What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-11 compared with 2024-03-25 · 208 added, 200 removed, 162 unchanged (72% of the section changed)

15 unchanged sentences

We are developing comprehensive

end-to-end solutions in health education services, population health, behavioral and mental health, healthcare workforce and

end-to-end solutions in health education services, population health management, behavioral and mental health, healthcare workforce and

digital health.

February 7, 2022, we entered into a business loan agreement with Citizens State Bank of New Castle pursuant to which we originally received

a revolving line of credit of up to $1,500,000, which was subsequently amended on May 22, 2023, and again on August 24, 2023, to $800,000.

See “Financing Transactions – Line of Credit.” A total of $301,655, consisting of $300,154

of principal and $1,501 of interest, was paid on October 10, 2023, and the Revolving Line of Credit was closed.

to Certificate of Incorporation

August 28, 2023, we effectuated a 1-for-1.2 reverse stock split of our issued and outstanding common stock.

See “Critical Accounting

Policies and Estimates – Reverse Stock Split” for additional information.

Received from Related Party

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 $1,295,010 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, and has a receivable from STLogics of $50,614 for additional costs incurred

as of December 31, 2023.

Public Offering

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”).

received gross proceeds of approximately $6.7 million from the sale of the Units before deducting underwriting discounts,

commissions and offering expenses, which totaled $1,928,133.

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.

In addition, on the Closing Date, the Company issued fully vested warrants

to purchase 145,350 shares of the Company’s common stock, having an exercise price of $5.156 per share, exercisable over a 5-year

term, to the Representative pursuant to the Company’ IPO.

October 3, 2023, a total of $1,472,460, consisting of $1,455,000 of principal and $17,460 of interest, was converted into an aggregate

446,206 shares of Class A common stock in accordance with the terms of the convertible promissory notes.

and Mental Health

health concerns are rapidly growing on a global scale, yet the shortage of mental health professionals and access to treatment is leaving

millions of people without access to mental health resources.

We strongly believe in behavioral and mental health equity and our mission

is to provide solutions that help improve health care and provide access to all populations, regardless of race, ethnicity, gender, socioeconomic

status, sexual orientation, or geographic location.

With our specialized services, we believe that we can help solve the behavioral and

mental health needs of various organizations, including health organizations, large employers, and schools.

is a comprehensive mental health application that is aimed at providing preventative care and interventions for behavioral and mental

health and will utilize an artificial intelligence-driven user diary for engagement.

Syrenity is being designed to identify and prevent

the progression of negative factors that can influence individuals’ mental health, by offering targeted assignments, education,

monitoring symptoms, and providing timely interventions such as cognitive behavioral therapy and mindfulness techniques.

Syrenity will

enable users to connect with licensed mental health professionals, will allow users to schedule virtual consultations with psychologists,

psychiatrists, or mental health coaches, eliminating the need for in-person visits and will provide education resources to help users

understand their mental health concerns and learn coping strategies.

We launched Syrenity in the fourth quarter of 2024.

use digital health to bring innovation into healthcare practice.

Our goal is to transform patient care and engagement by connecting physicians,

patients, caregivers, payers, and other key stakeholders through healthcare digital platforms.

We are developing digital and cloud-based

platforms to help improve cost savings through the automation of health operations, which also provide clinical insights that personalize

care and improve patient satisfaction.

Our solutions will include digital transformation, cloud and security, artificial intelligence,

patient engagement, and health applications.

Within our digital health service line, we intend to offer SyraBot a chatbot designed to

foster connectivity and engagement throughout individuals’ care journeys, offering members round-the-clock access to necessary

information via our AI-powered customer support chat system), CarePlus (an electronic medical records solution designed for small to

mid-sized healthcare organization) and patient engagement and education services.

define population health services as the process of assessing and analyzing healthcare and its delivery to create improvement for a population

of individuals.

We are developing end-to-end solutions and strategies to improve quality of care, access to care, health outcomes, and

healthcare policies.

We believe that our solutions will assist individuals in reaching their full health potential through preventative

care, care coordination and patient engagement.

Our team of service providers includes health economists, public health experts, subject

matter experts, data scientists, and biostatisticians who apply advanced health analytics to real-world data to provide meaningful insights

to improve quality of clinical care and understand patterns and trends around diagnosis, treatment, and continued care.

