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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): May 7, 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
May 7, 2026, Syra Health Corp. issued a press release announcing its financial results for the first quarter ended March 31, 2026. 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 May 7, 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:
May 7, 2026 |
By: |
/s/ Priya
Prasad |
| |
|
Priya
Prasad
Chief
Financial Officer |
Exhibit
99.1
Syra
Health Delivers its First Profitable Quarter in Q1 2026, Expands Margins and Strengthens Financial Position
| ● | Syra
Health delivered its first-ever profitable quarter in Q1 2026, with net income of approximately
$241,000, representing a substantial 151% increase over the year-ago period |
| ● | Q1
2026 EPS grew to $0.02 per share versus ($0.04) in Q1 2025 |
| ● | Gross
Margin rose to 42.7%, up 11 percentage points year-over-year |
| ● | Total
revenue increased to $2.3 million, up 22% when compared to the prior year period |
Carmel,
Ind., May 7, 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 first quarter ended March 31, 2026.
Q1
2026 Financial Highlights
Syra
Health achieved profitability in Q1 2026, with net income of $240,979, compared to a net loss of $(472,265) in the prior year period,
an improvement of approximately $713,000.
| ● | Total
revenue of $2.3 million for the quarter ended March 31, 2026 was up 22% compared to $1.9
million year-over-year. |
| ○ | Revenue
was led by the Company’s continued expansion of its population health solutions to
$1.8 million when compared to $1.2 million in Q1 2025 and $1.3 million in Q4 2025. |
| ● | Gross
margin expanded 11 percentage points to 42.7%, up from 31.7% in Q1 2025. |
| ● | Cash
on hand grew to $2.9 million and no long-term debt as of March 31, 2026. |
2026
Financial Outlook
| ● | Certain
revenue recognition, timing, and contract milestones contributed to the quarter’s strong
performance. Syra Health expects quarterly variability typical of milestone-based contracts,
while remaining on track for full-year profitability. |
Recent
Operational Highlights
| ● | The
Shelby County Health Department contract has been renewed for a second consecutive term,
reflecting continued confidence in Syra Health’s public health expertise. The second
renewal reinforces the strength of Syra Health’s long-term partnership with Shelby
County and highlights sustained demand for its advanced data analytics solutions. |
| ● | Syra
Health launched a comprehensive site visit program for an existing national managed care
organization (MCO) customer serving hundreds of thousands of members, hiring, training, and
deploying site inspectors to help the MCO certify and recertify providers in compliance with
Medicaid requirements as efficiently as possible. |
| ● | A
Midwestern university renewed its contract with the Company to continue training behavioral
health professionals, further strengthening its role in addressing the national behavioral
health workforce shortage |
| ● | Syra
Health has reimagined Syrenity, its mental and behavioral health solution for a broader market,
including health plans, health systems, and large employers. The enhanced solution features
risk stratification, personalized care plans, and better care coordination to improve health
outcomes, with integrated dashboards to highlight results. These capabilities will be further
strengthened through partnerships, positioning Syrenity as a fully integrated solution for
behavioral health management across the health ecosystem. |
| ● | Syra
Health was recognized with Innovation of the Year honors at TechPoint’s annual Mira
Awards. TechPoint is the industry-led growth initiative for Indiana’s digital economy,
and its Mira Awards celebrate excellence and innovation in technology. Syra Health was honored
for SyraBot, its HIPAA and ADA-compliant, AI-backed chatbot designed specifically for healthcare,
which TechPoint described as “potentially revolutionary,” citing the Company’s
commitment to building compliant, accessible, and impactful digital health solutions. Syra
Health’s Syrenity platform was also recognized with the BioCrossroads Life Sciences
Innovation Award, honoring the Company’s HIPAA-compliant platforms and their potential
to transform behavioral health care delivery. These recognitions validate Syra Health’s
approach to innovation and position the Company as a leader in healthcare solutions. |
Management
Commentary
Greg
Alexander, CEO of Syra Health, said, “Q1 2026 represents a major milestone for Syra Health as we achieved our first profitable
quarter, reflecting the growing strength of our business. This performance was driven by year-over-year revenue growth, significant gross
margin expansion, and positive net income and earnings per share. Our population health solutions continue to be a powerful growth engine
for us, validating our prevention-focused mission. Ongoing contract renewals and expansions with existing customers further reinforce
the value of our offerings, providing strong revenue visibility and signaling long-term customer confidence, an important indicator of
stability and sustainable growth for investors. While quarterly results may vary due to contract timing and milestone recognition, we
remain confident in our profitability trajectory by year-end, as the fundamentals driving our business— expanding partnerships,
growing demand for accessible, affordable, and prevention-focused healthcare solutions, and disciplined execution— remain firmly
intact.”
Q1
2026 Financial Results
Revenue
for the first quarter of 2026 was $2.3 million, an increase of 22% compared to $1.9 million in the first quarter of 2025. Strong growth
was driven by the Company’s high-margin population health solutions, which grew 46% year-over-year to $1.8 million from $1.2 million.
Healthcare workforce solutions decreased, as expected, to approximately $513,000 from $655,000 in the prior period, as the Company strategically
prioritizes higher-margin solutions. We expanded our gross profit margin by 11 percentage points to 42.7% compared with 31.7% in the
prior year period, due to a revenue mix shift toward higher-margin solutions and improved operating leverage in Population Health.
Operating
expenses declined across all major categories, reflecting disciplined cost management and improved operational efficiency. Salaries and
benefits decreased 27% from $507,207 in Q1 2025 to $372,109 in Q1 2026. Professional services fell 16% to $187,141 in Q1 2026 from $224,026
in the prior year period. SG&A was reduced by 26% to $213,047 in Q1 2026 when compared to $287,287 in Q1 2025. Research and development
expenses declined significantly by 81% to $6,921 for the first quarter of 2026 from $37,173 in the first quarter of 2025. Depreciation
declined 85% to $1,054 from $6,797 in the year-ago period.
Adjusted
EBITDA for the first quarter of 2026 was $244,495, a material improvement when compared to ($462,239) in the prior year.
SYRA
HEALTH CORP.
BALANCE
SHEETS
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,922,318 | | |
$ | 1,614,733 | |
| Accounts receivable, net | |
| 869,132 | | |
| 918,374 | |
| Other current assets | |
| 136,077 | | |
| 205,423 | |
| Total current assets | |
| 3,927,527 | | |
| 2,738,530 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 5,932 | | |
| 6,986 | |
| Right-of-use asset | |
| 11,060 | | |
| 27,401 | |
| | |
| | | |
| | |
| Total assets | |
$ | 3,944,519 | | |
$ | 2,772,917 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 366,422 | | |
$ | 247,520 | |
| Accounts payable, related party | |
| 98,500 | | |
| 72,000 | |
| Accrued expenses | |
| 293,486 | | |
| 194,821 | |
| Deferred revenue | |
| 750,524 | | |
| 16,611 | |
| Current portion of operating lease liability, related party | |
| 11,060 | | |
| 27,401 | |
| Notes payable | |
| 62,026 | | |
| 116,386 | |
| Total current liabilities | |
| 1,582,018 | | |
| 674,739 | |
| | |
| | | |
| | |
| Non-current portion of operating lease liability, related party | |
| - | | |
| - | |
| | |
| | | |
| | |
| Total liabilities | |
| 1,582,018 | | |
| 674,739 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares designated, issued and outstanding | |
| - | | |
| - | |
| Class A common stock, $0.001 par value, 100,000,000 shares authorized, 11,339,169 shares issued and outstanding | |
| 11,339 | | |
| 11,339 | |
| Convertible class B common stock, $0.001 par value, 5,000,000 shares authorized, 600,000 shares issued and outstanding | |
| 600 | | |
| 600 | |
| Additional paid-in capital | |
| 11,830,109 | | |
| 11,806,765 | |
| Accumulated deficit | |
| (9,479,547 | ) | |
| (9,720,526 | ) |
| Total stockholders’ equity | |
| 2,362,501 | | |
| 2,098,178 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 3,944,519 | | |
$ | 2,772,917 | |
SYRA
HEALTH CORP.
STATEMENTS
OF OPERATIONS
(Unaudited)
| | |
For the Three Months Ended | |
| | |
March 31, 2026 | | |
March 31, 2025 | |
| | |
| | |
| |
| Net revenues | |
$ | 2,273,520 | | |
$ | 1,857,774 | |
| Cost of services | |
| 1,302,265 | | |
| 1,268,618 | |
| Gross profit | |
| 971,255 | | |
| 589,156 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Salaries and benefits | |
| 372,109 | | |
| 507,207 | |
| Professional services | |
| 187,141 | | |
| 224,026 | |
| Research and development expenses | |
| 6,921 | | |
| 37,173 | |
| Selling, general and administrative expenses | |
| 213,047 | | |
| 287,287 | |
| Depreciation | |
| 1,054 | | |
| 6,797 | |
| Total operating expenses | |
| 780,272 | | |
| 1,062,490 | |
| | |
| | | |
| | |
| Operating income (loss) | |
| 190,983 | | |
| (473,334 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest income | |
| 52,458 | | |
| 4,298 | |
| Interest expense | |
| (2,462 | ) | |
| (3,229 | ) |
| Total other income (expense) | |
| 49,996 | | |
| 1,069 | |
| | |
| | | |
| | |
| Net income (loss) | |
$ | 240,979 | | |
$ | (472,265 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding - basic | |
| 11,939,169 | | |
| 11,587,058 | |
| Net income (loss) per common share - basic | |
$ | 0.02 | | |
$ | (0.04 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding - diluted | |
| 12,781,487 | | |
| 11,587,058 | |
| Net income (loss) per common share - diluted | |
$ | 0.02 | | |
$ | (0.04 | ) |
SYRA
HEALTH CORP.
STATEMENTS
OF CASH FLOWS
(Unaudited)
| | |
For the Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net income (loss) | |
$ | 240,979 | | |
$ | (472,265 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation | |
| 1,054 | | |
| 6,797 | |
| Common stock issued for services | |
| - | | |
| 2,586 | |
| Stock-based compensation | |
| 23,344 | | |
| 32,944 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 49,242 | | |
| (265,029 | ) |
| Other current assets | |
| 69,346 | | |
| 65,775 | |
| Right-of-use asset | |
| 16,341 | | |
| 244,419 | |
| Accounts payable | |
| 118,902 | | |
| 223,337 | |
| Accounts payable, related party | |
| 26,500 | | |
| - | |
| Deferred revenue | |
| 733,913 | | |
| 582,602 | |
| Accrued expenses | |
| 98,665 | | |
| (18,516 | ) |
| Operating lease liability | |
| (16,341 | ) | |
| (244,419 | ) |
| Net cash provided by operating activities | |
| 1,361,945 | | |
| 158,231 | |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| Purchase of property and equipment | |
| - | | |
| - | |
| Net cash used in investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from sale of common stock and exercise of warrants | |
| - | | |
| 14,800 | |
| Repayments on notes payable | |
| (54,360 | ) | |
| (77,851 | ) |
| Net cash used in financing activities | |
| (54,360 | ) | |
| (63,051 | ) |
| | |
| | | |
| | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | |
| 1,307,585 | | |
| 95,180 | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | |
| 1,614,733 | | |
| 2,395,405 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | |
$ | 2,922,318 | | |
$ | 2,490,585 | |
| | |
| | | |
| | |
| SUPPLEMENTAL INFORMATION: | |
| | | |
| | |
| Interest paid | |
$ | 2,462 | | |
$ | 3,229 | |
| Income taxes paid | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
| Conversion of Class B common stock to Class A common stock | |
$ | - | | |
$ | 2,333 | |
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.
Syra
Health Corp EBITDA
| | |
Quarter ended | |
| | |
March 31, 2026 | | |
March 31, 2025 | |
| | |
| | |
| |
| Net Income (Loss) | |
$ | 240,979 | | |
$ | (472,265 | ) |
| Interest expense | |
| 2,462 | | |
| 3,229 | |
| Depreciation expense | |
| 1,054 | | |
| 6,797 | |
| Taxes | |
| - | | |
| - | |
| Earnings before Interest, Taxes, Depreciation and Amortization | |
$ | 244,495 | | |
$ | (462,239 | ) |
About
Syra Health
Syra
Health is an integrated healthcare solutions company serving government and commercial healthcare organizations with innovative solutions
designed to 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.
Discover
our healthcare solutions at www.syrahealth.com and follow the Company on LinkedIn.
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
Director
Syra
Health
463-345-5180