Syra Health (SYRA) risk factors, FY2025 10-K

Risks Related to Our Financial Position and Need for Additional Capital

1. 01Although we have generated approximately $7.2 million and $8.0 million of revenues for the years ended December 31, 2025 and 2024, respectively, our future profitability is uncertain57% rewritten
2. 02We will require substantial additional funding and if we are unable to raise capital on favorable terms when needed, we could be forced to curtail, delay or discontinue our business
3. 03Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing

Risks Related to Our Business and Industry

1. 04We face significant competition, which may harm our business, results of operations or financial condition
2. 05If we are unable to retain our existing customers or attract new customers, our business, financial condition, or results of operations could suffer
3. 06Our business strategy and future success depend on our ability to cross-sell our solutions
4. 07If we are unable to successfully expand our sales force productivity, sales of our solutions and the growth of our business and financial performance could be harmed
5. 08An economic downturn or volatility could have a material adverse impact on our business, results of operations or financial condition
6. 09Our ability to generate revenue could suffer if we do not continue to update and improve our existing solutions and develop new ones
7. 10Achieving market acceptance of new or updated solutions is necessary in order for them to become profitable and will likely require significant efforts and expenditures
8. 11Our business would be adversely affected if we cannot obtain, process or distribute data we require to provide our solutions
9. 12Poor service, system errors or failures of our solutions to conform to specifications could cause unforeseen liabilities or injury, harm our reputation and have a material adverse impact on our business, results of operations or financial condition
10. 13Disruptions in service or damages to our data or systems failures, could have a material adverse impact on our business, results of operations or financial condition
11. 14Breaches and failures of IT systems and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm
12. 15It is difficult to predict the sales cycle and implementation schedule for our products and services
13. 16Our independent content providers may fail to perform adequately or comply with laws, regulations or contractual covenants
14. 17We may be liable for use of content we provide
15. 18Our financial results may be adversely affected if we underprice our contracts, overrun our cost estimates or fail to receive approval for or experience delays in documenting change orders
16. 19As we develop new services and clients, enter new lines of business, and focus more of our business on providing a full range of talent solutions, the demands on our business and our operating risks may increase
17. 20Consolidation in the healthcare industry could adversely impact our business, financial condition and operating results
18. 21If we do not continue to recruit and retain sufficient quality healthcare professionals at reasonable costs, it could increase our operating costs and negatively affect our business and our profitability
19. 22The ability of our clients to increase the efficiency and effectiveness of their staffing management and recruiting efforts may affect the demand for our services that could negatively affect our business
20. 23Our work with government clients exposes us to additional risks inherent in the government contracting environment
21. 24We may be a party to legal, regulatory and other proceedings that could result in unexpected adverse outcomes
22. 25We may be liable for the misdiagnoses, mistreatment, injury or other harm to patients resulting from the use of data that we provide to health care providers, and any resulting claims could negatively impact our operating results and result in a decline in our stock price
23. 26We have incurred net operating losses (“NOLs”) during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire (if at all)
24. 27Unanticipated changes in tax laws may affect future financial results
25. 28Our use and development of artificial intelligence products may result in reputational harm and liability

Risks Related to Intellectual Property

1. 29The protection of our intellectual property requires substantial resources and protections of our proprietary rights may not be adequate
2. 30We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties
3. 31We depend on a small number of large customers and the loss of one or more major customers could have a material adverse effect on our business, financial condition and results of operations57% rewritten

Risks Related to Government Regulations

1. 32We are subject to federal and state healthcare industry regulation including conduct of operations, costs and payment for services and payment for referrals as well as laws regarding government contracting

Risks Related to Our Class A Common Stock

1. 33Our common stock is a “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirementsNew
2. 34Our common stock is currently traded on the OTC QB Market, which may have an unfavorable impact on our stock price and liquidityNew
3. 35Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stockNew
4. 36Since our common stock is currently quoted on the OTC QB Markets our stockholders may face significant restrictions on the resale of our common stock due to state “blue sky” laws and the sale of common stock in this offering is subject to state “blue sky” lawsNew
5. 37The market price of our Class A common stock may be volatile and fluctuate substantially, which could result in substantial losses for holders of our Class A common stock
6. 38Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price32% rewritten
7. 39We cannot predict the effect our dual-class structure may have on the market price of our Class A common stock
8. 40Our principal stockholders will continue to have significant influence over the election of our board of directors and approval of any significant corporate actions, including any sale of the Company27% rewritten
9. 41We could be subject to securities class action litigation
10. 42Anti-takeover provisions contained in our Certificate of Incorporation and our Amended and Restated Bylaws (“Bylaws”), as well as provisions of Delaware law, could impair a takeover attempt
11. 43These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management
12. 44The exclusive forum provision is limited to the extent permitted by law, and it will not apply to claims arising under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or for any other federal securities laws which provide for exclusive or concurrent federal and state jurisdiction
13. 45If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline
14. 46We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors