EHSI 8-K
Elite Health Systems Inc. (EHSI)
(State of other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation or organization) | File Number) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
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)) |
(d) | Exhibits |
10.1 |
10.2 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Number | Description |
10.1 | Senior Unsecured Promissory Note with Dr. Prasad Jeereddi |
10.2 | Warrant Agreement between the Company and Dr. Prasad Jeereddi |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Date: August 5, 2026 | ||
Elite Health Systems Inc. |
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By: | /s/ Kenneth Minor |
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Name: | Kenneth Minor |
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Title: | Chief Financial Officer |
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Exhibit 10.1
FORM OF SENIOR UNSECURED BRIDGE PROMISSORY NOTE
Elite Health Systems Inc.
Original Principal Amount: **$525,000.00**
Issue Date: July 31, 2026
Maturity Date: July 31, 2027
Holder: Prasad Jeereddi
Note No.: 00-01
********
FOR VALUE RECEIVED, Elite Health Systems Inc., a Delaware corporation (the "Company"), hereby promises to pay to the Holder identified above, or its permitted assigns, the Original Principal Amount, together with accrued interest, in accordance with this Note. This Note is one of a series of substantially identical Senior Unsecured Bridge Promissory Notes that may be issued from time to time in an aggregate original principal amount not exceeding $1,500,000. All Notes rank pari passu, constitute a single class for voting purposes and are issued together with substantially identical Common Stock Purchase Warrants.
1. Promise to Pay: The Company shall pay the outstanding principal and all accrued and unpaid interest on the Maturity Date unless this Note is earlier prepaid or accelerated in accordance with its terms. All payments shall be made in immediately available U.S. funds without deduction or offset except as required by law.
2. Interest; Payments; Maturity: Interest accrues on the unpaid principal balance at a simple annual rate of ten percent (10%) using an actual/365-day basis. Interest is payable only upon repayment, prepayment, acceleration or maturity. No conversion rights are granted under this Note.
3. Optional Prepayment: Beginning six (6) months after the Issue Date, the Company may prepay this Note in whole, but not in part without Holder consent, by paying 102% of the outstanding principal together with all accrued and unpaid interest through the prepayment date. Prepayment shall not impair the Holder's rights under the related Warrant.
4. Warrant: Simultaneously with the issuance of this Note, the Company shall issue a Common Stock Purchase Warrant providing warrant coverage equal to twenty percent (20%) of the Original Principal Amount, an exercise price of $0.95 per share, a five-year term, customary anti-dilution adjustments for stock splits and similar events, and a cashless exercise feature.
5. Company Representations: The Company represents that it is duly organized and validly existing under Delaware law; has full corporate power to execute, deliver and perform this Note and the Warrant; all corporate action has been taken; this Note and the Warrant constitute legal, valid and binding obligations; the issuance complies with applicable securities laws; and the Company will make any public filings or disclosures required by applicable law.
6. Investor Representations: Holder represents that it is acquiring this Note and the Warrant for investment and not with a view toward distribution; has sufficient knowledge and experience to evaluate the investment; has had an opportunity to ask questions of management; understands the securities are restricted; and is eligible to acquire them pursuant to an available exemption from registration.
Exhibit 10.1
7. Covenants: Until this Note has been paid in full, the Company shall not, without the written consent of the Required Holders: (a) incur indebtedness senior in right of payment to the Notes; (b) grant liens securing senior indebtedness; (c) declare or pay dividends; or (d) repurchase equity securities except pursuant to existing equity compensation plans or contractual obligations.
8. Events of Default: An Event of Default includes: (a) failure to pay amounts due under this Note; (b) bankruptcy or insolvency proceedings involving the Company; (c) appointment of a receiver; (d) dissolution or liquidation; (e) material breach of this Note remaining uncured for ten (10) business days following written notice; or (f) a material payment default under other indebtedness. Upon an Event of Default, the Required Holders may declare all outstanding Notes immediately due and payable.
9. Additional Notes; Required Holders: The Company may issue additional Notes in substantially the same form as this Note until the aggregate original principal amount of all Notes issued pursuant to this financing equals $1,500,000. Except for additional investments by an existing Holder, no Note shall be issued with an original principal amount of less than $100,000. All Notes shall rank equally and constitute a single class of indebtedness. "Required Holders" means the holders of more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then outstanding. Any action requiring Holder approval under this Note may be taken by the Required Holders unless this Note expressly requires the consent of a particular Holder.
10. Transfer Restrictions: This Note and the related Warrant have not been registered under the Securities Act of 1933 or applicable state securities laws and may be transferred only pursuant to an effective registration statement or an available exemption from registration.
