Mr. Chris Cosgrove reports

COMPREHENSIVE HEALTHCARE SYSTEMS TO ACQUIRE THIRD PARTY ADMINISTRATOR (TPA) AMERICA'S CHOICE HEALTHPLANS, MOVING FROM BENEFITS SOFTWARE TO BENEFITS OUTCOMES

Comprehensive Healthcare Systems Inc. has entered into a definitive asset purchase agreement, dated Oct. 9, 2026, to acquire the business of America's Choice Healthplans LLC (ACH), a United States-based third party administrator (TPA) serving employers and plan sponsors. This transaction is an arm's-length transaction between unrelated parties, does not involve any material term and no finders' fees were paid.

Highlights

• Adds an established U.S. TPA business. ACH generated approximately $2.1-million (U.S.) in revenue in 2024, with a net loss of approximately $80,000 (U.S.), based on audited financial statements, and approximately $2.3-million (U.S.) in operating revenue and a net loss of approximately $10,000 (U.S.) in 2025, based on unaudited financial statements.
• Potential to create a repeatable acquisition model. Comprehensive Healthcare intends to deploy Novus360 within ACH's operations and, subject to successful integration, evaluate additional opportunities the U.S. TPA market.
• Non-dilutive transaction. No Comprehensive Healthcare common shares are being issued in connection with the acquisition, and cash paid was not material to Comprehensive Healthcare.
• Expands Comprehensive Healthcare's addressable market. Comprehensive Healthcare can now compete for the portion of the benefits budget that goes to TPAs and outsourced administration, not just the software portion.
• Delivers one integrated platform to clients. Enrolment, eligibility and downstream administration will draw from a single system of record, potentially reducing handoffs, errors, and vendor complexity for employers and their employees.

The acquisition unites the system of records where enrolment and eligibility begin with the operational workflows that follow, allowing Comprehensive Healthcare to deliver complete benefits administration outcomes rather than software alone. Following closing, ACH will operate as a division of Comprehensive Healthcare. The transaction is expected to close in October, 2026, subject to customary closing conditions and applicable regulatory approvals, if required.

"The acquisition of ACH is an important step in our broader strategy," stated Chris Cosgrove, president and chief executive officer of Comprehensive Healthcare Systems. "The U.S. TPA market is highly fragmented, and we believe there is an opportunity to combine our technology platform with selected TPA businesses. Our objective with ACH is to demonstrate the model -- integrate the business, deploy Novus360 to automate workflows and build the operating capabilities that could support additional opportunities over time."

Following closing, Comprehensive Healthcare intends to integrate ACH's administrative operations with Novus360 to demonstrate how its technology can be deployed within a TPA operating environment: automating selected administrative workflows, expanding the range of services offered to customers, and improving operating efficiency and scalability. Subject to successful integration, Comprehensive Healthcare intends to use ACH as a model for evaluating additional opportunities in the U.S. TPA market.

"This acquisition is strategically important because it expands both the market in which CHS can compete and the portion of the benefits administration value chain that we can address," said Mr. Cosgrove. "We are moving beyond providing benefits administration software alone toward a model that combines Novus360 with technology-enabled benefit administrative solutions."

Expanding Comprehensive Healthcare's addressable market

Comprehensive Healthcare has historically focused primarily on benefits administration software and related technology through its Novus360 platform. ACH adds operational capabilities including claims administration, COBRA, HSA administration, leave management, billing reconciliation and compliance services.

Comprehensive Healthcare believes that successfully integrating ACH could provide a model for evaluating additional TPA opportunities where Novus360 and related automation technologies could potentially improve operating efficiency and scalability. Any future potential acquisitions would be subject to, among other factors, the identification of suitable opportunities, satisfactory due diligence, availability of financing, applicable regulatory and exchange requirements, and approval by the company's board of directors.

Transaction details

Under the asset purchase agreement, Comprehensive Healthcare will acquire ACH's existing client contracts and certain operating assets and assume certain liabilities associated with the acquired business. No Comprehensive Healthcare common shares are being issued in connection with the acquisition and cash paid was not material to Comprehensive Healthcare.

ACH generated approximately $2.1-million (U.S.) in revenue for the year ending Dec. 31, 2024, and recorded a net loss of approximately $80,000 (U.S.), based on audited financial statements. For the year ending Dec. 31, 2025, ACH generated approximately $2.3-million (U.S.) in operating revenue and recorded a net loss of approximately $10,000 (U.S.), based on unaudited financial statements provided to Comprehensive Healthcare.

ACH currently provides third party administration services to more than 20 employers and plan sponsors and will operate as a division of Comprehensive Healthcare following completion of the transaction.

The transaction is expected to close in October, 2026, subject to customary closing conditions and applicable regulatory approvals, if required.

About Comprehensive Healthcare Systems Inc.

Comprehensive Healthcare Systems is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The company is a vertically integrated software-as-service (SaaS) company focused on health care benefits administration. Its Novus360 Healthcare Welfare and Benefits Administration platform provides reliable, high-volume benefits administration software and technology-enabled services to organizations including self-financed employers, providers and labour organizations.

We seek Safe Harbor.