SYRA 10-K & 10-Q changes, risk factors and insider trading
Syra Health Corp · OTC · Services-Employment Agencies · CIK 1922335 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our common stock is a “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.”
New heading “Our common stock is currently traded on the OTC QB Market, which may have an unfavorable impact on our stock price and liquidity.”
New heading “Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.”
New heading “Since our common stock is currently quoted on the OTC QB Markets our stockholders may face significant restrictions on the resale of our common stock due to state “blue sky” laws and the sale of common stock in this offering is subject to state “blue sky” laws.”
Removed heading “Nasdaq may delist our Class A common stock from trading on its exchange, which could limit investors’ ability to make transactions in our Class A common stock and subject us to additional trading restrictions.”
Largest changes
“Nasdaq may delist our Class A common stock from trading on its exchange, which could limit investors’ ability to make transactions in our Class A common stock and subject us to additional trading restrictions.”see in full comparison
“Our common stock is currently traded on the OTC QB Market, which may have an unfavorable impact on our stock price and liquidity.”see in full comparison
“Since our common stock is currently quoted on the OTC QB Markets our stockholders may face significant restrictions on the resale of our common stock due to state “blue sky” laws and the sale of common stock in this offering is subject to state “blue sky” laws.”see in full comparison
“Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.”see in full comparison
“Our common stock is a “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.”see in full comparison
“If Nasdaq delists our Class A common stock and we are not able to list our Class A common stock on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders:”see in full comparison
Full comparison: every changed paragraph (18)
Litigation
is costly, time-consuming and disruptive to normal business operations. The defencedefense of these matters could also result in continued diversion
of our management’s time and attention away from business operations, which could also harm our business. Even if these matters
are resolved in our favor, the uncertainty and expense associated with unresolved legal proceedings could harm our business and reputation.
We
are highly dependent upon our personnel, including DeepikaGregory Vuppalanchi,A. Alexander, our Chief Executive Officer and Chairman.Officer. The loss of Dr.Gregory Vuppalanchi’sAlexander’s
services could impede the achievement of our business objectives. We have not obtained, do not own, nor are we the beneficiary of, key-person
life insurance. Furthermore, our future success depends upon our continuing ability to identify, attract, hire and retain highly qualified
personnel, including skilled management and scientific personnel, all of whom are in high demand and are often subject to competing offers.
Competition for qualified personnel in the healthcare services industry is intense, and we may not be able to hire or retain a sufficient
number of qualified personnel to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are
acceptable to us. A loss of a substantial number of key or qualified employees, or an inability to attract, retain and motivate additional
highly skilled employees required for expansion of our business, could have a material adverse impact on our business, results of operations
or financial condition.
For
the years ended December 31, 20242025 and 2023,2024, FSSA accounted for approximately 61%35% and 68%61% of our revenues and 56%8% and 30%56% of our accounts
receivable, respectively, as due from the combined divisions (NeuroDiagnostic Institute and Division of Mental Health and Addiction)
of the FSSA. Additionally, for the year ended December 31, 2025, Humana, Inc accounted for approximately 37% and 74% of the Company’s
revenue and accounts receivable, respectively. In addition, the combined divisions of the FSSA, Coordinated Care Corporation (doing business
as Managed Health Services, owned 11% of the Company’s accounts receivable at December 31, 2025. It is possible that any of our
large customers could decide to terminate their relationship with us in the future. The loss
of one or both of our top customers, or
a substantial decrease in demand by any of those customers for our services and solutions, could
have a material adverse effect on our
business, results of operations and financial condition.
Our common stock is a “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.
Our common stock is considered to be a “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share and, currently we do not qualify for an exception. This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders to sell their shares.
Our common stock is currently traded on the OTC QB Market, which may have an unfavorable impact on our stock price and liquidity.
Our common stock is currently quoted on the OTC QB Markets. The OTC QB Markets is significantly more limited market than the national securities exchanges such as the New York Stock Exchange, or Nasdaq stock exchange, and there are lower financial or qualitative standards that a company must meet to have its stock quoted on the OTC QB Markets. OTC QB Markets is an inter-dealer quotation system much less regulated than the major exchanges, and trading in our common stock may be subject to abuses, volatility and shorting, which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require a broker-dealer to have reasonable grounds for believing an investment is suitable for that customer when recommending an investment to a customer. FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for some customers and may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may result in a limited ability to buy and sell our stock.
Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.
FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.
Since our common stock is currently quoted on the OTC QB Markets our stockholders may face significant restrictions on the resale of our common stock due to state “blue sky” laws and the sale of common stock in this offering is subject to state “blue sky” laws.
Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must also be registered in that state. Since our common stock is currently quoted on the OTC QB Markets, a determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our securities to be limited, as you may be unable to resell your common stock without the significant expense of state registration or qualification.
Nasdaq
may delist our Class A common stock from trading on its exchange, which could limit investors’ ability to make transactions in
our Class A common stock and subject us to additional trading restrictions.
Our
Class A common stock is listed on the Nasdaq Capital Market and we expect to meet the minimum initial listing standards set forth in
the Nasdaq listing standards, we cannot assure you that our Class A common stock will be, or will continue to be, listed on Nasdaq in
the future. In order to continue listing our Class A common stock on Nasdaq, we must maintain certain financial, distribution and stock
price levels and must maintain a minimum number of holders of our Class A common stock.
If
Nasdaq delists our Class A common stock and we are not able to list our Class A common stock on another national securities exchange,
a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders:
Our
Class B common stock has 16.5 votes per share, and our Class A common stock has one vote per share. As of December 31, 2024,2025, there were
833,334600,000 shares of our Class B common stock and 11,339,169 shares of our Class A common stock issued and outstanding. As of December 31,
2025, there were 600,000 shares of our Class B common stock outstanding, representing 79.6%46.6% of our total voting securities outstanding.
Holders of all
of the issued and outstanding shares of our Class B common stock own 833,334600,000 shares of Class B common stock representing
approximately approximately
60.5%46.6% of the voting power of our outstanding capital stock. Such Class B holders shall continue to have voting control
until they hold
under 50.1% of the voting power of our outstanding capital stock, or approximately 583,000 shares of Class B common stock.
Accordingly, In addition,
becauseas of theDecember 16.5-to-131, voting ratio between our Class B common stock and Class A common stock,2025, the holders of our Class B common stock
could continuedo tonot controlhold a majority of the combined voting power of our common stock and therefore control all matters submitted to
our stockholdersoutstanding forcapital approvalstock. untilAlthough converted by ourthe Class B common stockholders.stock Thiscarries concentratedenhanced controlvoting mayrights limit or preclude your
abilityrelative to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational
documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring
stockholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for
our capital stock that you may feel are in your best interest as one of our stockholders. As a result, such concentrated control may
adversely affect the market price of our Class A common stock.stock,
the relative voting power of each class depends on the number of shares of each class outstanding at any given time.
Because of the 16.5-to-1 voting ratio between our Class B common stock and our Class A common stock, the holders of our Class B common stock may continue to exert significant influence over matters submitted to our stockholders for approval, depending on the level of stockholder participation and the distribution of shares among holders of our Class A common stock. However, such holders no longer have the unilateral ability to control a majority of the combined voting power of our common stock solely by virtue of their ownership of Class B common stock.
The concentration of voting power in holders of our Class B common stock, even at less than a majority of the total voting power, may continue to influence corporate matters, including the election of directors, amendments of our organizational documents, and the approval of mergers, consolidations, sales of all or substantially all of our assets, or other major corporate transactions requiring stockholder approval. In addition, this concentration of voting power may discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as a stockholder. As a result, this concentration of voting power may adversely affect the market price of our Class A common stock.
Deepika
Vuppalanchi, our former Chief Executive Officer and Priya Prasad, our Chief Financial Officer and Chief Operating Officer, in
the aggregate,
beneficially own 51.0%71.03% of our Class B common stock and 30.9% of our outstanding voting securities. These stockholders
currently have,
and likely will continue to have, significant influence with respect to the election of our board of directors and approval
or disapproval
of all significant corporate actions. The concentrated voting power of these stockholders could have the effect of delaying
or preventing
an acquisition of the Company or another significant corporate transaction.
Management's Discussion & Analysis (MD&A)
Largest changes
“Net revenue during the year ended December 31, 2025 was comprised of $1,902,700 of healthcare staffing services revenue, $5,323,273 of population health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the year ended December 31, 2024 which comprised of $5,896,433 of healthcare staffing services revenue, $1,659,804 of population health revenue, $369,000 of digital health service revenue, $16,845 of behavioral and mental health revenue and $40,000 of health education revenue, with an overall revenue decrease of $756,109, or 9%. …”see in full comparison
“On October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an aggregate of 1,615,000 units (“Units”) at a public offering price of $4.125 per Unit, with each Unit consisting of (a) one share of the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase one share of Class A common stock at an exercise price equal to $6.50 per share, exercisable until the fifth anniversary of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023 (the …”see in full comparison
“Net revenue increased by $2,466,938 or 45%, driven by an increase of $1,637,141 in our healthcare workforce services and a $944,305 increase in population health revenues. The increase in healthcare workforce revenue was driven by new customer acquisitions and additions to existing contracts. Population health revenues increased in 2024 due to additional services provided to state departments and other customers. The decline in digital health revenues of $146,250 was due to phased transition from implementation to maintenance and operational support services. …”see in full comparison
“On various dates from July 11, 2023, through August 23, 2023, Sahasra Technologies Corp., doing business as STLogics, which is an entity beneficially owned by the principal owners and management team of Syra, made short term, non-interest bearing advances due upon demand, of which an aggregate of $1,295,010 was advanced and we repaid an aggregate $1,095,000 of such advances. The Company pays for payroll and related costs for its employees that provide services to STLogics customers. …”see in full comparison
“Cash provided by financing activities for the year ended December 31, 2024, was $2,058,474, which consisted of $2,469,150 of proceeds from the sale of our Class A common stock, partially offset by $410,676 of repayments on notes payable. …”see in full comparison
SG&A primarily consists of marketing, rent, office, insurance, travel and repair and maintenance expenses incurred. We incurredsee in full comparison$1,445,170$1,065,376 of SG&A expenses during the year ended December 31,2024,2025, compared to$1,131,922$1,445,170 for the year ended December 31,2023,2024,anaincreasedecrease of$313,248,$379,794, or28%.26%. Our SG&A expensesincreaseddecreased primarily due to ourincreasedeffortsoperationsto reduce overhead in2024.2025. SG&A included $111,990 and $142,725and $117,816of rent incurred in both periods from STVentures, LLC, an entity beneficially owned by our principal owners, our management team and their affiliates,$456,327$129,185 and$154,347$173,713 ofinsurancesoftwareforexpense,the years ended December 31, 2024,$362,016 and2023,$456,327respectively.ofStockinsurance,based$24,558compensationandexpense$135,149increasedof investortorelations,$131,180andduring$107,925 and $102,645 of subscription and membership fees for the year ended December 31,20242025comparedandto2024,$32,831 in the year ended December 31, 2023.respectively.
Full comparison: every changed paragraph (23)
We are an integrated healthcare solutions company serving government and commercial healthcare organizations with prevention-focused, accessible, and affordable solutions that improve health outcomes. We deliver end-to-end capabilities across population health, behavioral and mental health, digital health, health education and training, and healthcare workforce development and staffing.
We
are a healthcare services company promoting preventative health, holistic wellness, health education, and equitable healthcare for all
patient demographics. We leverage deep scientific and healthcare expertise to create strategic frameworks and develop patient-centric
solutions for the betterment of patient lives and health outcome linked to developing a healthier population. We are developing comprehensive
end-to-end solutions in health education services, population health management, behavioral and mental health, healthcare workforce and
digital health.
We
hope to become a leader in clinical healthcare solutions by providing customized and comprehensive end-to-end solutions for our customers
in the public and private healthcare sectors and expand our operations to other metropolitan areas. As we continue our expansion, we
anticipate that our professional pool and infrastructure will grow to support the breadth and depth of our services. With our rapid growth
of sales and business development teams, we intend to replicate our current projects with similar customers across the country. We plan
to open offices in multiple geographical locations to support our sales and business development efforts and intend to invest in partnerships
with subject matter experts to further enhance our service lines and provide real-world insights. In addition to organic efforts, we
may expand our footprint by acquiring companies that offer similar service lines. It is anticipated that such companies will strengthen
our current service offerings and may also include new services that we may offer to our clients. Our flagship product, Syrenity, is
a proprietary behavioral and mental health application designed to address the growing mental health crisis. We are strategically preparing
for its launch in global markets while continually advancing its scientific foundation and AI technology to enhance user outcomes. Additionally,
our government solutions service line of business positions us to work on federal government healthcare and related projects from several
agencies such as the United States Department of Health and Human Services, the Centers for Disease Control and Prevention, the National
Institutes of Health, the National Aeronautics and Space Administration and the United States Department of Defence.Defense.
Net revenue during the year ended December 31, 2025 was comprised of $1,902,700 of healthcare staffing services revenue, $5,323,273 of population health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the year ended December 31, 2024 which comprised of $5,896,433 of healthcare staffing services revenue, $1,659,804 of population health revenue, $369,000 of digital health service revenue, $16,845 of behavioral and mental health revenue and $40,000 of health education revenue, with an overall revenue decrease of $756,109, or 9%. The decrease in healthcare workforce revenue was due to fewer new customer acquisitions and lower renewal value on our FSSA (NeuroDiagnostic Institute contract in January 2025, which runs through June 2026 and has a ceiling value of approximately $1,480,000). Population health revenues increased in 2025 due to additional services provided to state health departments and other customers. We depend heavily on state, local and county government budgets for our revenue. In 2025, the United States federal government began pausing or terminating numerous spending programs that potentially fund those programs and institutions that are our customers. As such, we have begun to see delays in new contract awards, or cancellations of previous requests for proposals. These factors, and the possibility of further spending reviews and cancellations are expected to negatively affect the quantity and time of our revenue, results of operations and cash flows in the near term
Net
revenue increased by $2,466,938 or 45%, driven by an increase of $1,637,141 in our healthcare workforce services and a $944,305 increase
in population health revenues. The increase in healthcare workforce revenue was driven by new customer acquisitions and additions to
existing contracts. Population health revenues increased in 2024 due to additional services provided to state departments and other customers.
