What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-11 · 256 added, 258 removed, 557 unchanged (48% of the section changed)

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related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to

above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

In our opinion, the financial statements referred

to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting

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Accounts receivable, net

Accounts receivable related party

Accounts receivable

Other current assets

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Accounts payable

Accounts payable, related party

Accrued expenses

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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 December 31, 2025 and December 31, 2024, respectively

Convertible class B common stock, $ 0.001 par value, 5,000,000 shares authorized, 833,334 shares issued and outstanding

Convertible class B common stock, $ 0.001 par value, 5,000,000 shares authorized, 600,000 and 833,334 shares issued and outstanding at December 31, 2025 and 2024 respectively

Common stock, value

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( 3,764,885 )

( 2,887,599 )

Other income (expense):

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Warrants exercised for cash

Class A common stock issued for cash

Class A common stock options issued for services

Class A common stock and warrants issued for cash

Amortization of options - Employees & Consultants

Options issued for Director fees

2 unchanged sentences

Balance, December 31, 2024

$ ( 8,824,193 )

Preferred Stock

Total Stockholders’

Balance, December 31, 2022

$ ( 2,126,612 )

Cancellation of Class A common stock

Class A common stock issued for debt conversion

Stock-based compensation

Class A common stock options issued for cash

( 2,938,343 )

Warrants exercised for cash

Conversion of Class B common stock to Class A common stock

Class A common stock awarded for services

Amortization of options - Employees & Consultants

Amortization of Class A common stock options issued for services

Balance, December 31, 2025

$ ( 5,064,955 )

accompanying notes to audited financial statements .

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Accounts payable

Accounts payable, related parties

Accounts payable, related party

Deferred revenue

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( 2,932,033 )

( 2,759,068 )

CASH FLOWS FROM INVESTING ACTIVITIES

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Proceeds from sale of common stock and exercise of warrants

Proceeds received from line of credit

Repayments on line of credit

( 1,050,551 )

Proceeds received from advances, related party

Repayments on advances, related party

( 1,095,000 )

Repayments on notes payable

Proceeds received from convertible notes payable

Net cash provided by financing activities

Net cash (used in) provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

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Initial recognition of right-of-use asset and lease liability

Cancellation of Class A common stock

Non-cash application of invoices to STLogics loan

Class a common stock issued for debt and interest conversion

Conversion of Class B common stock to Class A common stock

Amendment of right-of-use asset and lease liability

Options issued for accrued director fees

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The Company had $ 410,963

cash in excess of FDIC insured limits at December 31, 2024.

The Company has not experienced any losses in such accounts.

and $ 1,032,827 cash in excess of FDIC insured limits at December 31, 2025 and 2024, respectively.

The Company has not experienced any

losses in such accounts.

Value of Financial Instruments

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Cash equivalents are stated at cost plus accrued interest, which approximates market value.

There were $ 1,749,977 cash equivalents on

hand at December 31, 2024, consistent of certificates of deposit with maturities of three months or less.

There were no cash equivalents

at December 31, 2023.

There were $ 1,169,450 and $ 1,749,977 cash

equivalents on hand at December 31, 2025 and 2024, respectively, consisting of certificates of deposit with maturities of three months

receivable is carried at their estimated collectible amounts.

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December 31, 2024

December 31, 2025

December 31, 2024

Net revenues:

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Population health

Digital health

Behavioral and mental services

Health education

Behavioral and mental health

cost of services includes wages and related payroll taxes, employee benefits and certain other employee-related costs of the Company’s

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and 61 % of revenues, respectively, which was derived through a combination of divisions within the State of Indiana, including the FSSA-NeuroDiagnostic

Institute, representing $ 4,567,637 and $ 3,734,004 of the Company’s Healthcare Workforce revenue for years ended December 31, 2024

and 2023, respectively, and the FSSA-Division of Mental Health and Addiction, representing $ 312,000 and $ 305,000 of the Company’s

Population Health revenues for each of the years ended December 31, 2024 and 2023, respectively.

In addition, the combined divisions

of the FSSA (NeuroDiagnostic Institute and Division of Mental Health and Addiction), owed 56 % and one other customer represented 11 %,

of the Company’s accounts receivable respectively, at December 31, 2024, and FSSA represented 30 % of outstanding accounts receivable

as of December 31, 2023.

