Syra Health Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA SYRA HEALTH CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 2738 ) F-2 Balance Sheets at December 31, 2025 and 2024 F-3 Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Syra Health Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of Syra Health Corp. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025 and the 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, 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 principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a cash balance of $1,614,733, working capital of $2,063,791 and an accumulated deficit of $9,720,526 since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audits of the financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. Due to the net loss for the year, the Company evaluated the need for a going concern. Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated. As discussed in Note 2, the Company has a going concern due to its insufficient cash balance and accumulated net losses. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2023 The Woodlands, TX March 12, 2026 F- 2 SYRA HEALTH CORP. BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 1,614,733 $ 2,395,405 Accounts receivable, net 918,374 680,827 Other current assets 205,423 276,563 Total current assets 2,738,530 3,352,795 Property and equipment, net 6,986 27,347 Right-of-use asset 27,401 299,190 Total assets $ 2,772,917 $ 3,679,332 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 247,520 $ 101,690 Accounts payable, related party 72,000 - Accrued expenses 194,821 230,383 Deferred revenue 16,611 16,611 Current portion of operating lease liability, related party 27,401 111,978 Notes payable 116,386 152,887 Total current liabilities 674,739 613,549 Non-current portion of operating lease liability, related party - 187,212 Total liabilities 674,739 800,761 Commitments and contingencies - Stockholders’ equity: Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, no shares designated, issued and outstanding - - Class A common stock, $ 0.001 par value, 100,000,000 shares authorized, 11,339,169 and 8,979,204 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 11,339 8,979 Convertible class B common stock, $ 0.001 par value, 5,000,000 shares authorized, 600,000 and 833,334 shares issued and outstanding at December 31, 2025 and 2024 respectively 600 833 Common stock, value 600 833 Additional paid-in capital 11,806,765 11,692,952 Accumulated deficit ( 9,720,526 ) ( 8,824,193 ) Total stockholders’ equity 2,098,178 2,878,571 Total liabilities and stockholders’ equity $ 2,772,917 $ 3,679,332 See accompanying notes to audited financial statements. F- 3 SYRA HEALTH CORP. STATEMENTS OF OPERATIONS 2025 2024 For the Year Ended 2025 2024 Net revenues $ 7,225,973 $ 7,982,082 Cost of services 4,738,211 6,329,119 Gross profit 2,487,762 1,652,963 Operating expenses: Salaries and benefits 1,500,688 2,718,743 Professional services 737,714 606,051 Research and development expenses 67,840 585,146 Selling, general and administrative expenses 1,065,376 1,445,170 Depreciation 20,468 62,738 Total operating expenses 3,392,086 5,417,848 Operating loss ( 904,324 ) ( 3,764,885 ) Other income (expense): Interest income 21,261 21,247 Interest expense ( 13,270 ) ( 15,600 ) Total other income (expense) 7,991 5,647 Net loss $ ( 896,333 ) $ ( 3,759,238 ) Weighted average common shares outstanding - basic and diluted 11,852,347 7,551,576 Net loss per common share - basic and diluted $ ( 0.08 ) $ ( 0.50 ) See accompanying notes to audited financial statements. F- 4 SYRA HEALTH CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2025 and 2024 Shares Amount Shares Amount Shares Amount Capital Deficit Equity Preferred Stock Class A Common Stock Convertible Class B Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2023 - $ - 5,588,298 $ 5,588 833,334 $ 833 $ 9,071,745 $ ( 5,064,955 ) $ 4,013,211 Class A common stock issued for services - - 56,992 57 - - 71,321 - 71,378 Warrants exercised for cash - - 130,789 131 - - 849,998 - 850,129 Class A common stock and warrants issued for cash - - 3,203,125 3,203 - - 1,615,818 - 1,619,021 Amortization of options - Employees & Consultants - - - - - - 59,803 - 59,803 Options issued for Director fees - - - - - - 24,267 - 24,267 Net loss - - - - - - - ( 3,759,238 ) ( 3,759,238 ) Balance, December 31, 2024 - $ - 8,979,204 $ 8,979 833,334 $ 833 $ 11,692,952 $ ( 8,824,193 ) $ 2,878,571 Balance Warrants exercised for cash - - 23,125 23 - - 14,777 - 14,800 Conversion of Class B common stock to Class A common stock - - 2,333,340 2,333 ( 233,334 ) ( 233 ) ( 2,100 ) - - Class A common stock awarded for services - - 3,500 4 - - 2,582 - 2,586 Amortization of options - Employees & Consultants - - - - - - 60,056 - 60,056 Amortization of Class A common stock options issued for services 38,498 - 38,498 Net loss - - - - - - - ( 896,333 ) ( 896,333 ) Balance, December 31, 2025 - $ - 11,339,169 $ 11,339 600,000 $ 600 $ 11,806,765 $ ( 9,720,526 ) $ 2,098,178 See accompanying notes to audited financial statements . F- 5 SYRA HEALTH CORP. STATEMENTS OF CASH FLOWS 2025 2024 For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 896,333 ) $ ( 3,759,238 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 20,468 62,738 Common stock issued for services 2,586 71,378 Non-cash lease expense - 89,500 Stock-based compensation 98,554 59,803 Changes in operating assets and liabilities: Accounts receivable ( 237,547 ) 379,807 