Material Agreement (Form 8-K)

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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