Institute, representing $ 2,562,717 and $ 4,567,637 of the Company’s Healthcare Workforce revenue for the years ended December 31,

2025 and 2024, respectively, and the FSSA-Division of Mental Health and Addiction and FSSA-HSCP, representing $ 1,507,254 and $ 312,000

of the Company’s Population Health revenues for the years ended December 31, 2025 and 2024, respectively.

Additionally, for the

year ended December 31, 2025, Humana, Inc accounted for approximately 37 % and 74 % of the Company’s revenue and accounts receivable,

respectively.

In addition, the combined divisions of the FSSA, Coordinated Care Corporation (doing business as Managed Health Services,

owed 11 % of the Company’s accounts receivable at December, 2025.

The combined divisions of the FSSA (NeuroDiagnostic Institute

and Division of Mental Health and Addiction), owned 56 % and one other customer represented 11 %, of the Company’s accounts receivable

respectively, at December 31, 2024.

Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation

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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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3 – Related Party Transactions

Company pays for payroll and related costs for its employees that provide services to Sahasra Technologies Corp., doing business as

STLogics to service contracts of STLogics, which is an entity beneficially owned by the principal owners and management team of

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.

Company leases its current corporate headquarters under a three-year lease from STVentures, LLC (“STVentures”) ,

of December 31, 2025, the Company owed a total of $ 72,000 in fees payable to directors.

This amount is presented within accounts payable,

related parties.

Company leases its current corporate headquarters under a nine months lease from STVentures, LLC (“ STVentures”) ,

an entity beneficially owned by the principal owners and the management team of Syra and their affiliates .

The lease commenced on July 1, 2021 and as amended on May 1, 2022, provides for a base monthly rent of $ 10,711 over the three-year term

of the lease.

A total of $ 131,516 and $ 128,527 was included in selling, general and administrative expenses for the year ended December

31, 2024 and 2023, respectively.

The lease was further amended on June 26, 2024, and provides for a base monthly rent of $ 11,209 over

the additional three-year term of the lease.

The lease commenced on July 1, 2021 and as amended on May 1, 2022, provided for a base monthly rent of $ 10,711 .

The lease was further

amended on June 26, 2024, and provides for a base monthly rent of $ 11,209 .

The lease was also amended on March 3, 2025 and in July 2025

and provides for a base monthly rent of $ 11,209 through June 30, 2027.

The lease was further amended on July 1, 2025, and provides for

a base monthly rent of $ 5,580 from September 1, 2025 through May 31, 2026.

A total of $ 111,990 and $ 131,516 is included in selling, general

and administrative expenses for the year ended December 31, 2025 and 2024, respectively.

An unpaid balance of $ 0 was outstanding at December

31, 2025, and December 31, 2024.

Technology (“IT”) Services

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and administrative expenses in the statements of operations during the years ended December 31, 2025 and 2024, respectively.

balance of $ 0 was outstanding at December 31, 2025, and December 31, 2024, respectively, as presented within accounts payable, related

and Human Resource Services

Company paid a total of $ 516,129 and $ 348,304 for recruitment and human resource services from NLogix, which is an entity beneficially

owned by the principal owners and the management team of Syra and their affiliates, which have been presented within cost of sales in

the statements of operations during the years ended December 31, 2024 and 2023, respectively .

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.

the year ended December 31, 2025, the Company paid a total of $ 155,106 and $ 250,669 for services from NLogix IT Services Private Limited

and SKL Demand Private Limited, respectively, which are entities beneficially owned by the principal owners and the management team of

Syra and their affiliates.

Of these costs $ 280,055 are included in professional services, $ 68,149 in selling, general and administrative

expenses, and $ 57,571 in research and development expenses in the statement of operations during the year ended December 31, 2025.

the year ended December 31, 2024, the Company paid a total of $ 530,843 for services from NLogix IT Services Private Limited, which is

an entity beneficially owned by the principal owners and the management team of Syra and their affiliates Of these costs $ 77,762 are

included in cost of services and $ 453,082 in selling, general and administrative expenses, in the statement of operations during the

year ended December 31, 2024.

4 – Basic and Diluted Earnings per Share

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Schedule of Other Current Assets

Federal and state income tax receivable (1)

Prepaid expenses and other current assets

Total other current assets

$ 50,000 for a federal refundable payroll tax credit, called the Employee Retention Tax Credit (“ERTC”) Tax Credit, which

provides a credit to businesses who kept employees, or were negatively impacted, during the COVID-19 pandemic.