The decline in digital health revenues of $146,250 was due to phased transition from implementation to maintenance and operational support
services. On January 31, 2025, with the completion of the Company’s contract FSSA (NeuroDiagnostic Institute), the Company expects
a decline in revenue generation for healthcare workforce. A new contract from FSSA (NeuroDiagnostic Institute) has been executed with
a contract end date of June 30, 2025 with a ceiling value of approximately $1,480,000 in revenue.
Our
cost of services included wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract
service employees while they work on contract assignments. We incurred $6,329,119$4,738,211 of cost of services for the year ended December 31,
2024,2025, compared to $4,103,244$6,329,119 for the year ended December 31, 2023,2024, ana increasedecrease of $2,225,875,$1,590,908, or 54%.25%. Our gross profit was approximately
34% for the year ended December 31, 2025, compared to approximately 21% for the year ended December 31, 2024, comparedan to approximately 26% for the year ended December 31, 2023, a decreaseincrease of approximately
5%.14%. Our cost of services increased primarily due to an increase in labor costs associated with the increased volume of contracts, and
increased consulting costs associated with a slight change in service mix from healthcare workforce services to project-based population
health services that carry better margins.
Our
salaries and benefits include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management
and office personnel. We incurred $2,718,743$1,500,688 of salaries and benefits during the year ended December 31, 2024,2025, compared to $2,292,295$2,718,743
for the year ended December 31, 2023,2024, ana increasedecrease of $426,448,$1,218,055, or 19%.45%. Salaries and benefits increased in 2024decreased as weour supportedheadcount decreased in
2025, and due to a strategic focus on streamlining our increased
operations by reducing redundancies and added office personnel followingoptimizing our IPO process. In an effort to reduce its operating costs, the Company, effective July
1, 2024, instituted a 25% payroll reduction for its executive officers for a period of five months. Salaries and benefits included $629,643
and $535,909 of officer compensation for the years ended December 31, 2024 and 2023, respectively.workforce.
Professional
services primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities. We incurred
$606,051$737,714 of professional services for the year ended December 31, 2024,2025, compared to $586,463$606,051 for the year ended December 31, 2023,2024, an
increase of $19,588,$131,633, or 3%.22%. Professional fees increased in 20242025 due to increased legalrecruiting consulting services related costs in the current period, and otherincreased professionalaccounting costsand relatedaudit to the Company’s
regulatory filings.fees.
SG&A
primarily consists of marketing, rent, office, insurance, travel and repair and maintenance expenses incurred. We incurred $1,445,170$1,065,376
of SG&A expenses during the year ended December 31, 2024,2025, compared to $1,131,922$1,445,170 for the year ended December 31, 2023,2024, ana increasedecrease
of $313,248,$379,794, or 28%.26%. Our SG&A expenses increaseddecreased primarily due to our increasedefforts operationsto reduce overhead in 2024.2025. SG&A included $111,990
and $142,725 and
$117,816 of rent incurred in both periods from STVentures, LLC, an entity beneficially owned by our principal owners, our management
team and their affiliates,
$456,327 $129,185 and $154,347$173,713 of insurancesoftware forexpense, the years ended December 31, 2024,$362,016 and 2023,$456,327 respectively.of Stockinsurance, based$24,558 compensationand expense$135,149 increasedof investor
torelations, $131,180and during$107,925 and $102,645 of subscription and membership fees for the year ended December 31, 20242025 comparedand to2024, $32,831 in the year ended December 31, 2023.respectively.
We incurred $20,468 of depreciation expense for the year ended December 31, 2025, compared to $62,738 of depreciation expense for the year ended December 31, 2024, a decrease of $42,270, or 67%.
We
incurred $62,738 of depreciation expense for the year ended December 31, 2024, compared to $48,771 of depreciation expense for the year
ended December 31, 2023, an increase of $13,967, or 29%. Depreciation increased as we expanded our office space and placed additional
office equipment into service during 2023.