11. Miscellaneous: This Note is governed by the laws of the State of Delaware. Amendments require the written consent of the Company and the Required Holders, except any amendment disproportionately affecting a particular Holder also requires that Holder's consent. Notices may be delivered personally, by nationally recognized overnight courier or by electronic mail with confirmation of transmission. Electronic signatures, PDF signatures and counterparts are effective. If any provision is held unenforceable, the remaining provisions remain in full force. This Note and the related Warrant constitute the entire agreement relating to this investment.
ELITE HEALTH SYSTEMS INC.
By: /s/ Ken Minor
Name: Ken Minor
Title: CFO
HOLDER
/s/ Prasad Jeereddi
Prasad Jeereddi
Exhibit 10.2
1COMMON STOCK PURCHASE WARRANT
Elite Health Systems Inc.
Issue Date: July 31, 2026
Holder: Prasad Jeerddi
Number of Warrant Shares: 110,526 (subject to adjustment)
Exercise Price: $0.95 per Share
Expiration Date: July 31, 2031
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This Common Stock Purchase Warrant ("Warrant") is issued by Elite Health Systems Inc., a Delaware corporation (the "Company"), to the Holder identified above in connection with the issuance of that certain Senior Unsecured Bridge Promissory Note dated as of the Issue Date (the "Note"). Capitalized terms not otherwise defined herein have the meanings assigned in the Note. This Warrant is one of a series of substantially identical Common Stock Purchase Warrants issued in connection with the financing evidenced by the Notes and shall rank equally with all other such Warrants.
1. Grant of Warrant: The Company grants to the Holder the right to purchase up to the Number of Warrant Shares at the Exercise Price. This Warrant is issued as partial consideration for the Holder's purchase of the related Note and shall remain outstanding independently of the Note. Repayment, prepayment or maturity of the Note shall not impair this Warrant.
2. Term: This Warrant is exercisable immediately upon issuance until 5:00 p.m. Eastern Time on the Expiration Date, after which it automatically terminates.
3. Exercise: The Holder may exercise this Warrant in whole or in part by delivering a completed Notice of Exercise (Exhibit A) together with payment of the Exercise Price or by electing a cashless exercise under Section 4. Within five (5) business days after a valid exercise, the Company shall issue the applicable Warrant Shares. If exercised in part, the Company shall issue a replacement Warrant for the remaining shares. Fractional shares shall be rounded up to the nearest whole share.
4. Cashless Exercise: If the Warrant Shares are not covered by an effective registration statement, the Holder may exercise this Warrant on a cashless basis using the formula set forth herein based on the fair market value of the Common Stock on the exercise date.
5. Adjustments: The Exercise Price and Warrant Shares shall be adjusted proportionately for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events. In any merger, consolidation or similar transaction, this Warrant shall thereafter be exercisable for the securities, cash or other property the Holder would have been entitled as a holder of the Warrant Shares had the Warrant been exercised immediately before the transaction. The Company shall provide a written adjustment certificate following any adjustment.
Exhibit 10.2
6. Reservation of Shares: The Company shall reserve sufficient authorized but unissued Common Stock to permit full exercise of this Warrant and shall use reasonable best efforts to obtain any necessary corporate or stockholder approvals if additional authorized shares become necessary.
7. Transfer Restrictions: This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933 and may be transferred only pursuant to an effective registration statement or an available exemption. The Company shall not unreasonably withhold or delay recognition of a transfer that complies with applicable securities laws.
8. No Stockholder Rights: The Holder shall have no rights as a stockholder until Warrant Shares are issued upon exercise.
9. Miscellaneous: This Warrant is governed by Delaware law. Amendments require the Company and the Required Holders, except amendments disproportionately affecting one Holder also require that Holder's consent. Notices shall be given as provided in the Note. Electronic signatures and counterparts are effective. If any provision is unenforceable, the remainder shall remain in effect. This Warrant and the Note constitute the entire agreement regarding this investment. Headings are for convenience only.
ELITE HEALTH SYSTEMS INC.
By: s/s Ken Minor
Name: Ken Minor
Title: CFO
Date: July 31, 2026
HOLDER
/s/ Prasad Jeereddi
Prasad Jeereddi
Date: July 31, 2026
Exhibit 10.2
EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise the attached Common Stock Purchase Warrant for ______ shares of Common Stock.
☐ Cash Exercise
☐ Cashless Exercise pursuant to Section 4
Issue Shares To:
Name: ______________________
Address: ___________________
Signature: ______________________
Date: ______________________