[8-K] Syra Health Corp Reports Material Event

Rhea-AI Filing Summary

Syra Health Corp. has amended its Amended and Restated Certificate of Incorporation to change how its Class B common stock converts. Stockholders approved these changes on November 14, 2025, after a recommendation from the Board of Directors. The amendment deletes a provision that caused automatic conversion of Class B shares upon the death of a Class B stockholder. It also expands who can receive transfers of Class B shares, allowing transfers to immediate family members, heirs, successors and assigns without triggering conversion of those Class B shares. The amendment was filed in Delaware on November 18, 2025 and became effective upon filing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025

SYRA HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41822		85-4027995
(State or other jurisdiction		(Commission		(I. R. S. Employer
of incorporation)		File Number)		Identification No.)

1119 Keystone Way N. #201

Carmel, IN 46032

(Address of principal executive offices, including zip code)

(463) 345-8950

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		SYRA		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As previously reported, upon the recommendation of the Board of Directors of Syra Health Corp. (the “Company”) the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) on November 14, 2025 to (i) delete Article IV, Section 4.2.8(D) in its entirety which allowed for the automatic conversion of Class B Common Stock upon death of a Class B stockholder and (ii) add immediate family members, heirs, successors and assigns as parties to whom the Class B stockholder can transfer shares to without such Class B shares being converted.

On November 18, 2025, the Company filed a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon filing.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibit

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation dated November 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYRA HEALTH CORP.
Date: November 18, 2025	By:	/s/ Priya Prasad
		Priya Prasad Interim Chief Executive Officer and Chief Financial Officer

FAQ

What corporate change did Syra Health Corp. (SYRA) report in this 8-K?

Syra Health Corp. reported an amendment to its Amended and Restated Certificate of Incorporation that changes the conversion and transfer rules applicable to its Class B common stock.

How did Syra Health Corp. change the conversion rules for its Class B common stock?

The amendment deletes Article IV, Section 4.2.8(D), which previously allowed for the automatic conversion of Class B common stock upon the death of a Class B stockholder.

To whom can Syra Health Corp. Class B shares now be transferred without conversion?

Class B shares can now be transferred to immediate family members, heirs, successors and assigns of a Class B stockholder without those Class B shares being converted.

When did Syra Health stockholders approve the amendment to the Certificate of Incorporation?

Stockholders approved the amendments to the Certificate of Incorporation on November 14, 2025, following a recommendation from the Board of Directors.

When did the Syra Health charter amendment become effective?

The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on November 18, 2025 and became effective upon filing.

Where can investors find the full text of Syra Health’s charter amendment?

The full text of the amendment is available as Exhibit 3.1, titled “Amendment to Amended and Restated Certificate of Incorporation dated November 18, 2025.”

Who signed the Syra Health Corp. 8-K reporting this amendment?

The report was signed on behalf of Syra Health Corp. by Priya Prasad, Interim Chief Executive Officer and Chief Financial Officer.