We believe our

team helps stratify health risks based on social determinants of health, predict utilization of resources and health care costs, identify

patient-level interventions, and recommend population-level strategies.

Within our population health service line we offer the following

analytics as a service, epidemiology, and health equity analytics solutions.

Education Services

believe that one of the main drivers of the healthcare education solutions market is the need to address challenges in the healthcare

industry through effective and innovative medical and scientific training.

With evolving healthcare technology, healthcare professionals

must be knowledgeable with respect to various patient-care approaches to make better informed clinical decisions and assure patient satisfaction.

We believe that targeted and continuous healthcare education solutions are needed to help healthcare professionals improve their competency,

improve health equality and incorporate innovative and new therapeutic options into practice to improve overall patient care quality.

Therefore, we aim to provide medical education solutions to pharmaceutical and medical device manufacturers, biotechnology companies,

payers, large employers, academic institutions, and government agencies.

Specifically, we develop medical education content to drive

the organizational and strategic brand goals and vision of our clients.

Our education outreach plan utilizes omnichannel delivery approaches

from a suite of solutions for in-person, virtual and hybrid arrangements, and our deliverables include traditional print and electronic

Some of our targeted education approaches include the utilization of artificial intelligence tools to provide real-time information

to customers.

Within our health education service line we offer the following services:

medical communications, patient education, and

healthcare workforce solutions are intended to help evaluate the immediate and longitudinal workforce needs of our client’s organization.

Using agile implementation staffing methodologies we make it seamless and cost-efficient to expand our client’s clinical personnel.

We recruit experienced nurses and allied health professionals for long-term fixed contract positions at hospitals and healthcare facilities

across the country.

Other staffing positions that we recruit include care coordinators, specialists to fill healthcare management roles,

healthcare educators, therapists, healthcare technicians and health plan specialists.

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.

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.

of Operations for the Years Ended December 31, 2024, and 2023

1 unchanged sentence

Healthcare workforce

$ (1,001,078 )

Population health

Digital health

Population health management

Digital health services

Behavioral and mental health

3 unchanged sentences

Salaries and benefits

Professional fees

Professional services

Research and development expenses

5 unchanged sentences

$ (2,938,343 )

Net revenue during the year ended December 31, 2023 was comprised of $4,259,292

of healthcare workforce revenue, $715,499 of population health revenue, $515,250 of digital health revenue, $12,797 of behavioral and

mental health revenue, and $12,306 of health education revenue, compared to net revenue during the year ended December 31, 2022 comprised

of $5,260,370 of healthcare workforce revenue, $318,036 of population health revenue, and $39,300 of health education revenue.

workforce revenues decreased in 2023 as the effects of the Covid -19 pandemic subsided,

offset by increases in revenues from other healthcare workforce services provided to various state health departments from new contracts.

Population health revenues increased in 2023 due to additional services provided to state departments.

Digital health services revenues

increased in 2023 due to new services that we began to provide to clients.

Behavioral and mental health revenues increased in 2023 due

to new services that we began to provide psychological evaluation services to state health departments Health education revenues decreased

in 2023 as the effects of the Covid-19 pandemic fully subsided and we reshaped our service offerings.

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

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.

cost of services included wages and related payroll taxes, employee benefits and certain other employee-related costs of our contract

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We incurred $6,329,119 of cost of services for the year ended December 31,

2023, compared to $4,555,924 for the year ended December 31, 2022, a decrease of $452,680, or 10%.

2024, compared to $4,103,244 for the year ended December 31, 2023, an increase of $2,225,875, or 54%.

Our gross profit was approximately

25% for the year ended December 31, 2023, compared to approximately 19% for the year ended December 31, 2022, an increase of approximately

Our cost of services decreased primarily due to the change in service mix to be more focused on higher margin revenue streams in

21% for the year ended December 31, 2024, compared to approximately 26% for the year ended December 31, 2023, a decrease of approximately

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 include wages and related payroll taxes, employee benefits and certain other employee-related costs of our management

3 unchanged sentences

Salaries and benefits increased in 2024 as we supported our increased

operations and added office personnel to support our IPO process.

Salaries and benefits included $535,909 and $579,599 of officer compensation

for the years ended December 31, 2023, and 2022, respectively.

fees primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities.

