What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-03-11 · 60 added, 91 removed, 279 unchanged (35% of the section changed)

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dollars, unless otherwise noted.

are a healthcare services company promoting preventative health, holistic wellness, health education, and equitable healthcare for all

patient demographics.

We leverage deep scientific and healthcare expertise to create strategic frameworks and develop patient-centric

solutions for the betterment of patient lives and health outcome linked to developing a healthier population.

We are developing comprehensive

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

digital health.

are an integrated healthcare solutions company serving government and commercial healthcare organizations with prevention-focused, accessible,

and affordable solutions that improve health outcomes.

We deliver end-to-end capabilities across population health, behavioral and mental

health, digital health, health education and training, and healthcare workforce development and staffing.

and Mental Health

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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.

Institutes of Health, the National Aeronautics and Space Administration and the United States Department of Defense.

of Operations for the Years Ended December 31, 2025, and 2024

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Healthcare workforce

$ (3,993,733 )

Population health management

Digital health services

Behavioral and mental health

Health education

Cost of services

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$ (3,759,238 )

$ (2,938,343 )

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.

revenue during the year ended December 31, 2025 was comprised of $1,902,700 of healthcare staffing services revenue, $5,323,273 of population

health revenue, and $0 of behavioral and mental health revenue, compared to net revenue during the year ended December 31, 2024 which

comprised of $5,896,433 of healthcare staffing services revenue, $1,659,804 of population health revenue, $369,000 of digital health

service revenue, $16,845 of behavioral and mental health revenue and $40,000 of health education revenue, with an overall revenue decrease

of $756,109, or 9%.

The decrease in healthcare workforce revenue was due to fewer new customer acquisitions and lower renewal value on

our FSSA (NeuroDiagnostic Institute contract in January 2025, which runs through June 2026 and has a ceiling value of approximately $1,480,000).

Population health revenues increased in 2025 due to additional services provided to state health departments and other customers.

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 are expected to negatively affect the quantity and time of our revenue, results of operations

and cash flows in the near term

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 $4,738,211 of cost of services for the year ended December 31,

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

2025, compared to $6,329,119 for the year ended December 31, 2024, a decrease of $1,590,908, or 25%.

Our gross profit was approximately

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

34% for the year ended December 31, 2025, compared to approximately 21% for the year ended December 31, 2024, an increase of approximately

Our cost of services increased primarily due to an increase in labor costs associated with the increased volume of contracts, and

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We incurred $1,500,688 of salaries and benefits during the year ended December 31, 2025, compared to $2,718,743

for the year ended December 31, 2023, an increase of $426,448, or 19%.

Salaries and benefits increased in 2024 as we supported our increased

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.

for the year ended December 31, 2024, a decrease of $1,218,055, or 45%.

Salaries and benefits decreased as our headcount decreased in

2025, and due to a strategic focus on streamlining our operations by reducing redundancies and optimizing our workforce.

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

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increase of $131,633, or 22%.

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

regulatory filings.

Professional fees increased in 2025 due to increased recruiting consulting services related costs in the current period, and increased accounting and audit fees.

and Development Expenses

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We incurred $1,065,376

of SG&A expenses during the year ended December 31, 2024, compared to $1,131,922 for the year ended December 31, 2023, an increase

of SG&A expenses during the year ended December 31, 2025, compared to $1,445,170 for the year ended December 31, 2024, a decrease

of $379,794, or 26%.

Our SG&A expenses increased primarily due to our increased operations in 2024.

SG&A included $142,725 and

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

$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.

Our SG&A expenses decreased primarily due to our efforts to reduce overhead in 2025.

SG&A included $111,990

and $142,725 of rent incurred in both periods from STVentures, LLC, an entity beneficially owned by our principal owners, our management

team and their affiliates, $129,185 and $173,713 of software expense, $362,016 and $456,327 of insurance, $24,558 and $135,149 of investor

relations, and $107,925 and $102,645 of subscription and membership fees for the year ended December 31, 2025 and 2024, respectively.

incurred $20,468 of depreciation expense for the year ended December 31, 2025, compared to $62,738 of depreciation expense for the year

ended December 31, 2023, an increase of $13,967, or 29%.

Depreciation increased as we expanded our office space and placed additional

office equipment into service during 2023.

ended December 31, 2024, a decrease of $42,270, or 67%.

Income (Expense)

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For the year ended December 31, 2024, other expense on a net basis consisted of $15,600

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.

of interest incurred on insurance finance charges, partially offset by $21,247 of interest income.

Other expense, on a net basis, decreased

by $2,344, or 42%, primarily due to decreased interest income compared to the prior period.

net loss for the year ended December 31, 2025, was $896,333, compared to a net loss of $3,759,238 for the year ended December 31, 2024,

an increase of $820,895.

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

a decrease of $2,862,905.

and Capital Resources

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used in operating activities for the years ended December 31, 2025, and 2024 was $447,746 and $2,932,033, respectively, which was primarily

attributable to our net loss for such years.

attributable to our net loss for each year.

The improvement in operating cash activities is a result of our efforts to reduce expenses

and better working capital management.

Cash Used in Investing Activities

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to the purchase of property and equipment in each year.

Cash Provided by Financing Activities

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, 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 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.

Cash Used in/Provided by Financing Activities

used in financing activities for the year ended December 31, 2025, was $332,819, which consisted of $14,800 of proceeds from the sale

of our Class A common stock, offset by $347,619 of repayments on notes payable.

Cash 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, partially offset

by $410,676 of repayments on the notes payable.

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,

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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.

the year ended December 31, 2025, 23,125 warrants were exercised to purchase Class A Common Stock, pursuant to which the Company received

cash proceeds of $14,800

January 17, 2025, a total of 233,334 shares of Class B Common Stock previously held by the Company’s Executive Chairman and President,

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of Incorporation.

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.

Accounting Policies and Estimates

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

and other private health organization.

and other private health organizations.

Healthcare Workforce and Behavioral Mental Health Service contracts are accounted for as a single

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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

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

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.

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

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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