Accounts receivable, related party - 50,614 Other current assets 382,258 491,883 Right-of-use asset 105,670 - Accounts payable 145,830 ( 361,301 ) Accounts payable, related party 72,000 - Deferred revenue - 16,611 Accrued expenses ( 35,562 ) 55,672 Operating lease liability ( 105,670 ) ( 89,500 ) Net cash used in operating activities ( 447,746 ) ( 2,932,033 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 107 ) ( 11,111 ) Net cash used in investing activities ( 107 ) ( 11,111 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock and exercise of warrants 14,800 2,469,150 Repayments on notes payable ( 347,619 ) ( 410,676 ) Net cash (used in) provided by financing activities ( 332,819 ) 2,058,474 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 780,672 ) ( 884,670 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,395,405 3,280,075 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,614,733 $ 2,395,405 SUPPLEMENTAL INFORMATION: Interest paid $ 13,270 $ 15,600 Income taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recognition of right-of-use asset and lease liability $ - $ 325,491 Conversion of Class B common stock to Class A common stock $ 2,333 - Amendment of right-of-use asset and lease liability $ 166,119 - Options issued for accrued director fees $ - $ 24,267 Prepaid asset financed with note payable $ 311,118 $ 378,659 See accompanying notes to audited financial statements. F- 6 SYRA HEALTH CORP. NOTES TO FINANCIAL STATEMENTS Note 1 – Nature of Business and Significant Accounting Policies Nature of Business Syra Health Corp. (“Syra” or the “Company”) was incorporated in the state of Indiana on November 20, 2020 to provide workforce staffing solutions, health education and healthcare research consulting services to mental health hospitals and organizations, including government agencies, integrated health networks, managed care entities and pharmaceutical manufacturers. On March 11, 2022, the Company redomiciled to Delaware. The Company’s corporate office is located in Carmel, Indiana. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Concentrations of Credit Risk The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 under current regulations. The Company had $ 410,963 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. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. F- 7 - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of the Company’s financial assets and liabilities, such as cash, accounts receivable and accounts payable are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company’s advances from related party approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2025 and December 31, 2024. Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less when acquired. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. 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 or less. Accounts Receivable Accounts 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. The Company had an allowance of $ 5,520 at December 31, 2025 and December 31, 2024. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. The cost of office equipment is depreciated using the straight-line method based on a 5 five-year life expectancy. Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets ”, all long-lived assets such as property and equipment held and used by the Company 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. Leases The Company accounts for its leases under ASC 842 - Leases . The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. F- 8 Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. The Company adopted ASU No. 2023-07 during the year ended December 31, 2025. Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker (“CODM”), manages our segments, evaluates financial results, and makes key operating decisions. We have one reportable operating segment, Healthcare services. The reportable segment derives its revenue from a variety of services primarily to state and federal health authorities. Our CODM uses net income to evaluate and make key operating decisions. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has the following main forms of revenue: – Healthcare Workforce; – Population Health – Digital Health – Behavioral and Mental Health Services – Health Education The Company primarily provides its services to state health and social service agencies and universities. Healthcare Workforce, Health Education and Behavioral Mental Health Service contracts are primarily 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. The Company allocates 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. The contracts generally stipulate bi-weekly or monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as the Company has the right to payment in an amount that corresponds directly with the value of performance completed to date. The Company may also be subject to penalties for violations of certain ethical standards and non-performance measures within these state contracts. The Company recognizes revenue net of penalties. F- 9 Disaggregated revenue data The Company’s revenue consists of the following revenue services within its industry: Schedule of Disaggregation of Revenue December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 Net revenues: Healthcare workforce $ 1,902,700 $ 5,896,433 Population health 5,323,273 2,068,804 Behavioral and mental health - 16,845 Net revenues $ 7,225,973 $ 7,982,082 Cost of Services The cost of services includes wages and related payroll taxes, employee benefits and certain other employee-related costs of the Company’s contract service employees, while the employees work on contract assignments. Significant Concentrations The majority of accounts receivable and revenue contracts are between the Company and different divisions within the Indiana Family and Social Services Administration (“ FSSA”). Most contracts require monthly payments as the projects progress. The Company generally does not require collateral or advance payments. For the years ended December 31, 2025 and 2024, FSSA accounted for approximately 35 % and 61 % of revenues, respectively, which was derived through a combination of divisions within the State of Indiana, including the FSSA-NeuroDiagnostic 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. Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Weighted average shares for basic EPS are calculated based on weighted average Class A and Class B shares outstanding. Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants, conversion of Class B shares and restricted stock. The number of potential common shares outstanding relating to stock options, warrants, conversion of Class B shares and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. F- 10 Income Taxes The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) ASC 740 Income Taxes (“ASC 740”), which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The Company recognizes interest and penalties related to uncertain tax positions, if any, as an income tax expense. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. In 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. The 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. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. F- 11 Note 2 – Going Concern As shown in the accompanying financial statements, as of December 31, 2025, the Company had a cash balance of $ 1,614,733 , working capital of $ 2,063,791 and an accumulated deficit of $ 9,720,526 since inception. The Company is too early in its development stage to project revenue with a necessary level of certainty. Therefore, the Company may not have sufficient funds to sustain its operations for the next twelve months from the issuance date of these financial statements and may need to raise additional cash to fund its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has commenced sales and continues to develop its operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that the Company will be successful in achieving these objectives. The Company continues to pursue sources of additional capital through debt and financing transactions or arrangements, including equity financing or other means. The Company may not be successful in identifying suitable funding transactions in a sufficient time period or at all and may not obtain the required capital by other means. If the Company does not succeed in raising additional capital, resources may not be sufficient to fund its business. The Company’s ability to scale production and distribution capabilities and further increase the value of its brands, is largely dependent on its success in raising additional capital. From January through April of 2023, the Company raised a total of $ 1,455,000 of capital from the sale of convertible notes. On October 3, 2023, the Company completed its IPO and received net proceeds of approximately $ 5,332,283 . In October 2023, the convertible notes were converted into Class A common stock in accordance with the terms of the convertible promissory notes as a result of the IPO. On September 11, 2024, the Company completed a public offering and received net proceeds of $ 1,619,021 . The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Note 3 – Related Party Transactions Director Fees As 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. Office Lease The 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, 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. Information Technology (“IT”) Services The Company incurred a total of $ 340,757 and $ 22,233 of services from RAD CUBE LLC, which is an entity beneficially owned by the principal owners and the management team of Syra and their affiliates, for outsourced IT services which have been presented within selling, general and administrative expenses in the statements of operations during the years ended December 31, 2025 and 2024, respectively. An unpaid balance of $ 0 was outstanding at December 31, 2025, and December 31, 2024, respectively, as presented within accounts payable, related parties. F- 12 Recruitment and Human Resource Services For 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. For 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. Note 4 – Basic and Diluted Earnings per Share During the years ended December 31, 2025 and 2024, the Company used the two-class method to compute net loss per common share because it had issued securities, other than a single class of common stock, that contractually entitled the holders to participate in dividends and earnings. These participating securities included the Company’s Class A common stock, which was authorized pursuant to the Company’s amendment to its Certificate of Incorporation on May 2, 2022, and convertible Class B common stock which are entitled to share equally, on a per share basis, in all assets of the Company of whatever kind available for distribution to the holders of common stock. