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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): March 12, 2026
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
2.02. Results of Operations and Financial Conditions.
On
March 12, 2026, Syra Health Corp. issued a press release announcing its financial results for the fourth quarter and full year ended
December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The
information in this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall
not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. In addition, the exhibit furnished herewith contain statements intended as
“forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in
such exhibit.
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 |
| 99.1 |
|
Press Release dated March 12, 2026 |
| 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:
March 12, 2026 |
By: |
/s/
Priya Prasad |
| |
|
Priya
Prasad |
| |
|
Chief
Financial Officer |
Exhibit
99.1
Syra
Health Posts Strong FY2025 Results with 157% Population Health Growth and 76% Net Loss Reduction: Targets Profitability by Year-End 2026
| ● | FY2025
EPS improved to ($0.08) compared to ($0.50) in FY2024 |
| ● | YoY
net loss reduced 76% to ($896K) from ($3.8M) in FY2024 |
| ● | Population
health revenue grew 157% to $5.3 million versus $2.1 million in FY2024 |
| ● | Operating
expenses declined 37% to $3.4 million compared to $5.4 million in FY2024 |
Carmel,
Ind., March 12, 2026 / PRNewswire – Syra Health Corp. (OTCQB: SYRA) (“Syra Health” or the “Company”),
an integrated healthcare solutions company powering better health outcomes through prevention-focused, accessible, and affordable solutions,
announced today its financial results for the fourth quarter and full year ended December 31, 2025.
Q4
and Full Year 2025 Financial Highlights
| ● | Population
Health revenue grew 157% year-over-year to $5.3 million in FY2025 from $2.1 million in FY2024,
driven by demand for the Company’s higher margin yielding population health solutions,
including data analytics, health education and training. Q4 2025 Population Health revenue
grew 128% year-over-year to $1.3 million, compared to $550K in Q4 2024. |
| | | |
| ● | Earnings
per share improved by $0.42 in FY2025 to ($0.08) from ($0.50) in FY2024. Q4 2025 EPS improved
to ($0.01) from ($0.08) in Q42024, representing meaningful progress as the Company moves
closer to profitability. |
| | | |
| ● | Total
operating expenses declined 37% to $3.4 million in FY2025 when compared to $5.4 million in
FY2024. Q4 2025 operating expenses decreased 13% to $727K from $836K in Q4 2024. |
| | | |
| ● | Net
loss improved 76% to ($896K) in FY2025 from ($3.8M) in FY2024. Q4 2025 net loss was reduced
73% to ($135K) versus ($504K) in Q4 2024, reflecting a significantly improved cost structure. |
| | | |
| ● | Gross
margin grew to 34.4% in FY2025 from 20.7% in FY2024, representing a 14% year-over-year increase,
attributed to improved operational efficiency and a higher-quality revenue mix. |
2026
Financial Outlook
| ● | The
Company expects to achieve profitability by year-end 2026, driven by continued strong demand
for its comprehensive population health solutions, disciplined cost management, and new contract
wins. |
Recent
Operational Highlights
| ● | Executed
a strategic transformation from a healthcare technology provider to an integrated healthcare
solutions company, delivering end-to-end capabilities for its government and commercial healthcare
customers. |
| | | |
| ● | Won
a new training contract in Washington state to safeguard behavioral health workers from workplace
violence, addressing a critical and growing need on the frontlines of care. |
| | | |
| ● | Scaled
our live-agent HEDIS call center operations and expanded utilization nursing staff to meet
demand from insurance company customers. |
| | | |
| ● | Launched
a wellness pilot program in collaboration with a public health department in North Carolina
to protect employees from secondary trauma. |
| | | |
| ● | Submitted
Syrenity for FDA approval under the FDA’s TEMPO pilot program, positioning the
Company to participate in CMS’s ACCESS Model, a 10-year national initiative launching
July 2026 that rewards improved patient outcomes in behavioral health. |
Management
Commentary
Greg
Alexander, CEO of Syra Health, said, “2025 was a breakout year for Syra Health. Our team delivered on two fronts, driving 157%
growth in Population Health revenue while aggressively restructuring our cost base, cutting our net loss by 76%, and improving gross
margins by 14%. This combination of top-line momentum and bottom-line discipline is what gives us confidence in our path to profitability
by year-end 2026. Our evolution into an integrated healthcare solutions company reflects the strength and breadth of our portfolio. We
are proud of what our team has built, and we remain committed to delivering value for our shareholders and better health outcomes for
the communities we serve across the U.S.”