For
the year ended December 31, 2025, other expense on a net basis consisted of $13,270 of interest incurred on insurance finance charges,
partially offset by $21,261 of interest income. For the year ended December 31, 2024, other expense on a net basis consisted of $15,600
of interest incurred on insurance finance charges,
partially offset by $21,247 of interest income. ForOther the year ended December 31, 2023, other expenseexpense, on a net basisbasis, consisteddecreased
by of$2,344, $53,686
ofor 42%, primarily due to decreased interest incurredincome oncompared to the lineprior of credit that we entered into in 2022, convertible promissory notes payable, and insurance finance
charges, as partially offset by $2,942 of interest income.period.
Our
net loss for the year ended December 31, 2024,2025, was $3,759,238,$896,333, compared to a net loss of $2,938,343$3,759,238 for the year ended December 31, 2023,2024,
ana increasedecrease of $820,895. Net loss increased primarily due to the increase in salary costs related to expanded operations in 2023.$2,862,905.
Cash
used in operating activities for the years ended December 31, 2024,2025, and 20232024 was $2,932,033$447,746 and $2,759,068,$2,932,033, respectively, which was primarily
attributable to our net loss for sucheach years.year. The improvement in operating cash activities is a result of our efforts to reduce expenses
and better working capital management.
Net Cash Used in/Provided by Financing Activities
Cash used in financing activities for the year ended December 31, 2025, was $332,819, which consisted of $14,800 of proceeds from the sale of our Class A common stock, offset by $347,619 of repayments on notes payable. Cash provided by financing activities for the year ended December 31, 2024, was $2,058,474, which consisted of $2,469,150 of proceeds from the sale of our Class A common stock, partially offset by $410,676 of repayments on the notes payable.
Cash
provided by financing activities for the year ended December 31, 2024, was $2,058,474, which consisted of $2,469,150 of proceeds from
the sale of our Class A common stock, partially offset by $410,676 of repayments on notes payable. Cash provided by financing activities
for the year ended December 31, 2023, was $6,051,050, which consisted of $5,332,283 of proceeds from the sale of our Class A common stock,
$1,455,000 of proceeds received from convertible notes payable, $1,295,010 of advances received from related parties, and $300,000 of
proceeds received from line of credit, partially offset by $1,050,551 of repayments on the line of credit, $1,095,000 of repayments on
advances from related parties, and $185,692 of repayments on notes payable.
Advances
from Related Party
On
various dates from July 11, 2023, through August 23, 2023, Sahasra Technologies Corp., doing business as STLogics, which is an entity
beneficially owned by the principal owners and management team of Syra, made short term, non-interest bearing advances due upon demand,
of which an aggregate of $1,295,010 was advanced and we repaid an aggregate $1,095,000 of such advances. The Company pays for payroll
and related costs for its employees that provide services to STLogics customers. During the year ended December 31, 2023, the Company
applied $200,010 of such costs to reduce the balance of the advance to $0. During the year ended December 31, 2024, the Company paid
$101,411 of payroll and related costs for these employees and had a receivable from STLogics of $0 and $50,614 for additional costs incurred
as of December 31, 2024 and December 31, 2023, respectively.
On
October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an aggregate
of 1,615,000 units (“Units”) at a public offering price of $4.125 per Unit, with each Unit consisting of (a) one share of
the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the “Warrants”)
to purchase one share of Class A common stock at an exercise price equal to $6.50 per share, exercisable until the fifth anniversary
of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023 (the “Underwriting Agreement”)
by and between the Company and Kingswood, a division of Kingswood Capital Partners, LLC, as representative of the several underwriters
named in the Underwriting Agreement (the “Representative”). The Company received gross proceeds of approximately $6.7 million
from the sale of the Units before deducting underwriting discounts, commissions and offering expenses. In addition, pursuant to the Underwriting
Agreement, the Company granted the Representative a 45-day option to purchase up to 242,250 Units at the initial public offering price,
less the underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”). On the Closing Date, the
Company issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters of the Over-Allotment
Option, generating gross proceeds of $2,422.
During the year ended December 31, 2025, 23,125 warrants were exercised to purchase Class A Common Stock, pursuant to which the Company received cash proceeds of $14,800 On January 17, 2025, a total of 233,334 shares of Class B Common Stock previously held by the Company’s Executive Chairman and President, Sandeep Allam, automatically converted into 2,333,340 shares of Class A common stock according to the terms of the Company’s Articles of Incorporation.
On
January 17, 2025, a total of 233,334 shares of Class B Common Stock previously held by the Company’s Executive Chairman and President,
Sandeep Allam, automatically converted into 2,333,340 shares of Class A common stock according to the terms of the Company’s Articles
of Incorporation.
We
primarily provide our Healthcare Workforce and Behavioral and Mental Health services to state and local government health agencies, payers,
and other private health organization.organizations. Healthcare Workforce and Behavioral Mental Health Service contracts are accounted for as a single
performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of our medical staffing
on an hourly or daily basis. Population Health Management, Health Education, and Digital Health Services contracts generally consist
of a single performance obligation to provide data analytics and reporting, training, or develop technology for implementation and maintenance
with the customer, with revenue recognized at a point in time when the customer obtains the benefit of the services are provided and
through maintenance for the life of the contract.
What changed in the latest 10-Q
Risk Factors
In addition to other information set forth in this report, readers should carefully consider the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Any of the risk factors disclosed in the Annual Report or our reports could materially affect our business, financial condition or future results. The risks described in the Prospectus are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Three Months Ended June 30, 2026, and 2025”
New heading “Cost of Services”
New heading “Other Income (Expense)”
Largest changes
“Results of Operations for the Three Months Ended June 30, 2026, and 2025”see in full comparison
“Our cost of services includes wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract service employees while they work on contract assignments. We incurred $1,328,120 of cost of services for the three months ended June 30, 2026, compared to $1,193,304 of cost of services for the three months ended June 30, 2025, an increase of $134,816, or 11%. Our gross profit was approximately 45% for the three months ended June 30, 2026, compared to approximately 39% for the three months ended June 30, 2025, an increase of approximately 6%. …”see in full comparison
“Net revenue during the three months ended June 30, 2026 was comprised of $678,113 of healthcare staffing services revenue, $1,716,310 of population health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the three months ended June 30, 2025 comprised of $362,447 of healthcare staffing services revenue, $1,583,752 of population health revenue, and $0 of behavioral and mental health revenue, with an overall revenue increase of $448,224, or 23%. …”see in full comparison
“Our salaries and benefits include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management and office personnel. We incurred $392,136 of salaries and benefits during the three months ended June 30, 2026, compared to $326,354 of salaries and benefits during the three months ended June 30, 2025, an increase of $65,782, or 20%. …”see in full comparison
Full comparison: every changed paragraph (38)
Results
of Operations for the ThreeSix Months Ended MarchJune 31,30, 2026, and 2025
The
following table summarizes selected items from the statements of operations for the threesix months ended MarchJune 31,30, 2026, and 2025.
Net
revenue during the threesix months ended MarchJune 31,30, 2026 was comprised of $513,002$1,191,115 of healthcare staffing services revenue, $1,760,518$3,476,828 of
population health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the threesix months ended MarchJune 30,
31, 2025 comprised of $655,217$1,017,664 of healthcare staffing services revenue, $1,202,557$2,786,309 of population health revenue, and $0 of behavioral and
and mental health revenue, with an overall revenue increase of $415,746,$173,451, or 22%.17%. The decreaseincrease in healthcare workforce revenue was dueprimarily
attributable to fewerincreased newbillable customerhours acquisitionsresulting from the deployment of additional nursing personnel under current contracts and lower renewal
value on our FSSA (NeuroDiagnostic Institute contract in January 2025, which runs
through June 2026 and has a ceiling value of approximately
$1,480,000). Population health revenues increased beginning in 2025 due to
additional services provided to Manages Care Entities and
state health departments and other customers.departments. We depend heavily on state, local and county government
budgets for our revenue. In 2025, the United States
federal government began pausing or terminating numerous spending programs that potentially
fund those programs and institutions that
are our customers. As such, we have begun to see delays in new contract awards, or cancellations
of previous requests for proposals.
These factors, and the possibility of further spending reviews and cancellations are expected to
negatively affect the quantity and time
of our revenue, results of operations and cash flows in the near term.
Our
cost of services includedincludes wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract
service employees while they work on contract assignments. We incurred $1,302,265$2,630,385 of cost of services for the threesix months ended MarchJune 30,
31, 2026, compared to $1,268,618$2,461,922 of cost of services for the threesix months ended MarchJune 31,30, 2025, an increase of $33,647,$168,463, or 3%.7%. Our gross profit
profit was approximately 43%44% for the threesix months ended MarchJune 31,30, 2026, compared to approximately 32%35% for the threesix months ended March
31,June 30, 2025, an
increase of approximately 11%.8%. Our cost of services increased primarily due to an increase in labor costs associated with
the increased
volume of contracts, and increased consulting costs associated with a slight change in service mix from healthcare workforce services
services to project-based population health services that carry better margins.
