Sec Form 13D Filing - jeereddi Prasad Anjaneya filing for Elite Health Systems Inc. (USNU) - 2023-12-05

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Dr. Prasad Jeereddi

840 Towne Center Drive

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be fill out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

CUSIP No. 90336K101

1	NAMES OF REPORTING PERSONS
	Prasad Anjaneya Jeereddi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,276,983
		8	SHARED VOTING POWER
			222,114
		9	SOLE DISPOSITIVE POWER
			1,276,983
		10	SHARED DISPOSITIVE POWER
			222,114
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,499,097
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share (the “Common Stock”) of U.S. NeuroSurgical Holdings Inc., a Delaware corporation (the “Company”). The Company’s principal executive office is located at 2400 Research Blvd, Suite 325, Rockville, MD.

The consideration for the securities acquired and disclosed hereunder was in connection with a share exchange.  See disclosure in Item 4 below.

Pursuant to the Share Exchange Agreement dated October 1, 2021 (the “Elite Share Exchange Agreement”) between U.S. NeuroSurgical Inc. (“USN”), a majority-owned operating company of the Company, and Elite Health Plan, Inc. (“Elite Health”) and its former shareholders (the “Holders”), USN obtained all of the outstanding shares of capital stock of Elite Health in exchange for the issuance to the Holders of 300 shares of common stock of USN, representing 15% of the capital stock of USN after the transaction.  Consistent with the Company’s obligations under the Elite Share Exchange Agreement, the Company entered into a Share Exchange Agreement dated November 27, 2023 with the Holders (the “USN Share Exchange Agreement”) to issue 1,392,739 shares of the Company’s Common Stock, which will constitute 15% of the outstanding Common Stock of the Company, in exchange for the 300 shares of USN common stock currently held by the Holders (the “Company Exchange”).  In connection with the USN Share Exchange Agreement, the Reporting Person was issued 1,114,191 shares of the Company’s Common Stock, constituting 12% of the shares outstanding after such issuance. As a result of the transaction contemplated under the USN Share Exchange Agreement, there are outstanding as of November 27, 2023, 9,284,924 shares of the Company’s Common Stock.

Except as discussed in this Schedule 13D, the Reporting Person does not have any plans or proposals with respect to the Company which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Person reserves the right to formulate plans and/or make proposals, and take such actions with respect to his investment in the Company, including, subject to applicable law, (i) to hold his Common Stock as a passive investor or as an active investor, (ii) to acquire beneficial ownership of additional Common Stock in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of his holdings of Common Stock, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) to change his intention with respect to any or all of the matters referred to in Item 4 of Schedule 13D.

The following beneficial ownership percentages are based on a total of approximately 9,284,924 shares of Common Stock outstanding as of November 27, 2023 (as reported in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on November 28, 2023).

The information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

The Share Exchange Agreement dated November 27, 2023 between the Company and certain shareholders of USN, including the Reporting Person, and referred to in Item 4 of this Schedule 13D is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K Current Report as filed November 28, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

The following table lists all transactions completed by the Reporting Person in the Common Stock since September 27, 2023, which were all completed through open market purchases.