v3.26.1
Note G - Acquisition of Physician Support Systems, Inc.
 12 Months Ended
Dec. 31, 2025
Physician Support Systems (PSS) [Member]  
Notes to Financial Statements  
Business Combination [Text Block]

NOTE G – Acquisition of Physician Support Systems, Inc.

 

Following approval of the Company’s stockholders at a meeting held on October 31, 2025, the Company completed its acquisition of all of the outstanding shares of Physician Support Systems, Inc. from its stockholders in exchange for 3,158,000 new shares of its common stock. A Special Committee of the Board, composed entirely of disinterested directors of the EHSI Board, considered a number of factors that it viewed as supporting its decision to approve the Acquisition Agreement, including:

 

 

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The Company believes the Acquisition will strengthen the Company’s health experience, access to providers and management team;
 

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PSS is an operating business with revenue, creating a stronger set of financial statements of the Company;
 

●

The Board believes the addition of an operating business with significant provider connections and management expertise will benefit the Company’s business and thus the stockholders of the Company;
 

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The Board believes the combined enterprise, the Company with PSS, will have greater access to capital and recognition by the public markets;
 

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A stronger financial and operating company will likely be viewed positively by State and Federal regulators and the commercial insurance and healthcare markets;
 

●

The Special Committee believes the terms of the transaction are favorable to the Company;

 

The Company recorded the acquired tangible and intangible assets and liabilities assumed based on their estimated fair values. The company attributed all the intangible assets to assembled workforce, expected synergies, strategic positioning, and other future economic benefits that do not meet the contractual or separability for recognition as distinct intangible assets under ASC 805. Accordingly, management concluded that all the intangible assets be allocated to goodwill.

 

The company assessed the significance of the acquisition and determined it did not meet the definition of a significant subsidiary as defined in Reg S-X, Rule 1-02(w). Accordingly, no proforma results are provided.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed on the date of the acquisition:

 

   

Fair Value

  

Assets acquired:

        

Due from clients

   $ 783,127  

Prepaid expense

     6,581  

Goodwill

     4,962,304  

Total assets acquired

     5,752,012  
         

Liabilities assumed:

        

Due to clients

     612,752  

Accounts payable

     58,887  

Credit cards and accrued liabilities

     438,113  

Total liabilities assumed

     1,109,752  

Total purchase price

   $ 4,642,260