Our
salaries and benefits include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management
and office personnel. We incurred $372,109$764,245 of salaries and benefits during the threesix months ended MarchJune 31,30, 2026, compared to $507,207$833,561 of
of salaries and benefits during the threesix months ended MarchJune 31,30, 2025, a decrease of $135,098,$69,316, or 27%.8%. Salaries and benefits decreased
as our
headcount decreased in 2025, and due to a strategic focus on streamlining our operations by reducing redundancies and optimizing our
our workforce.
Professional
services primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities. We incurred
$187,141$325,160 of professional services for the threesix months ended MarchJune 31,30, 2026, compared to $224,026$388,965 of professional fees for the threesix months
months ended MarchJune 31,30, 2025. Professional fees decreased by $63,805, or 16%, in 2026 due to decreased accounting and audit fees, and increased
consulting consulting
fees in the current period.
Research
and development expenses primarily consist of consulting expenses incurred to develop our technology-based solutions. We incurred $6,921$54,272
and $37,173$66,885 of research and development expenses for the threesix months ended MarchJune 31,30, 2026, and 2025, respectively, a decrease of $12,613,
or 19%, related to continued
development of the Company’s Syrenity application for its Behavioral and Mental Health services.
SG&A
primarily consists of marketing, rent, office, insurance, travel and repair and maintenance expenses incurred. We incurred $213,047$449,532 of
SG&A expenses during the threesix months ended MarchJune 31,30, 2026, compared to $287,287$576,357 of SG&A expenses during the threesix months ended June
March 31,30, 2025, a decrease of $74,240,$126,825, or 26%.22%. Our SG&A expenses decreased primarily due to our efforts to reduce overhead beginning in
in 2025. SG&A included $16,740$38,745 and $33,626$67,253 of rent incurred in both periods from STVentures, LLC, an entity beneficially owned by our
our principal owners, our management team and their affiliates, $25,862$58,880 and $31,732$78,104 of software expense, $96,247$151,841 and $109,505$185,262 of insurance,
$0$3,917 and $13,375$20,221 of investor relations, and $20,311$38,581 and $19,358$52,163 of subscription and membership fees for the threesix months ended MarchJune 31,30,
2026 and 2025, respectively.
We
incurred $1,054$1,795 of depreciation expense for the threesix months ended MarchJune 31,30, 2026, compared to $6,797$12,775 of depreciation expense for the six
three months ended MarchJune 31,30, 2025, a decrease of $5,743,$10,980, or 84%.86%.
For
the threesix months ended MarchJune 31,30, 2026, other expenseincome on a net basis consisted of $2,462$4,679 of interest incurred on insurance finance charges,
offset by $52,458$53,346 of interest income. For threesix months ended MarchJune 31,30, 2025, Otherother income, on a net basis, consisted of $3,229$7,087 of interest
incurred on insurance finance charges, asand partially offset by $4,298$7,718 of interest income. Other expense, on a net basis, increased by
$48,927,$48,036, primarily due to increased interest income compared to the prior period.
Our
net income for the threesix months ended MarchJune 31,30, 2026,2026 was $240,979,$491,221, compared to a net loss of $472,265$535,861 for the threesix months ended MarchJune 30,
31, 2025.
Results of Operations for the Three Months Ended June 30, 2026, and 2025
The following table summarizes selected items from the statements of operations for the three months ended June 30, 2026, and 2025.
Net Revenues
Net revenue during the three months ended June 30, 2026 was comprised of $678,113 of healthcare staffing services revenue, $1,716,310 of population health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the three months ended June 30, 2025 comprised of $362,447 of healthcare staffing services revenue, $1,583,752 of population health revenue, and $0 of behavioral and mental health revenue, with an overall revenue increase of $448,224, or 23%. The increase in healthcare workforce revenue was primarily attributable to increased billable hours resulting from the deployment of additional nursing personnel under current contracts and renewal value on our FSSA (NeuroDiagnostic Institute contract in January 2025, which runs through June 2026 and has a ceiling value of approximately $1,480,000). Population health revenues increased beginning in 2025 due to additional services provided to Manages Care Entities and state health departments. We depend heavily on state, local and county government budgets for our revenue. In 2025, the United States federal government began pausing or terminating numerous spending programs that potentially fund those programs and institutions that are our customers. As such, we have begun to see delays in new contract awards, or cancellations of previous requests for proposals. These factors, and the possibility of further spending reviews and cancellations are expected to negatively affect the quantity and time of our revenue, results of operations and cash flows in the near term.
Cost of Services
Our cost of services includes wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract service employees while they work on contract assignments. We incurred $1,328,120 of cost of services for the three months ended June 30, 2026, compared to $1,193,304 of cost of services for the three months ended June 30, 2025, an increase of $134,816, or 11%. Our gross profit was approximately 45% for the three months ended June 30, 2026, compared to approximately 39% for the three months ended June 30, 2025, an increase of approximately 6%. Our cost of services increased primarily due to an increase in labor costs associated with the increased volume of contracts, and increased consulting costs associated with a slight change in service mix from healthcare workforce services to project-based population health services that carry better margins.
