Material Agreement (Form 8-K)

Item 1.01. Entry onto a Material Agreement.

On July 31, 2026, the independent members of the board of directors of Elite Health Systems Inc. (the "Registrant") approved entering into a $525,000 subordinated note and warrant agreement (the "Note Agreement") with Dr. Prasad Jeereddi, the Company's CEO and chair. The note is due on July 31, 2027, is unsecured, carries an interest rate of 10% per annum and includes a 2% prepayment penalty.

The Company simultaneously entered into a warrant agreement with Dr. Jeereddi to purchase up to 110,526 shares of the Company's common stock at an exercise price of $0.95 per share through the maturity date of July 31, 2031. The warrant may be exercised in whole or in part at any time up to the maturity date, including on a cashless basis in the event the shares issuable pursuant to the warrant are not registered at the point of exercise. Shares issuable pursuant to the warrant are not currently registered and accordingly carry certain restrictions on transfer.

The Note Agreement provides that the Registrant may accept additional investment, on the same terms, of up to an aggregate of $1.5 million.