2025
Financial Results
For
FY2025 ending December 31, revenue was $7.2 million, a 9% decrease compared to $8.0 million in FY2024, primarily due to the previously
announced slowing or termination of federal government funding that supports many of the Company’s customers at the state and county
government level.
Adjusted
EBITDA for 2025 was ($863K) compared to ($3.7 million) in 2024, indicating significant year-over-year efficiency gains and improvement
in the company’s operational profitability.
Cash
on hand was $1.6 million, and there was no long-term debt as of December 31, 2025.
Syra
Health Corp
Balance
Sheets
| | |
December
31, 2025 | | |
December
31, 2024 | |
| ASSETS | |
| | | |
| | |
| Current
assets: | |
| | | |
| | |
| Cash | |
$ | 1,614,733 | | |
$ | 2,395,405 | |
| Accounts
receivable, net | |
| 918,374 | | |
| 680,827 | |
| Other
current assets | |
| 205,423 | | |
| 276,563 | |
| Total
current assets | |
| 2,738,530 | | |
| 3,352,795 | |
| Property
and equipment, net | |
| 6,986 | | |
| 27,347 | |
| Right
of use asset | |
| 27,401 | | |
| 299,190 | |
| | |
| | | |
| | |
| Total
assets | |
$ | 2,772,917 | | |
$ | 3,679,332 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| Current
liabilities: | |
| | | |
| | |
| Accounts
payable | |
$ | 247,520 | | |
$ | 101,690 | |
| Accounts
payable, related parties | |
| 72,000 | | |
| - | |
| Accrued
expenses | |
| 194,821 | | |
| 230,383 | |
| Deferred
revenue | |
| 16,611 | | |
| 16,611 | |
| Current
portion of operating lease liability, related party | |
| 27,401 | | |
| 111,978 | |
| Notes
payable | |
| 116,386 | | |
| 152,887 | |
| | |
| | | |
| | |
| Total
current liabilities | |
| 674,739 | | |
| 613,549 | |
| Non-current
portion of operating lease liability, related party | |
| - | | |
| 187,212 | |
| Total
liabilities | |
| 674,739 | | |
| 800,761 | |
| | |
| | | |
| | |
| Stockholders’
equity: | |
| | | |
| | |
| Preferred
stock, $0.001 per value, 10,000,000 shares authorized, none issued | |
| - | | |
| - | |
| Class
A Common stock, $0.001 par value, 100,000,000 shares authorized, 11,339,169 and 8,979,204 issued and outstanding at December 31,
2025 and 2024 respectively | |
| 11,339 | | |
| 8,979 | |
| Class
B Common stock, $0.001 par value, 5,000,000 shares authorized, 600,000 and 833,334 issued and outstanding at December 31, 2025 and
2024 respectively | |
| 600 | | |
| 833 | |
| Additional
paid in capital | |
| 11,806,765 | | |
| 11,692,952 | |
| Accumulated
deficit | |
| (9,720,526 | ) | |
| (8,824,193 | ) |
| Total
stockholders’ equity | |
| 2,098,178 | | |
| 2,878,571 | |
| | |
| | | |
| | |
| Total
liabilities and stockholders’ equity | |
| 2,772,917 | | |
$ | 3,679,332 | |
Syra
Health Corp
Statements
of Operations
For
the Years Ended December 31, 2025 and 2024
| | |
December
31, 2025 | | |
December
31, 2024 | |
| | |
| | |
| |
| Net
revenues | |
$ | 7,225,973 | | |
$ | 7,982,082 | |
| Cost
of services | |
| 4,738,211 | | |
| 6,329,119 | |
| Gross
profit | |
| 2,487,762 | | |
| 1,652,963 | |
| OPERATING
EXPENSES: | |
| | | |
| | |
| Salaries
and benefits | |
| 1,500,688 | | |
| 2,718,743 | |
| Professional
services | |
| 737,714 | | |
| 606,051 | |
| Research
and development expenses | |
| 67,840 | | |
| 585,146 | |
| Selling,
general and administrative expenses | |
| 1,065,376 | | |