6 – Property and Equipment

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The Company matches

100 % of the employees’ contributions that are not in excess of 4 % of the employee’s contributions.

These matching contributions

are fully vested and paid pursuant to the employees’ bi-weekly or semi-monthly pay periods.

The Company does not prefund these

benefits and has the right to modify or terminate certain of these benefits in the future.

For the year ended December 31, 2024, the

Company incurred $ 103,760 of IRA contribution expenses pursuant to the Company’s matching contributions, including $ 0 , as accrued

at December 31, 2024.

For the year ended December 31, 2023, the Company incurred $ 88,327 of investment retirement account contribution

expenses pursuant to the Company’s matching contributions, including $ 8,778 , as accrued at December 31, 2023

Company leases its current corporate headquarters under a three-year lease from STVentures, a related party.

of the employees’ contributions that are not in excess of 2 %

of the employee’s contributions.

These matching contributions are fully vested and paid pursuant to the employees’ bi-weekly

or semi-monthly pay periods.

The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits

in the future.

For the year ended December 31, 2025, the Company incurred $ 53,782

IRA contribution expenses pursuant to the Company’s matching contributions, including $ 0 ,

as accrued at December 31, 2025.

For the year ended December 31, 2024, the Company incurred $ 103,760

IRA contribution expenses pursuant to the Company’s matching contributions, including $ 0 ,

as accrued at December 31, 2024.

Company leases its current corporate headquarters under a 5 five month lease from STVentures, a related party.

The lease, as amended on

May 1, 2022 to expand its office space from 2,976 square feet to approximately 5,978 square feet, commenced on July 1, 2021, and provides

for a base monthly rent of $ 10,711 , as increased from $ 5,332 per month, over the three-year term of the lease.

The lease was further

amended on June 26, 2024 and provides for a base monthly rent of $ 11,209 per month, over a three-year term of the lease commencing on

July 1, 2024.

The Company is occupying the space for executive and administrative offices.

Rent expense for the years ended December

31, 2024 and 2023 was $ 131,516 and $1 28,527 , respectively , which is included in selling,

general and administrative expenses within the statements of operations .

for a base monthly rent of $ 10,711 , as increased from $ 5,332 per month.

The lease was further amended on June 26, 2024 and March 3, 2025

and provides for a base monthly rent of $ 11,209 per month, over a fourteen month term of the lease commencing on July 1, 2024 through

August 31, 2025.

The lease was further amended on July 1, 2025, and provides for a base monthly rent of $ 5,580 from September 1, 2025

through May 31, 2026.

The Company occupies the space for executive and administrative offices.

Rent expense for the year ended December

31 , 2025 and 2024 was

$ 111,990 and $ 131,516 , which is included in selling, general and administrative expenses within the statements of operations .

components of lease expense were as follows:

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Schedule of Supplemental Balance Sheet Information

portion of operating lease liability, related party

operating lease liability, related party

operating lease liability

average remaining lease term:

average discount rate:

Operating lease:

Operating lease assets

Current portion of operating lease liability, related party

Noncurrent operating lease liability, related party

Total operating lease liability

Weighted average remaining lease term:

Operating leases

Weighted average discount rate:

Operating lease

following payments are required under leases as of December 31, 2025:

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9 – Notes Payable

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

Bank of New Castle pursuant to which it 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 shall not exceed 75% of the Company’s 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.

The Company received extensions on the Revolving Line of Credit such that it will now

terminate on October 24, 2023;

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

In the event of a default,

all commitments and obligations pursuant to the Revolving Line of Credit will terminate immediately and, at Citizens State Bank of New

Castle’s request, all Indebtedness (as defined in the loan agreement) shall become immediately due and payable.

Advances on the

Revolving Line of Credit are pursuant to a promissory note dated February 7, 2022 which accrues 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 shall increase by an 2.0% in the event of a default.

Pursuant to the promissory note, the

Company has been required to pay monthly payments of unpaid interest since March 7, 2022.

The Company may prepay all or a portion of

the amount due prior to the date upon which it is due without any penalty.

In connection with the Revolving Line of Credit, the Company

entered into a commercial security agreement with Citizens State Bank of New Castle dated February 7, 2022, pursuant to which it 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).

the year ended December 31, 2023, the Company received proceeds of $ 300,000 and repaid total advances of $ 1,050,551 .

In addition, the

Company 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.

The balance of the line of credit was $ 0 at December 31,

2023, and was closed during the year ended December 31, 2023.

Notes Payable

various dates from January through April 7, 2023, the Company entered into subscription agreements with accredited investors pursuant

to which it 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 the Company at any time without any penalties.

The holders may convert the principal amount of the notes together with accrued interest thereon at any time prior to the earlier of

the maturity date and the effectiveness of the registration statement relating to the Company’s initial public offering at a conversion

price of $ 6.00 per share.

Upon the closing of the Next Equity Financing (as defined herein), the principal amount of the notes together

with accrued interest thereon shall automatically convert into such number of shares of the Company’s Class A common stock determined

by dividing (x) the outstanding principal balance and unpaid accrued interest of the notes on the date of conversion by (y) the price

per share equal to the product of the price per Equity Security (as defined in the notes) sold in the Next Equity Financing multiplied

“Next Equity Financing” means an initial public offering by the Company of its Equity Securities pursuant to which

such Equity Securities are listed on a national securities exchange.

In addition, if prior to the maturity date of the notes, the notes

remains outstanding, then in the event of a Corporate Transaction (as defined in the notes), the holder of each note may elect to convert

the outstanding principal balance and unpaid accrued interest of each note, subject to the terms and conditions contained in the note,

into Conversion Shares (as defined in the notes) immediately prior to the closing of such Corporate Transaction based upon a conversion

price equal to the lesser of (i) the Corporate Transaction Price (as defined in the notes) or (ii) the quotient resulting from dividing

(x) the Valuation Cap (as defined in the notes) by (y) the fully diluted capitalization immediately prior to the closing of the Corporate

Transactions.

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.

Notes Payable

2023, the Company entered into three insurance policy financing arrangements to purchase various insurance policies.

2024, the Company entered into two insurance policy financing arrangements to purchase various insurance policies.

The total principal

of these arrangements was $ 370,596 with interest rates ranging from 10.38 % through 14.05 % and monthly payments totaling $ 32,328 are due

through July 2024.

of these arrangements was $ 378,659 with interest rates of 10.350 % and 10.50 % and monthly payments of $ 11,783 and $ 19,171 due through

The Company made principal repayments of $ 152,887 and incurred interest expense of $ 4,878 during the year ended December 31,

The Company made principal repayments of $ 225,773 and incurred interest expense of $ 9,436 during the year ended December 31, 2024.

As of December 31, 2025 and December 31, 2024, the remaining balance was $ 0 and $ 152,887 , respectively.

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The total principal

of these arrangements was $ 378,659 with interest rates of 10.350 % and 10.50 % and monthly payments of $ 11,783 and $ 19,171 due through

of this arrangement was $ 311,118 with interest rates of 10.30 % and 9.70 % and monthly payments of $ 9,985 and 15,612 due through July 2026.

The Company made principal repayments of $ 194,732 and incurred interest expense of $ 6,262 during the year ended December 31, 2025.

As of December 31, 2024, the remaining balance was $ 152,887 .

Company recognized interest expense for the years ended December 31, 2024 and 2023 as follows:

Schedule of Recognized Interest Expense

Interest on line of credit

Interest on convertible notes payable

Interest on notes payable

Amortization of underwriting fee on line of credit

Interest on credit card debt

Total interest expense

of December 31, 2025, the remaining balance was $ 116,386 .

Company recognized interest expense on notes payable of $ 11,140 and $ 15,600 for the year ended December 31, 2025 and 2024, respectively.

10 – Commitments and Contingencies

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District Court, Southern District

This case was settled on January 15, 2025 with no material impact to the

This case was settled on January 15, 2025 with no material impact to the Company.

July 1, 2025, the Company entered into a consulting agreement with a former member of the Board of Directors for services related to

developing a new strategic plan for the Company and identifying and hiring a new CEO.

The agreement is in effect through September 30,

2025, and allows for a monthly cash fee of $ 5,000 per month, and awarded 25,000 Class A common stock options and 25,000 restricted stock

units (“RSU’s”) of the Company’s Class A common stock to the consultant.

Both the options and RSU’s fully

vest upon Board approval of the new strategic plan and delivery of final CEO recommendations to the Board.

The stock options and RSU’s

will also vest in the event of a change of control of the Company.

On December 15, 2025, the Board of Directors of the Company appointed Gregory R.

Alexander as Chief Executive Officer of the Company and

entered into an employment agreement with Mr.

Alexander, effective January 5, 2026 (the “Alexander Employment Agreement”).

Under the terms of the Alexander Employment Agreement, Mr.

Alexander is entitled to receive an annual base salary of $ 251,000 and an annual

performance bonus with a target amount equal to 30 % of his annual base salary based upon the Board’s assessment of Mr.

and the Company’s attainment of goals as set by the Board in its sole discretion.

In accordance with the Alexander Employment Agreement,

Alexander will also be granted 110,537 restricted stock units, 20% of which vest one year after date of grant and the remainder which

vest equally over 4 years beginning one year after date of grant.

Additionally, he will be granted stock options to purchase 257,920 shares

of Class B common stock with 20% vesting on December 31, 2026 and the remainder vesting equally on an annual basis through December 31,

2030 as well as 368,458 performance stock units, subject to achievement of performance targets to be determined.

In addition, the Alexander

Employment Agreement contains non-competition and non-solicitation provisions .

11 – Changes in Stockholders’ Equity

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received cash proceeds of $ 14,800 .

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 .

January 15, 2025, a total of 233,334 shares of Class B Common Stock previously held by the Company’s Executive Chairman and President,

Sandeep Allam, upon his passing, automatically converted into 2,333,340 shares of Class A common stock according to the terms of the

Company’s Certificate 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 .

the year ended December 31, 2024, the Company issued 50,000 shares pursuant to the restricted stock award from November 2023.

vest quarterly over a 1 one-year period.

The Company recognized expense of $ 56,625 for these awards and expects to recognize an additional

$ 10,753 through the end of the vesting period.

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) 18 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) 5 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

The Company 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

estimated fair value of the warrants issued in connection with the public offering was estimated using a Black-Scholes option pricing

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2) risk-free rate of 3.45 % to 3.62 %;

3) volatility of 127 % to 138 %;

3) volatility of 127 %

4) a common stock price of $ 0.80 , and 5) a contractual term of 1.5 to 5 years.

The fair value of the Class A Warrants was $ 1,677,768 , the

estimated fair value of the Class B Warrants was $ 2,235,055 and the estimated fair value of the underwriter warrants was $ 109,728 .

fair value of the warrants was recognized as a cost of capital related to the public offering.

the year ended December 31, 2024, the Company issued 50,000 shares pursuant to a restricted stock award from November 2023.

vest quarterly over a one-year period.

The Company recognized expense of $ 67,378 and $ 8,122 for these awards during the years ended December

31, 2024 and 2023, respectively.

the year ended December 31, 2024, the Company issued 6,992 shares for services to a consultant with a fair value of $ 4,000 , recognized

as stock-based compensation.

August 13, 2024, the Company received written notification (the “Notice”) from the Listing Qualifications Department of

the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholder’s equity was below the

minimum requirement of $ 2,500,000 0 for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the

“Minimum Shareholder Equity Requirement”).

On November 1, 2024, the Company was notified by Nasdaq that it had regained compliance with the Minimum Shareholder

Equity Requirement.

October 18, 2024, the Company received a Notice from Nasdaq indicating that the bid price for its Class A common stock, for the last

30 consecutive business days for the last thirty consecutive business days, had closed below the minimum $ 1.00 per share and, as a result,

the Company was not in compliance with the $ 1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) for

the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

the Company fails to comply with Nasdaq’s continued listing standards, the Company may be delisted and its Class A common stock

will trade, if at all, only on the over-the-counter market, such as the OTC Bulletin Board or OTCQX market, and then only if one or more

registered broker-dealer market makers comply with quotation requirements.

In addition, delisting of the Company’s Class A common

stock could depress our stock price, substantially limit liquidity of our Class A common stock and materially adversely affect our ability

to raise capital on terms acceptable to us, or at all.

Finally, delisting of the Class A common stock could result in the Class A common

stock becoming a “penny stock” under the Exchange Act.

The fair value of the

Class A Warrants was $ 1,677,768 , the estimated fair value of the Class B Warrants was $ 2,235,055 and the estimated fair value of

the underwriter warrants was $ 109,728 .

The fair value of the warrants was recognized as a cost of capital related to the public offering.

October 18, 2024, the Company received a Notice from Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for

its Class A common stock, for the last 30 consecutive business days for the last thirty consecutive business days, had closed below the

minimum $ 1.00 per share and, as a result, the Company was not in compliance with the $ 1.00 minimum bid price requirement (the “Minimum

Bid Price Requirement”) for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

April 11, 2025, the Company voluntarily delisted its Class A common stock from the Nasdaq Capital Market.

Our common stock is listed

on The OTC QB Market.

June 13, 2025, the Board of Directors of Syra Health Corp.

(the “Company”) approved the termination for cause of the employment

agreement between Deepika Vuppalanchi, the Company’s CEO.

June 16, 2025, the Board of Directors of the Company appointed Priya Prasad, the Company’s CFO and COO, as interim CEO.

agreed to pay Ms.

Prasad an interim CEO allowance of $ 6,100 per month, and award 122,000 shares of Class A common stock, which vest upon

milestones being met as determined by the Board, including appointment of a permanent CEO, retention of key staff, stabilization of client

relationships and adoption of an updated strategic plan for the Company.

As of December 31, 2025, the Board determined that achievement

of the milestones was not probable, and accordingly, no stock-based compensation expense has been recognized related to this award.

July 1, 2025, the Company entered into a consulting agreement with a former member of the Board of Directors for services related to

developing a new strategic plan for the Company and identifying and hiring a new CEO.

The agreement is in effect through December

31, 2025, and the Company awarded 25,000 restricted

stock units (“RSU’s”) of the Company’s Class A common stock to the consultant.

As of December 31, 2025, the

Board determined that achievement of the milestones was completed, however, no options were issued and stock-based compensation

expense has been recognized related to this award.

August 13, 2025, the Company appointed a new director to the Board of Directors of the Company.

In connection with the appointment, the

director will receive $ 20,000 in annual cash compensation and receive an equity award representing 0.25% of the Company’s fully

diluted Class A Common Stock in the form of stock options as of December 31, 2025 .

As of December 31, 2025, a grant date had not been

established as the terms of the award had not been finalized.

the year ended December 31, 2025, the Company issued 3,500 shares of Class A common stock to several employees in exchange for services

The Company recognized stock-based compensation expense equal to the fair value of the shares on the grant date.

the year ended December 31, 2025, the Company recognized stock-based compensation expense of $ 60,056 related to the amortization of stock

options granted to employees and consultants.

Additionally,

the Company recognized $ 38,498 of stock-based compensation expense related to the amortization of Class A common stock options issued

for services.

A Common Stock Warrants

of Activity of Outstanding Stock Warrants

Schedule of Activity of Outstanding Stock Warrants

The following is a summary of activity of outstanding stock warrants:

Weighted Average

Number of Shares

Exercise Prices

Balance, December 31, 2024

9 unchanged sentences

as of May 3, 2022, whereby the founders exchanged their 83,334 Founders Shares for 833,334 shares of convertible Class B common stock.

January 15, 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 Certificate

of Incorporation

12 – Common Stock Options

5 unchanged sentences

A Common Stock Option Awards

the year ended December 31, 2024, the Company granted options to purchase an aggregate 42,000

shares of the Company’s Class A common stock to employees at an exercise price ranging from $ 1.28

per share for terms of 10

years under the 2022 Plan.

options will vest 25% on each anniversary, and 25% quarterly, until fully vested .

The options had no

intrinsic value.

The aggregate estimated value using the Black-Scholes Pricing Model, based on an expected terms of 6.25

years, a weighted average volatility rate ranging from 109 %

a weighted average risk-free interest rate ranging from 3.82 %

4.63 %, and a weighted average call option value ranging from $ 0.331

was $ 79,383 .

The expected term was estimated using the simplified method allowed under SEC Staff Accounting Bulletin 107 (“SAB 107”).

During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 59,803

and $21,041, respectively, related to common stock options.

As of December 31, 2024, a total of $ 179,549

of unamortized expenses are expected to be expensed over the vesting period.

Company also granted options to purchase an aggregate of 73,349 shares of the Company’s Class A common stock to directors under

the 2022 Plan to settle an aggregate of $ 47,500 of accrued director fees.

The options have an exercise price of $ 0.3683 , a term of 10

years, with 25% of the options vesting immediately and the remaining over 12 months from the grant date .

The aggregate estimated value

using the Black-Scholes Pricing Model, based on an expected term of 6.25 years, an estimated volatility of 124 %, a risk-free interest

rate of 4.32 %, and a call option value of $ 0.33 , was $ 24,267 .

The expected term was estimated using the simplified method allowed under

The difference between the accrued expense and the value of the options was recognized in selling, general and administrative

the year ended December 31, 2024, the Company granted options to purchase an aggregate 42,000 shares of the Company’s Class A common

stock to employees at an exercise price ranging from $ 1.28 to $ 1.88 per share for terms of 10 years and 5 years under the 2022 Plan.

These options will vest 25 % on each anniversary, and 25 % quarterly, until fully vested.

The options had no intrinsic value.

The aggregate

estimated value using the Black-Scholes Pricing Model, based on an expected terms of 6.25 and 3.54 years, a weighted average volatility

rate ranging from 109 % to 126 %, a weighted average risk-free interest rate ranging from 3.82 % to 4.63 %, and a weighted average call option

value ranging from $ 0.331 to $ 1.450 , was $ 79,383 .

The expected term was estimated using the simplified method allowed under SEC Staff

Accounting Bulletin 107 (“SAB 107”).

the year ended December 31, 2025 and 2024, the Company recognized expense of $ 60,051 and $ 59,803 related to common stock options.

of December 31, 2025, a total of $ 99,253 of unamortized expenses are expected to be expensed over the vesting period.

the year ended December 31, 2025, the Company granted options to purchase an aggregate 321,038 shares of the Company’s Class A

common stock at an exercise price ranging from $ 0.0700 to $ 0.7386 per share for terms of 10 years under the 2022 Plan.

These options

will vest 25 % on each anniversary, and 25 % quarterly, until fully vested.

The Company recognized expense of $ 38,503 for these awards

during the year ended December 31, 2025, and expects to recognize an additional $ 13,988 through the end of the vesting period.

July 1, 2025, the Company entered into a consulting agreement with a former member of the Board of Directors for services related to

developing a new strategic plan for the Company and identifying and hiring a new CEO.

The agreement is in effect through September 30,

2025, and the Company awarded 25,000 Class A common stock options of the Company’s Class A common stock to the consultant at an

exercise price of $ 0.12 per share.

The aggregate estimated value using the Black-Scholes Pricing Model, based on an expected term of

6.25 years, a weighted average volatility rate of 124 %, a weighted average risk-free interest rate of 3.94 %, and a weighted average call

option value of $ 0.11 , was $ 2,679 .

As of December 31, 2025, the Board determined that achievement of the milestones was not probable,

and accordingly, no stock-based compensation expense has been recognized related to this award.

August 13, 2025, the Company appointed a new director to the Board of Directors of the Company.

In connection with the appointment, the

director will receive $ 20,000 in annual cash compensation and receive an equity award representing 0.25% of the Company’s fully

diluted Class A Common Stock as of December 31, 2025, with 50% of such award in the form of restricted stock units and 50% in common

stock options .

As of December 31, 2025, a grant date had not been established because the terms of the award had not yet been finalized.

following is a summary of activity of outstanding stock options:

Summary of Activity of Outstanding Stock Options

Weighted Average

Number of Shares

Exercise Prices

Balance, December 31, 2024

Options granted

Options cancelled

Options forfeited

Balance, December 31, 2025

30 unchanged sentences

Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued.

January 7, 2025, the Company granted options to purchase an aggregate 57,646 shares of the Company’s Class A common stock at an

exercise price of $ 0.7386 per share for terms of 10 years under the 2022 Plan.

These options will vest 25% on each anniversary, and 25%

quarterly, until fully vested .

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.

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 $ 1,480,000 in revenue .

a strategic transformation from a healthcare technology provider to a fully integrated healthcare

solutions company, delivering end-to-end capabilities for government and commercial healthcare

a new training contract to safeguard behavioral health workers from workplace violence, addressing

a critical and growing need on the frontlines of care.

our live-agent HEDIS call center operations and expanded utilization nursing staff to meet

demand from insurance company customers.

a wellness program in collaboration with a public health department to protect employees

from secondary trauma.

Syrenity for FDA approval under the FDA’s TEMPO pilot program, positioning the Company

to participate in CMS’s ACCESS Model, a 10-year national initiative launching July

2026 that rewards improved patient outcomes in behavioral health.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data