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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): August 12, 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 2.02. Results of Operations and Financial Conditions.

 

On August 12, 2025, Syra Health Corp. issued a press release announcing its financial results for the second quarter ended June 30, 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 August 12, 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: August 12, 2025 By: /s/ Priya Prasad
   

Priya Prasad

Interim Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

Exhibit 99.1

 

Syra Health Announces Second Quarter Financial Results, Advancing Toward Profitability on Margin Gains and Cost Reductions

 

-Revenue of $1.9 Million consistent with the year-ago period
-Revenue led by Population Health’s growth up 197% compared to Q2 2024
-Gross Margin increases to 38.7%, up 2,090 basis points compared to Q2 2024
-Earnings per share for the second quarter of 2025 were ($0.01), compared to ($0.21) in the year-ago period

 

Carmel, Ind., August 12, 2025 / PRNewswire – Syra Health Corp. (OTCQB: SYRA) (“Syra Health” or the “Company”), a healthcare technology company dedicated to powering better health through innovative technology products and services, announced today its financial results for the second quarter ended June 30, 2025.

 

Q2 2025 Financial Highlights

 

Population Health experienced growth in the quarter, up 197% to $1.6 million from $533,000 in Q2 2024. This increase was primarily driven by revenue from the implementation of our $5.8 million contract to train health workers providing home and community-based services (HCBS) to Medicaid beneficiaries under the purview of the Indiana Family and Social Services Administration (FSSA). Growth was also supported by the continued expansion of services we provide to other state agencies and government customers.

 

Gross margin grew 2,090 basis points to 38.7% compared to 17.8% in the prior year period. Gross margin increased this quarter due to our strategic focus on higher-margin business units and the completion of key project milestones. While this resulted in a strong Q2 performance, gross margins typically fluctuate across quarters and tend to stabilize over the full year. Therefore, the EPS for this quarter should be viewed in the context of overall annual performance, not as a projection for the remaining quarters.

 

Earnings per share for the second quarter of 2025 were ($0.01), a significant improvement from ($0.21) in the same period last year.

 

Cash of $2.3 million and no long-term debt as of June 30, 2025.

 

2025 Financial Outlook

 

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, may negatively affect the quantity and time of our revenue, results of operations, and cash flows in the near term.

 

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Recent Operational Highlights

 

Currently engaged in contract negotiations for a $5.8 million agreement to serve as Indiana’s Statewide Access Site for the Child Mental Health Wraparound (CMHW) program, under the FSSA’s Division of Mental Health and Addiction. Once finalized, the Syra team will assist families with completing the application for the CMHW program, connecting them to needed mental health services across 92 counties in Indiana.

 

Awarded a contract worth up to $2.1 million to provide medical management nurses for a major health insurer. This reflects our expanding role supporting insurance providers through clinical staffing, data and analytics to optimize member plans, data visualizations, and HEDIS call center support. It also marks a significant step into the private sector, complementing our ongoing work with public sector customers.

 

Won several contracts across the U.S. with revenue of $100,000 or less, including:

 

Providing behavioral health sessions for Wake County, North Carolina, public health staff, focused on secondary trauma support
Conducting a Health and Human Services needs assessment in St. John’s County, Florida
Staffing licensed mental health clinicians in Parkway School District, Missouri

 

Achieved ISO 27001:2022 certification, demonstrating the Company’s commitment to data protection and information security for its many technology-based products.

 

Management Commentary

 

Priya Prasad, Interim CEO of Syra Health, said, “We are inching closer to profitability, fueled by growth of our Population Health business unit, which continues to exceed expectations. This team delivers high-impact services, from health education and training to data collection, analytics, and large-scale program implementations. Our results this quarter reflect both the increasing demand for these capabilities and the disciplined execution across the organization. We are also expanding into the private sector, complementing our strong foundation with public sector customers. As we fine-tune our corporate strategy, we remain focused on scaling what works and maximizing long-term value for our shareholders.”

 

Q2 2025 Financial Results

 

Revenue for the second quarter of 2025 was $1,946,199, consistent with revenue of $1,969,681 in Q2 2024. Revenue in the second quarter of 2025 was driven by the high-margin Population Health business unit, which expanded 197% year-over-year.

 

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Gross profit margin was 38.7% in the second quarter of 2025, a 2,090 basis point expansion compared to 17.8% in the prior year period. Total operating expenses for the second quarter of 2025 were $816,000 compared to $1.7 million in the year-ago period, a decline of 53% over the prior year period. The reduction in operating expenses was driven by continued disciplined cost management and continues to improve the Company’s profitability trajectory.

 

Adjusted EBITDA for the second quarter of 2025 was ($54,000), a significant improvement compared to ($1.4) million in Q2 of the prior year.

 

Net loss for the second quarter of 2025 dropped 95% to ($64,000) when compared to ($1.4) million in the second quarter of 2024. This improvement reflects the benefits we continue to receive from our operational restructuring efforts conducted last year.

 

Salaries and benefits were down 61% to $326,000 when compared to Q2 2024. Salaries and benefits decreased because of lower headcount in 2025 and a strategic focus on streamlining operations through workforce optimization and reduced redundancies. Professional services were up 17% to $165,000 due to fine-tuning our corporate strategy.

 

Research and Development expenses were down 89% to $30,000 compared to the prior year period, as the result of a decrease in expenses to develop our technology-based solutions.