| 1,445,170 | |
| Depreciation | |
| 20,468 | | |
| 62,738 | |
| Total
operating expenses | |
| 3,392,086 | | |
| 5,417,848 | |
| | |
| | | |
| | |
| Net
loss from operations | |
| (904,324 | ) | |
| (3,764,885 | ) |
| | |
| | | |
| | |
| OTHER
INCOME (EXPENSES): | |
| | | |
| | |
| Interest
income | |
| 21,261 | | |
| 21,247 | |
| Interest
expense | |
| (13,270 | ) | |
| (15,600 | ) |
| Total
other income (expense) | |
| 7,991 | | |
| 5,647 | |
| | |
| | | |
| | |
| NET
INCOME (LOSS) | |
$ | (896,333 | ) | |
$ | (3,759,238 | ) |
| | |
| | | |
| | |
| Loss
per common share, basic and diluted | |
$ | (0.08 | ) | |
$ | (0.50 | ) |
| Weighted
average number of common shares outstanding, basic and diluted | |
| 11,852,347 | | |
| 7,551,576 | |
Syra
Health Corp
Statements
of Cash Flows
For
the Years Ended December 31, 2025 and 2024
| | |
2025 | | |
2024 | |
| CASH
FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| Net
Income (Loss) | |
$ | (896,333 | ) | |
$ | (3,759,238 | ) |
| Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation
Expense | |
| 20,468 | | |
| 62,738 | |
| Common
stock issued for services | |
| 2,586 | | |
| 71,378 | |
| Stock-based
compensation, stock options | |
| 98,554 | | |
| 59,803 | |
| Non-cash
lease expense | |
| - | | |
| 89,500 | |
| Changes
in operating assets and liabilities: | |
| | | |
| | |
| Accounts
receivable | |
| (237,547 | ) | |
| 379,807 | |
| Accounts
receivable, related party | |
| - | | |
| 50,614 | |
| Other
current assets | |
| 382,258 | | |
| 491,883 | |
| Right-of-use
asset | |
| 105,670 | | |
| - | |
| Accounts
payable | |
| 145,830 | | |
| (361,301 | ) |
| Accounts
payable, related parties | |
| 72,000 | | |
| - | |
| Deferred
revenue | |
| - | | |
| 16,611 | |
| Accrued
expenses | |
| (35,562 | ) | |
| 55,672 | |
| Operating
lease liability | |
| (105,670 | ) | |
| (89,500 | ) |
| Net
cash used in operating activities | |
| (447,746 | ) | |
| (2,932,033 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Purchases
of property and equipment | |
| (107 | ) | |
| (11,111 | ) |
| Net
cash provided by (used in) investing activities | |
| (107 | ) | |
| (11,111 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds
received on exercise of Class A common stock warrants | |
| 14,800 | | |
| 2,469,150 | |
| Repayment
of notes payable | |
| (347,619 | ) | |
| (410,676 | ) |
| Net
cash provided by financing activities | |
| (332,819 | ) | |
| 2,058,474 | |
| | |
| | | |
| | |
| Net
change in cash | |
| (780,672 | ) | |
| (884,670 | ) |
| | |
| | | |
| | |
| Cash
at beginning of period | |
| 2,395,405 | | |
| 3,280,075 | |
| | |
| | | |
| | |
| Cash
at end of period | |
$ | 1,614,733 | | |
$ | 2,395,405 | |
| | |
| | | |
| | |
| Supplemental
disclosure of cash flow information: | |
| | | |
| | |
| Cash
paid for interest | |
$ | 13,270 | | |
$ | 15,600 | |
| Cash
paid for taxes | |
| - | | |
| - | |
| | |
| | | |
| | |
| Non-cash
investing and financing activities: | |
| | | |
| | |
| Conversion
of Class B common stock to Class A common stock | |
$ | 2,333 | | |
$ | - | |
| Initial
recognition of right-of-use asset and lease liability | |
$ | - | | |
$ | 325,491 | |
| Amendment
of right-of-use asset and lease liability | |
$ | 166,119 | | |
$ | - | |
| Options
issued for director fees | |
$ | - | | |