$586,463 of professional fees for the year ended December 31, 2023, compared to $1,035,902 for the year ended December 31, 2022, a decrease

of $449,439, or 43%.

Professional fees decreased in 2023 mainly due to a decrease in stock-based compensation related to outsourced professionals

engaged in the prior year.

operations and added office personnel following 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.

services primarily consist of expenses incurred from business development, accounting, legal fees, and consulting activities.

$606,051 of professional services for the year ended December 31, 2024, compared to $586,463 for the year ended December 31, 2023, an

increase of $19,588, or 3%.

Professional fees increased in 2024 due increased legal and other professional costs related to the Company’s

regulatory filings.

and Development Expenses

Research and Development expenses primarily consist of consulting expenses

incurred to develop our technology-based solutions.

We incurred $240,048 of research and development expenses for the year ended December

and development expenses primarily consist of consulting expenses incurred to develop our technology-based solutions.

We incurred $585,146

and $240,048 of research and development expenses for the years ended December 31, 2024 and 2023, respectively, related to continued

development of the Company’s Syrenity application for its Behavioral and Mental Health services.

General and Administrative Expenses

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$117,816 of rent incurred from STVentures, LLC, an entity beneficially owned by our principal owners, our management team and their affiliates,

$154,347 and $47,736 of insurance and $3,370 and $30,738 of repairs and maintenance for the years ended December 31, 2023, and 2022,

respectively, as we entered into our lease in July of 2021 and commenced operations.

Stock based compensation expense declined to $32,832 during the year ended December 31, 2023 compared to

$512,910 in the year ended December 31, 2022 primarily due to fewer options issued to consultants for services during the year ended December

$456,327 and $154,347 of insurance for the years ended December 31, 2024, and 2023, respectively.

Stock based compensation expense increased

to $131,180 during the year ended December 31, 2024 compared to $32,831 in the year ended December 31, 2023.

incurred $62,738 of depreciation expense for the year ended December 31, 2024, compared to $48,771 of depreciation expense for the year

2 unchanged sentences

office equipment into service during 2023.

We expect depreciation to increase in future periods, as we expanded our office space and

incurred significant leasehold improvement costs during 2023.

Income (Expense)

expense on a net basis consisted of $53,686 of interest incurred on the line 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.

Other expense on a net basis consisted

of $28,533 of interest incurred on a line of credit that we entered into in 2022, as partially offset by $63 of interest income.

Our net loss for the year ended December 31, 2023, was $2,938,343, compared

to a net loss of $2,118,165 for the year ended December 31, 2022, an increase of $820,178.

Net loss increased primarily due to the increase

in salary costs related to expanded operations in 2023.

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.

For the year ended December 31, 2023, other expense on a net basis consisted of $53,686

of interest incurred on the line 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.

net loss for the year ended December 31, 2024, was $3,759,238, compared to a net loss of $2,938,343 for the year ended December 31, 2023,

an increase of $820,895.

Net loss increased primarily due to the increase in salary costs related to expanded operations in 2023.

and Capital Resources

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We will continue to monitor our expenditures and cash flow

following table summarizes total current assets, liabilities, accumulated deficit and working capital (deficit) at December 31, 2023,

and December 31, 2022.

following table summarizes total current assets, liabilities, accumulated deficit and working capital at December 31, 2024, and December

Current Assets

3 unchanged sentences

$ (5,064,955 )

Working Capital (Deficit)

Working Capital

is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate

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All funds received have been expended in the furtherance of growing

our business and establishing our services and solutions.

our business and establishing our healthcare staffing and medical communication services.

The following trends are reasonably likely

to result in a material decrease in our liquidity over the near to long term:

A substantial increase

in working capital requirements to finance our operations;

Addition of administrative

and professional personnel as our business continues to grow;

The cost of being a public

Payments for seeking and

securing quality staffing personnel.

substantial increase in working capital requirements to finance our operations;

of administrative and professional personnel as our business continues to grow;

cost of being a public company;

for seeking and securing quality staffing personnel.

Flow Activities for the Years Ended December 31, 2024, and 2023

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used in operating activities for the years ended December 31, 2024, and 2023 was $2,932,033 and $2,759,068, respectively, which was primarily

attributable to our net loss for such periods.

attributable to our net loss for such years.