 

Selling and administrative expenses decreased 37% from Q2 2024 to $289,000, primarily resulting from our efforts to reduce overhead in 2025.

 

Cash on hand as of June 30, 2025, was $2.3 million with no long-term debt.

 

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SYRA HEALTH CORP.

CONDENSED BALANCE SHEETS

 

   June 30,   December 31, 
   2025   2024 
    (Unaudited)      
ASSETS          
Current assets:          
Cash and cash equivalents  $2,305,924   $2,395,405 
Accounts receivable, net   886,361    680,827 
Other current assets   242,444    276,563 
Total current assets   3,434,729    3,352,795 
           
Property and equipment, net   14,572    27,347 
Right-of-use asset   22,161    299,190 
           
Total assets  $3,471,462   $3,679,332 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current liabilities:          
Accounts payable  $557,056   $101,690 
Accrued expenses   124,753    230,383 
Deferred revenue   266,611    16,611 
Current portion of operating lease liability, related party   22,161    111,978 
Notes payable   86,718    152,887 
Total current liabilities   1,057,299    613,549 
           
Non-current portion of operating lease liability, related party   -    187,212 
           
Total liabilities   1,057,299    800,761 
           
Commitments and contingencies          
           
Stockholders’ equity (deficit):          
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 and 8,979,204 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively   11,339    8,979 
Convertible class B common stock, $0.001 par value, 5,000,000 shares authorized, 600,000 and 833,334 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively   600    833 
Additional paid-in capital   11,762,278    11,692,952 
Accumulated deficit   (9,360,054)   (8,824,193)
Total stockholders’ equity (deficit)   2,414,163    2,878,571 
           
Total liabilities and stockholders’ equity (deficit)  $3,471,462   $3,679,332 

 

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SYRA HEALTH CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended 
   2025   2024   2025   2024 
                 
Net revenues  $1,946,199   $1,969,681   $3,803,973   $3,722,021 
Cost of services   1,193,304    1,619,674    2,461,922    3,192,727 
Gross profit   752,895    350,007    1,342,051    529,294 
                     
Operating expenses:                    
Salaries and benefits   326,354    847,064    833,561    1,583,367 
Professional services   164,939    141,456    388,965    336,036 
Research and development expenses   29,712    277,894    66,885    555,442 
Selling, general and administrative expenses   289,069    456,572    576,356    858,837 
Depreciation   5,979    17,374    12,776    29,919 
Total operating expenses   816,053    1,740,360    1,878,543    3,363,601 
                     
Operating loss   (63,158)   (1,390,353)   (536,492)   (2,834,307)
                     
Other income (expense):                    
Interest income   3,420    3,826    7,718    4,807 
Interest expense   (3,858)   (3,729)   (7,806)   (7,806)
Total other income (expense)   (438)   97)   631    (2,999)
                     
Net loss  $(63,596)  $(1,390,256)  $(535,861)  $(2,837,306)
                     
Weighted average common shares outstanding - basic and diluted   11,939,169    6,602,421    11,764,086    6,548,817 
Net loss per common share - basic and diluted  $(0.01)  $(0.21)  $(0.05)  $(0.43)

 

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SYRA HEALTH CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Six Months Ended 
   June 30, 
   2025   2024 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(535,861)  $(2,837,306)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   12,775    29,919 
Common stock issued for services   2,586    37,750 
Non-cash lease expense   -    63,199 
Stock-based compensation, stock options   54,067    28,486 
Changes in operating assets and liabilities:          
Accounts receivable   (205,534)   270,539 
Accounts receivable, related party   -    (797)
Other current assets   34,119    148,927 
Right-of-use asset   277,029    - 
Accounts payable   455,366    37,123 
Deferred revenue   250,000    6,108 
Accrued expenses   (105,630)   (24,761)
Operating lease liability   (277,029)   (63,199)
Net cash provided by/(used in) operating activities   (38,112)   (2,304,012)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   -    (11,111)
Net cash used in investing activities   -    (11,111)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds received on exercise of warrants   14,800    850,129 
Repayments on notes payable   (66,169)   (220,729)
Net cash provided by/(used in) financing activities   (51,369)   629,400 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (89,481)   (1,685,723)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   2,395,405    3,280,075 
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $2,305,924   $1,594,352 
           
SUPPLEMENTAL INFORMATION:          
Interest paid  $7,087   $7,806 
Income taxes paid  $-   $- 
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  $-   $351,193 
Prepaid asset financed with note payable  $-   $150,159 

 

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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.

RECONCILIATION OF ADJUSTED EBIDTA TO NET LOSS

(UNAUDITED)

 

   Three Months Ended 
   June 30, 2025   June 30, 2024 
         
Net Loss  $(63,596)  $(1,390,256)
Interest Expense   3,858    3,729 
Depreciation Expense   5,978    17,374 
Taxes   -    - 
Earnings before Interest, Taxes Depreciation and
Amortization
  $(53,760)  $(1,369,153)

 

About Syra Health

 

Syra Health is a healthcare technology company that powers better health in critical areas such as mental health, population health, and the healthcare workforce. The company’s leading-edge technology products and innovative services focus on prevention, access, and affordability. With a commitment to improving health, Syra Health is advancing healthcare solutions nationwide and around the world. For more information, please visit www.syrahealth.com.

 

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, 2024, 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.

 

For Investor or Media Inquiries:

 

Christine Drury

IR/PR

Syra Health

463-345-5180

[email protected]

 

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