$ | 24,267 | |
| Prepaid
asset financed with note payable | |
$ | 311,118 | | |
$ | 378,659 | |
Syra
Health Corp
EBIDTA
| | |
Year
Ended | |
| | |
December
31, 2025 | | |
December
31, 2024 | |
| | |
| | |
| |
| Net
Loss | |
$ | (896,333 | ) | |
$ | (3,759,238 | ) |
| Interest
expense | |
| 13,270 | | |
| 15,600 | |
| Depreciation
expense | |
| 20,468 | | |
| 62,738 | |
| Taxes | |
| - | | |
| - | |
| Earnings
before Interest, Taxes Depreciation and Amortization | |
$ | (862,595 | ) | |
$ | (3,680,900 | ) |
| | |
Quarter
ended | |
| | |
December
31, 2025 | | |
December
31, 2024 | |
| | |
| | |
| |
| Net
Loss | |
$ | (134,570 | ) | |
$ | (504,397 | ) |
| Interest
expense | |
| 5,369 | | |
| 5,528 | |
| Depreciation
expense | |
| 2,297 | | |
| 7,278 | |
| Taxes | |
| - | | |
| - | |
| Earnings
before Interest, Taxes Depreciation and Amortization | |
$ | (126,904 | ) | |
$ | (491,591 | ) |
Non-GAAP
Financial Measures
In
addition to financial results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”),
we have provided the following non-GAAP financial measure in this release and the accompanying tables: adjusted EBITDA. We use this non-GAAP
financial measures internally to facilitate period-to-period comparisons and analysis of our operating performance and liquidity, and
believe it is useful to investors as a supplement to GAAP measures in analyzing, trending, and benchmarking the performance and value
of our business. However, this measure is not intended to be a substitute for those reported in accordance with GAAP. These measures
may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.
For reconciliations of historical non-GAAP financial measures to the most comparable financial measures under GAAP, see the table below.
About
Syra Health
Syra
Health is an integrated healthcare solutions company serving government and commercial healthcare organizations with innovative solutions
that improve health outcomes. We specialize in healthcare prevention, expanding access, and delivering affordable solutions. Our healthcare
analytics capabilities provide proactive, actionable insights and data-driven intelligence, and our HIPAA-compliant and fully accessible
digital health solutions enable measurable health outcomes in highly regulated healthcare environments. Through training and education,
we help healthcare organizations reduce costs and deliver consistent, high-quality care.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” These statements include but are not limited to, statements
relating to the expected use of proceeds, the Company’s operations and business strategy, and the Company’s expected financial
results. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements
contained in this press release are based on management’s current expectations and are subject to substantial risks, uncertainty,
and changes in circumstances. Investors should read the risk factors set forth in our Form 10-K for the year ended December 31, 2025,
and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press
release speak only as of the date hereof, and, except as required by federal securities laws, the Company specifically disclaims any
obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact
Christine
Drury
IR/PR
Syra
Health
463-345-5180
christined@syrahealth.com