Cash Used in Investing Activities

3 unchanged sentences

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, $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.

Cash provided by financing

activities for the year ended December 31, 2022, was $2,268,657, which consisted of $2,322,500 of proceeds from the sale of our Class

A common stock, $2,819,275 of proceeds received from a line of credit, and $94,000 of advances received from related parties, as partially

offset by $596,118 of payments on deferred offering costs, $2,082,800 of repayments on the line of credit, and $288,200 of repayments

on advances from related parties.

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.

from Related Party

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 $1,295,010 was advanced and we repaid an aggregate $1,095,000 of such advances.

for payroll and related costs for our employees that provide services to STLogics customers.

During the year ended December 31,

2023, we applied $200,010 of such costs to reduce the balance of the advance to $0, and we have a receivable from STLogics of

$50,614 for additional costs incurred as of December 31, 2023.

February 7, 2022, we entered into a business loan agreement (as amended, the “loan agreement”) with Citizens State

Bank of New Castle pursuant to which we originally received a revolving line of credit of up to $1,500,000 which was subsequently amended

to $800,000 (as amended, the “Revolving Line of Credit”).

Pursuant to the terms of the Revolving Line of Credit, the outstanding

balance would not exceed 75% of our outstanding accounts receivable due from the State of Indiana aged more than 90 days

together with all other accounts receivable aged less than 90 days.

The Revolving Line of Credit was to terminate on December 31, 2022,

unless extended pursuant to the terms thereof.

We received extensions on the Revolving Line of Credit such that it terminated

on October 24, 2023;

however, no further advances were available under the Revolving Line of Credit.

In the event of a default, all commitments

and obligations pursuant to the Revolving Line of Credit would terminate immediately and, at Citizens State Bank of New Castle’s

request, all Indebtedness (as defined in the loan agreement) would become immediately due and payable.

Advances on the Revolving Line

of Credit are pursuant to a promissory note, dated February 7, 2022, which accrued interest at a variable rate of 1.5% above the national

prime interest rate as quoted in the Wall Street Journal, not to be less than 4.75% per annum or more than 21% per annum or the maximum

rate allowed by law.

Interest was to increase by 2.0% in the event of a default.

Pursuant to the promissory note, we were required

to pay monthly payments of unpaid interest since March 7, 2022.

We could prepay all or a portion of the amount due prior to

the date upon which it was due without any penalty.

In connection with the Revolving Line of Credit, we entered into a commercial

security agreement with Citizens State Bank of New Castle dated February 7, 2022, pursuant to which we granted Citizens State Bank of

New Castle a security interest in the Collateral (as defined in the commercial security agreement) to secure the Indebtedness (as defined

in the commercial security agreement).

During the year ended December 31, 2023, we received proceeds of $300,000 and repaid

total advances of $750,397.

In addition, we paid an underwriting fee of $14,076 on February 7, 2022, which was amortized over

the original life of the line of credit using the straight-line method, which approximated the effective interest method.

$301,655, consisting of $300,154 of principal and $1,501 of interest, was paid on October 10, 2023, and the Revolving Line of Credit

Notes Payable

various dates from January through April 2023, we entered into subscription agreements with accredited investors pursuant to which we

issued convertible promissory notes in the aggregate principal amount of $1,455,000.

The notes mature on various dates between July 10,

2024, and October 7, 2024, accrue interest at 2% per annum and may be prepaid by us at any time without any penalties.

On October 3, 2023, a total

of $1,472,460, consisting of $1,455,000 of principal and $17,460 of interest, was converted into an aggregate 446,206 shares of Class

A common stock in accordance with the terms of the convertible promissory notes.

On October 3, 2023 (the “Closing Date”), we completed our 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 our 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 us and Kingswood, a division of Kingswood Capital Partners, LLC, as representative

of the several underwriters named in the Underwriting Agreement (the “Representative”).

We 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, we 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,

we issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters of the Over-Allotment

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.

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.

March 2022, we sold an aggregate of 1,666,662 shares of our Class A common stock at a price of $0.60 per share for gross proceeds of

In addition, from June to August 2022 we sold an aggregate of 1,102,094 shares of our Class A common stock at a price of

$1.20 per share for gross proceeds of $1,322,500.