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current period earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the period’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. The Company reports the more dilutive of the approaches (two-class or “if-converted”) as its diluted net income per share during the period. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Common shares consisting of shares potentially dilutive that are excluded from the calculated of diluted earnings per share because they are anti-dilutive as of December 31, 2025 and 2024 are as follows: Schedule of Diluted Earnings Per Share December 31, 2025 December 31, 2024 Warrants 8,172,842 8,192,967 Stock options 559,637 223,599 Total 8,732,479 8,416,566 Note 5 – Other Current Assets Other current assets included the following as of December 31, 2025 and December 31, 2024: Schedule of Other Current Assets December 31, December 31, 2025 2024 Prepaid expenses and other current assets 205,423 276,563 Total other current assets $ 205,423 $ 276,563 F- 13 Note 6 – Property and Equipment Property and equipment at December 31, 2025 and December 31, 2024, consisted of the following: Schedule of Property and Equipment December 31, December 31, 2025 2024 Office equipment – 5 year estimated life $ 87,065 $ 86,958 Leasehold improvements – 2 year estimated life 60,783 60,783 Furniture and fixtures – 7 year estimated life 6,170 6,170 Property and equipment, gross 6,170 6,170 Less: Accumulated depreciation ( 147,032 ) ( 126,564 ) Total property and equipment, net $ 6,986 $ 27,347 Depreciation of property and equipment was $ 20,468 and $ 62,738 for the years ended December 31, 2025 and 2024, respectively. Note 7 – Accrued Expenses Accrued expenses at December 31, 2025 and December 31, 2024, consisted of the following: Schedule of Accrued Expenses December 31, December 31, 2025 2024 Accrued payroll and taxes $ 141,997 $ 202,038 Accrued expenses 52,824 28,345 Total accrued expenses $ 194,821 $ 230,383 The Company provides postretirement benefits pursuant to IRS code section 401(k) for employees meeting specified criteria. The Company matches 100 % 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 of 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 of IRA contribution expenses pursuant to the Company’s matching contributions, including $ 0 , as accrued at December 31, 2024. Note 8 – Lease The 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. 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 . The components of lease expense were as follows: Schedule of Lease Expenses 2025 2024 For the Year Ended December 31, 2025 2024 Operating lease cost: Amortization of ROU asset $ 107,973 $ 116,266 Interest on lease liability 4,017 15,250 Total operating lease cost $ 111,990 $ 131,516 F- 14 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information December 31, December 31, 2025 2024 Operating lease: Operating lease assets $ 27,401 $ 299,190 Current portion of operating lease liability, related party $ 27,401 111,978 Noncurrent operating lease liability, related party - 187,212 Total operating lease liability $ 27,401 $ 299,190 Weighted average remaining lease term: Operating leases 0.42 years 2.50 years Weighted average discount rate: Operating lease 7.25 % 9.25 % The following payments are required under leases as of December 31, 2025: Schedule of Payments Under Leases Remaining Operating Term in Lease Years 2026 27,900 2027 - Total lease payments 27,900 Less: imputed interest ( 499 ) Present value of lease liability 27,401 0.42 Note 9 – Notes Payable Insurance Notes Payable In 2024, the Company entered into two insurance policy financing arrangements to purchase various insurance policies. 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 July 2025. The Company made principal repayments of $ 152,887 and incurred interest expense of $ 4,878 during the year ended December 31, 2025. 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. In 2025, the Company entered into two insurance policy financing arrangements to purchase various insurance policies. The total principal 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, 2025, the remaining balance was $ 116,386 . The Company recognized interest expense on notes payable of $ 11,140 and $ 15,600 for the year ended December 31, 2025 and 2024, respectively. F- 15 Note 10 – Commitments and Contingencies Legal Contingencies From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business. The Company is currently not a party to any material legal proceedings. In January 2024, a former employee filed a wrongful termination lawsuit against the Company in the U.S. District Court, Southern District of Indiana. This case was settled on January 15, 2025 with no material impact to the Company. Commitments On 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. Alexander’s and the Company’s attainment of goals as set by the Board in its sole discretion. In accordance with the Alexander Employment Agreement, Mr. 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 . Note 11 – Changes in Stockholders’ Equity Class A Common Stock The Company has 100,000,000 authorized shares of $ 0.001 par value Class A common stock, and 11,339,169 shares were issued and outstanding as of December 31, 2025. During the year ended December 31, 2025, two investors exercised 23,125 warrants to purchase Class A Common stock pursuant to which the Company received cash proceeds of $ 14,800 . On 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. During 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 . During the year ended December 31, 2024, the Company issued 50,000 shares pursuant to the restricted stock award from November 2023. These shares 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. On 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 11, 2029 . 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 11, 2029 . The estimated fair value of the warrants issued in connection with the public offering was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0 %; 2) risk-free rate of 3.45 % to 3.62 %; 3) volatility of 127 % to 138 %; 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 . The fair value of the warrants was recognized as a cost of capital related to the public offering. On 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). On 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. On 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. F- 16 On June 16, 2025, the Board of Directors of the Company appointed Priya Prasad, the Company’s CFO and COO, as interim CEO. The Company 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. On 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. On 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. During the year ended December 31, 2025, the Company issued 3,500 shares of Class A common stock to several employees in exchange for services rendered. The Company recognized stock-based compensation expense equal to the fair value of the shares on the grant date. During 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. Class A Common 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 8,195,967 $ 1.78 Warrants granted - - Warrants exercised ( 23,125 ) 0.64 Warrants cancelled - - Balance, December 31, 2025 8,172,842 $ 1.79 Exercisable, December 31, 2025 8,172,842 $ 1.79 The warrants had a weighted average remaining life of 2.16 years and no intrinsic value as of December 31, 2025. Convertible Class B Common Stock The Company has 5,000,000 authorized shares of $ 0.001 par value convertible Class B common stock and had 600,000 shares issued and outstanding as of December 31, 2025, as retrospectively applied, pursuant to the Company’s subsequent recapitalization in 2022 and effective as of May 3, 2022, whereby the founders exchanged their 83,334 Founders Shares for 833,334 shares of convertible Class B common stock. F- 17 On 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 Note 12 – Common Stock Options Omnibus Equity Incentive Plan On April 11, 2022, the Company’s board of directors adopted, and the Company’s stockholders approved, the Syra Health Corp. 2022 Omnibus Equity Incentive Plan, as amended on April 19, 2023 (as amended, the “2022 Plan”). No more than 1,041,667 shares of the Company’s Class A common stock shall be issued pursuant to the exercise of incentive stock options under the 2022 Plan. Class A Common Stock Option Awards During 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”). During the year ended December 31, 2025 and 2024, the Company recognized expense of $ 60,051 and $ 59,803 related to common stock options. As of December 31, 2025, a total of $ 99,253 of unamortized expenses are expected to be expensed over the vesting period. During 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. On 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. On 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. F- 18 The 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 223,599 $ 1.32 Options granted 346,038 0.19 Options forfeited ( 10,000 ) 1.28 Balance, December 31, 2025 559,637 $ 0.63 Exercisable, December 31, 2025 - $ - The options had a weighted average remaining life of 9.11 years and no intrinsic value as of December 31, 2025. Note 13 – Income Taxes For the period from November 20, 2020 (inception) through December 31, 2025, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2025, the Company had approximately $ 9,060,000 of federal net operating losses. Under the Tax Cuts and Jobs Act of 2017, the net operating loss carry forwards can be carried forward indefinitely, however the deductions are limited to 80% of taxable income. The effective income tax rate for the years ended December 31, 2025 and 2024 consisted of the following: Schedule of Effective Income Tax Rate December 31, December 31, 2025 2024 Federal statutory income tax rate 21 % 21 % State income taxes 3 % 3 % Change in valuation allowance ( 24 )% ( 24 )% Net effective income tax rate - - The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Assets 2025 2024 December 31, 2025 2024 Deferred tax assets: Net deferred tax assets before valuation allowance $ 2,091,303 $ 1,900,457 Less: Valuation allowance ( 2,091,303 ) ( 1,900,457 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2025 and 2024, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. Note 14 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued. ● Executed 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 customers. ● Won a new training contract to safeguard behavioral health workers from workplace violence, addressing a critical and growing need on the frontlines of care. ● Scaled our live-agent HEDIS call center operations and expanded utilization nursing staff to meet demand from insurance company customers. ● Launched a wellness program in collaboration with a public health department to protect employees from secondary trauma. ● Submitted 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. F- 19 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.