicare Advantage plan. In addition, the Company incurred operating costs of PSS beginning in November 2025 including human resource, accounting, technical and management costs. Loss from investments in unconsolidated entities increaseddecreased from $47,000 in 2023 to $524,000 in 2024.2024 to nothing in 2025. The Company reported a net loss of $2,055,000$7,804,000 in 2024,2025, as compared to $816,000$2,055,000 in 2023.2024. The Company incurred anno income tax expense or benefit in 2025 as compared to a benefit of $163,000 in 2024 as compared to $0 in 2023.2024.

At December 31, 2024,2025, the Company had working capital of $3,917,000$3,144,000 as compared to negative working capital of $80,000$4,155,000 at December 31, 2023.2024. Total assets increased by $3,000,000$2,343,000 from 20232024 to 20242025 principally due to goodwill and accounts receivable associated with the Company’s issuancespurchase of commonPSS stockas pursuantwell toas ainvestment privatein placementsoftware ofsolutions $5.4for million.its Medicare Advantage business. Cash and cash equivalents at December 31, 20242025, were $4,034,000$ 3,758,000 compared to $466,000$4,034,000 at December 31, 2023.2024.

Net cash used by operating activities was $1,515,000$(2,940,000) in 2024,2025, as compared to $891,000$(1,515,000) in 2023.2024. Net cash usedprovided inby financing activities was $4,820,000$3,728,000 in 20242025, associated primarily with common stock issued to acquire PSS and as part of a private placement to investors, compared to $0$4,820,000 in 2023.2024.

The Company has determined that its best opportunity for long term success is to build on opportunities presented by Elite Health and concentrate its efforts and resources on establishing a managed care organization that will develop and operate Medicare Advantage plans for seniors in California, NevadaCalifornia and other areas in the U.S. and to pursue other opportunities related to this activity. Elite Health is applying to operate initially in California, and later in Nevada,other states, with the objective of addressing the growing number of Medicare eligible seniors in those markets.

The Company presently intends to use the net proceeds from the private placement principally to execute the plan of Elite Health to establish a managed care organization that will operate as a Medicare Advantage plan for seniors.

In fiscal year 2024,2025, the Company incurred a net loss of $2,055,000$7,804,000 compared to $816,000$2,055,000 in fiscal year 2023.2024. As of December 31, 2024,2025, the Company had an accumulated deficit in stockholders’ equity of $4,445,000,$12,249,000, cash and cash equivalents of $4,034,000$3,758,000 and working capital of $3,917,000.$3,144,000. 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 December 31, 2024.2025. 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. As noted above, the Company raised gross proceeds of approximately $5.4$3.7 million in fiscal 2025 to support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through 2025.2026. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. 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.

Three Months Endedended MarchJune 31,30, 2026, Compared to Three Months Ended MarchJune 31,30, 2025

Selling, general, and administrative expenses of $1,165,000$1,709,000 for the firstsecond quarter of 20252026 were 148%149% higher than the $427,000$445,000 incurred during the comparable period in 2025, due mostly to the acquisitioncontinued of PSS and an increaseinvestment in cost at EHP now that the health plan is operating.Elite.

During the three months ended MarchJune 31,30, 2026 and 20252025, the Company recorded no income tax benefit or provision.

For the three months ended MarchJune 31,30, 2026, the Company reported a net loss of $1,355,000$1,532,000 as compared to $424,000$441,000 for the same period a year earlier. The net loss was primarily due to the acquisitioncontinued investment in Elite above the generation of PSS.any revenue.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026, was $1,256,000$2,609,000 as compared to $461,000$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.

The Company raised total proceeds of an aggregate of $100,000$153,000 and $474,000$5,800,000 during the quarterssix months ended MarchJune 31,30, 2026 and 2025, respectively. As a result of these issuances, as of MarchJune 31,30, 2026, there were outstanding 28,521,620 shares of the Company’s Common Stock.

TheIn 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 20242024. withThe aCompany furtherhas lossreceived ofstate $1,294,000and duringFederal theapproval quarterto ended March 31, 2026operate as a resultMedicare ofAdvantage theplan launchand began operating as a Medicare Advantage plan on January 1, 2026 of its EHP’s Medicare Advantage plans.2026. As a result, it hasrecorded limitedno 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 $13,543,000$15,075,000 and $12,249,000 at MarchJune 31,30, 2026 and December 31, 2025, respectively; cash and cash equivalents of $2,602,000$1,302,000 and $3,758,000 at MarchJune 31,30, 2026 and December 31, 2025, respectively; and working capital of $1,849,000$491,000 and $3,144,000 at MarchJune 31,30, 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 MarchJune 31,30, 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.

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 placementsplacement and willbelieves needit has access to additional capital in 2026. TheHowever, the Company is evaluatingoperating differentin approachesa highly competitive business environment with complex regulatory and operational challenges. In order to raisebe successful, the capitalCompany thatmust itsignificantly increase its health care membership and hire additional key members of management, both of which will require,take assignificant wellcapital asand 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 optionsfinancings toor supporttransactions, 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 continuesuch as a goingmerger concernor throughdisposition atof leastall theof nextits twelveassets. months.No However,timetable has been established to achieve any transaction and there can be no assurance that sourcesany ofstrategic capitaltransaction, if implemented, will beresult availableor result in an increase in stockholder value. The Company may terminate its review at any time and may ultimately determine not to thepursue Companya atstrategic that time or, if available, can be obtained on terms favorable to the Company.transaction.