Salaries and Benefits
Our salaries and benefits include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management and office personnel. We incurred $392,136 of salaries and benefits during the three months ended June 30, 2026, compared to $326,354 of salaries and benefits during the three months ended June 30, 2025, an increase of $65,782, or 20%. Salaries and benefits increased as a result of our continued build-out of personnel supporting our various service lines as well as the compensation associated with our new Chief Executive Officer, who commenced employment in January 2026. Although these increases were partially offset by continued discipline in overall headcount management, as the Company balances investment in revenue-generating roles against its broader cost-control initiatives.
Professional Services
Professional services primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities. We incurred $138,019 of professional services for the three months ended June 30, 2026, compared to $164,939 of professional fees for the three months ended June 30, 2025, a decrease of $26,920, or 16%. Professional fees decreased in 2026 due to decreased accounting and audit fees, and increased consulting fees in the current period.
Research and Development Expenses
Research and development expenses primarily consist of consulting expenses incurred to develop our technology-based solutions. We incurred $47,351 and $39,172 of research and development expenses for the three months ended June 30, 2026, and 2025, respectively, an increase of $17,639, or 59% related to continued development of the Company’s Syrenity application for its Behavioral and Mental Health services.
Selling, General and Administrative Expenses
SG&A primarily consists of marketing, rent, office, insurance, travel and repair and maintenance expenses incurred. We incurred $236,485 of SG&A expenses during the three months ended June 30, 2026, compared to $289,070 of SG&A expenses during the three months ended June 30, 2025, a decrease of $52,585, or 18%. Our SG&A expenses decreased primarily due to our efforts to reduce overhead beginning in 2025. SG&A included $22,005 and $33,626 of rent incurred in both periods from STVentures, LLC, an entity beneficially owned by our principal owners, our management team and their affiliates, $33,018 and $46,372 of software expense, $73,633 and $100,186 of insurance, $3,917 and $6,846 of investor relations, and $18,270 and $32,805 of subscription and membership fees for the three months ended June 30, 2026 and 2025, respectively.
Depreciation
We incurred $741 of depreciation expense for the three months ended June 30, 2026, compared to $5,978 of depreciation expense for the three months ended June 30, 2025, a decrease of $5,237, or 88%.
Other Income (Expense)
For the three months ended June 30, 2026, other expense on a net basis consisted of $2,217 of interest incurred on insurance finance charges, offset by $888 of interest income. For three months ended June 30, 2025, other expense, on a net basis, consisted of $3,858 of interest incurred on insurance finance charges, and partially offset by $3,420 of interest income. Other expense, on a net basis, increased by $891, primarily due to decreased interest income compared to the prior period.
Net Loss
Our net income for the three months ended June 30, 2026 was $250,242, compared to a net loss of $63,596 for the three months ended June 30, 2025.
The
following table summarizes total current assets, liabilities, accumulated deficit and working capital at MarchJune 31,30, 2026, and December
31, 2025.
Cash
Flow Activities for the threesix months ended MarchJune 31,30, 2026, and 2025
Net
Cash Provided by in Operating Activities
Cash
provided by operating activities for the threesix months ended MarchJune 31,30, 2026, and 2025 was $1,361,945$643,183 and $158,231,$85,754, respectively, which
was primarily
attributable to our net income for the period ended MarchJune 31,30, 2026, and the financing of our operations through accounts
payable for the
period ended MarchJune 31,30, 2025. The improvement in operating cash activities is a result of our efforts to reduce expenses
and better working
capital management.
Cash
flow from investing activities for the threesix months ended MarchJune 31,30, 2026, and 2025 was $0.
Cash
used in financing activities for the six months ended June 30, 2026, was $134,169, which consisted of repayments on notes payable. Cash
used in financing activities for the three months ended MarchJune 31, 2026, was $54,360, which consisted of repayments on notes payable.
Cash used in financing activities for the three months ended March 31,30, 2025, was $63,051,$175,235, which consisted of $14,800 of proceeds received
from the exercise of Class A common stock warrants, offset by $77,851$190,035 of repayments on notes payable.
On May 11, 2026, a total of 250,000 shares of Class B Common Stock were converted into 2,500,000 shares of Class A common stock according to the terms of the Company’s Certificate of Incorporation.
SYRA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-01-05 | Alexander Gregory R. |
Grant/award | 110,537 | — | — |
Well-known investors holding SYRA (13F)
None of the 59 investors we track reported a position in their latest 13F.