September 11, 2024, the Company completed a public offering of an aggregate of (i) 3,203,125 shares of Class A common stock of the Company,

par value $0.001 per share (the “Common Stock”), (ii) eighteen-month warrants (the “Series A Warrants”) to purchase

up to an aggregate of 3,203,125 shares of Common Stock at an exercise price of $0.64 per share, and (iii) five-year warrants (the “Series

B Warrants” and, together with the Series A Warrants, the “Warrants”) to purchase up to an aggregate of 3,203,125 shares

of Common Stock at an exercise price of $0.64 per share, at an offering price of $0.64 per share of Common Stock and related Warrants,

for aggregate gross proceeds of $2,050,000.00.

The Company issued to Rodman or its designees warrants to purchase up to an aggregate

of 160,156 shares of Common Stock, at an exercise price of $0.80 per share and an expiration date of September 11, 2029.

received net cash proceeds of $1,619,021 after offering expenses.

The Series A Warrants expire 18 months from the date of the offering,

and the Series B Warrants expire on September 11, 2029.

the year ended December 31, 2024, two investors exercised 130,789 warrants to purchase Class A Common stock pursuant to which the Company

received cash proceeds of $850,129.

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.

Accounting Policies and Estimates

8 unchanged sentences

are described below.

receivable is carried at their estimated collectible amounts.

Accounts receivable is periodically evaluated for collectability based

on past credit history with customers and their current financial condition.

We had an allowance of $5,520 and $4,533 at December 31,

2023, and December 31, 2022, respectively.

of Long-Lived Assets

accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “ Impairment or Disposal of

Long-Lived Assets ,” all long-lived assets such as property and equipment held and used by us are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to

be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected

to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount

by which the carrying amounts of the assets exceed the fair value of the assets.

account for our leases under ASC 842 - Leases .

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and Mental Health Services

primarily provide our services to state and local government health agencies, payers, and other private health organizations.

Workforce, Behavioral and Mental Health and Health Education 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 and Digital Health contracts generally consist of multiple performance obligations that are distinct,

such as to provide data analytics and reporting, training, or develop technology for implementation and maintenance with the customer.

We allocate the transaction price across the performance obligations based on the estimated fair value of the distinct performance obligations.

Depending on the performance obligation, revenue is recognized at a point in time when the customer obtains the benefit of the services

are provide, or over time in the case of digital health revenue where the customer simultaneously receives and consumes benefits of the

contract, such as ongoing performance of our technology product.

Health Services

Health Management

primarily provide our Healthcare Workforce and Behavioral and Mental Health services to state and local government health agencies, payers,

and other private health organization.

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.

contracts generally stipulate bi-weekly or monthly billing, and we have elected the “as invoiced” practical expedient to

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We recognize revenue net of penalties.

Concentrations

majority of accounts receivable and revenue contracts are between our Company and different divisions within the FSSA.

contracts require monthly payments as the projects progress.

We generally do not require collateral or advance payments.

years ended December 31, 2023, and 2022, FSSA accounted for approximately 67.7% and 98.3% of our revenues and 30.2% and 98.3% of our

accounts receivable, respectively, as due from the combined divisions (NeuroDiagnostic Institute and Division of Mental Health and

Addiction) of the FSSA.

Two other customers accounted for 21.5% and 18.9% of outstanding accounts receivable as of December 31, 2023.

Accounting Standards

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by us as of the specified effective date.

November 2023, the Financial Accounting Standard Board (“ FASB ”) issued ASU 2023-07, Improvements to Reportable

Segment Disclosures , which amends the existing segment reporting guidance (ASC Topic 280) to improve reportable segment disclosure

requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and

included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description

of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)

of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The amendments in this update were

effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Company adopted this standard on a retrospective basis within our annual report for the year ended December 31, 2024, with no material

impact to our financial statements.

are no other recently issued accounting pronouncements that we have yet to adopt that are expected to have a material effect on our financial

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are not required to provide the information required by this Item as are a “smaller reporting company,” as defined

in Rule 12b-2 of the Exchange Act.

are not required to provide the information required by this Item as are a “smaller reporting company,” as defined in Rule

12b-2 of the Exchange Act.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis