S-1MEF

As filed with the U.S. Securities and Exchange Commission on September 28, 2023

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SYRA HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	7361	85-4027995
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1119 Keystone Way N. #201

Carmel, IN 46032

(463) 345-8950

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

Deepika Vuppalanchi

Chief Executive Officer

Syra Health Corp.

1119 Keystone Way N. #201

Carmel, IN 46032

(463) 345-8950

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Jeffrey J. Fessler, Esq. Nazia J. Khan, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112-0015 Telephone: (212) 653-8700 Richard I. Anslow, Esq. Jonathan Deblinger, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212) 370-1300

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-271622

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Syra Health Corp. (the “Company”) is filing this Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) pursuant to Rule 462(b) of the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-271622) initially filed by the Company with the SEC on May 4, 2023, as amended and declared by the SEC effective on September 28, 2023, including the exhibits thereto (the “Prior Registration Statement”), are incorporated herein by reference.

The Company is filing this Registration Statement for the purpose of registering additional securities of the Company. The additional securities that are being registered for sale pursuant to this Registration Statement are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

Exhibit Number	Description
5.1	Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1	Consent of M&K CPAS, PLLC, independent registered public accounting firm
23.2	Consent of Sheppard, Mullin, Richter & Hampton, LLP (included in Exhibit 5.1)
107	Filing fee table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Carmel, State of Indiana, on the 28th day of September 2023.

SYRA HEALTH CORP.
By:	/s/ Deepika Vuppalanchi
	Deepika Vuppalanchi
	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Deepika Vuppalanchi	Chief Executive Officer and Director	September 28, 2023
Deepika Vuppalanchi	(Principal Executive Officer)
/s/ Sandeep Allam	President and Chairman	September 28, 2023
Sandeep Allam
/s/ Priya Prasad	Chief Financial Officer and Chief Operating Officer	September 28, 2023
Priya Prasad	(Principal Financial and Accounting Officer)

EX-5.1

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

September 28, 2023

VIA ELECTRONIC MAIL

Syra Health Corp.

1119 Keystone Way N. #201

Carmel, IN 46032

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel to Syra Health Corp. (the “Company”) in connection with its registration statement on Form S-1 (the “Registration, Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed public offering of (i) 132,250 units (the “Units”) of the Company, with each Unit consisting of (A) one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and (B) one warrant (the “Warrant”) to purchase one share of Class A Common Stock, including Units issuable upon exercise of an over-allotment option granted by the Company to the underwriters named in the Agreement (as defined herein) and (ii) a unit purchase option (the “Unit Purchase Option”) granted to Kingswood, a division of Kingswood Capital Partners, LLC, the representative of the underwriters (the “Representative”), or its designees, to purchase such number of units (the “Representative’s Units”) equal to 9% of the number of Units sold in this offering upon the closing of the public offering pursuant to which the Registration Statement relate, with each Representative’s Unit consisting of (A) one share of Class A Common Stock and (B) one warrant (the “Representative’s Warrant”) to purchase one share of Class A Common Stock. The Units will be sold by the Company pursuant to an underwriting agreement to be entered into by and between the Company and the Representative of the several underwriters to be named therein (the “Agreement”). The Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-271622) (the “Prior Registration Statement”), initially filed by the Company with the Commission on May 4, 2023 and declared effective by the Commission on September 28, 2023. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.

In connection with this opinion, we have reviewed and relied upon the following:

● the Registration Statement, the Prior Registration Statement and the related prospectus included therein;

● the form of Agreement;

● the form of the Representative’s Unit Purchase Option (“Unit Purchase Option Agreement”);

● the form of Warrant Agent Agreement by and between the Company and Pacific Stock Transfer, including the form of Common Stock Purchase Warrant included therein;

● the Amended and Restated Certificate of Incorporation of the Company, as amended and in effect on the date hereof;

● the Bylaws of the Company in effect on the date hereof;

● the resolutions of the Board of Directors of the Company authorizing/ratifying the execution and delivery of the Agreement, the issuance and sale of the Units, the issuance of the Representative’s Units, the preparation and filing of the Registration Statement, and other actions with regard thereto; and

● such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

1.	Following (i) execution and delivery by the Company of the Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Units pursuant to the terms of the Agreement, and (iv) receipt by the Company of the consideration for the Units specified in the resolutions, (A) the Units when issued and sold as contemplated in the Registration Statement will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (B) the shares of Class A Common Stock underlying the Units will be validly issued, fully paid and non-assessable.
2.	The Warrants have been duly authorized by all requisite corporate action on the part of the Company under the General Corporation Law of the State of Delaware (the “DGCL”) and the laws of the State of New York and, provided that the Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, the Warrants, when issued and sold as contemplated in the Registration Statement will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).
3.	The shares of Class A Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and the laws of the State of New York and, when the Warrant Shares are delivered to and paid for in accordance with the terms of the Warrants and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Warrant Shares will be validly issued, fully paid and non-assessable.
4.	The Unit Purchase Option has been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).
5.	Following (i) execution and delivery by the Company of the Agreement and the Unit Purchase Option Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Representative’s Units pursuant to the terms of the Unit Purchase Option Agreement, and (iv) receipt by the Company of the consideration for the Representative’s Units specified in the resolutions, (A) the Representative’s Units will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (B) the shares of Class A Common Stock underlying the Representative’s Units will be validly issued, fully paid and non-assessable.

6.

The Representative’s Warrants have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and the laws of the State of New York and, provided that the Representative’s Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, the Representative’s Warrants, when issued and sold as contemplated in the Registration Statement will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

7.

The shares of Class A Common Stock issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares” and together with the Units, the shares of Class A Common Stock, the Warrants, Warrant Shares, the Representative’s Units and the Representative’s Warrants, the “Securities”) have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and the laws of the State of New York and, when the Representative’s Warrant Shares are delivered to and paid for in accordance with the terms of the Representative’s Warrants and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Representative’s Warrant Shares will be validly issued, fully paid and non-assessable.

We also hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus which forms part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

We express no opinion as to matters governed by any laws other than the DGCL and the laws of the State of New York. No opinion is expressed herein with respect to the qualification of the Securities under the securities or blue sky laws of any state or any foreign jurisdiction.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities, or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Securities or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.

Very truly yours,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation of our report by reference in this Registration Statement on Form S-1 of our report dated May 3, 2023 (except for Note 3 for which the date is June 12, 2023 and Note 12 for which the date is September 5, 2023), of SYRA HEALTH CORP. relating to the audits of the financial statements for the periods ended December 31, 2022 and 2021 and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

September 28, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

SYRA HEALTH CORP.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule		Amount Registered (1)(2)		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price(3)			Fee Rate		Amount of Registration Fee
Fees to be Paid	Equity	Units, each Unit consisting of (i) one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and (ii) a warrant exercisable for one share of Class A Common Stock		Rule 457(o)		—		—	$	545,532	(4)		0.00011020	$	60
Fees to be Paid	Equity	Shares of Class A Common Stock, included in the Units		—		—		—		—			—		—
Fees to be Paid	Equity	Warrants to purchase shares of Class A Common Stock included in the Units(4)		—		—		—		—			—		—
Fees to be Paid	Equity	Shares of Class A Common Stock issuable upon exercise of the Warrants included in the Units		Rule 457(o)		—		—	$	859,625			0.00011020	$	95
Fees to Be Paid	Equity	Units (the “Representative’s Units”) underlying Unit Purchase Option, each Representative’s Unit consisting of (i) one share of Class A Common Stock and (ii) a warrant (the “Representative’s Warrant”) exercisable for one share of Class A Common Stock		Rule 457(o)		—		—	$	61,375			0.00011020	$	7
Fees to Be Paid	Equity	Shares of Class A Common Stock, included in the Representative’s Units		—		—		—		—			—		—
Fees to be Paid	Equity	Representative’s Warrants to purchase shares of Class A Common Stock included in the Representative’s Units(5)		—		—		—		—			—		—
Fees to be Paid	Equity	Shares of Class A Common Stock issuable upon exercise of the Representative’s Warrants (6)		Rule 457(o)		—		—	$	—			0.00011020	$	—
Total Offering Amounts									$	1,621,271				$	171
Total Fees Previously Paid															—
Total Fee Offsets															111	(6)
Net Fee Due														$	60

(1) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-271622), as amended (the “Prior Registration Statement”).

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Class A common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction, and the shares of Class A common stock set forth in this table shall be adjusted to include such shares, as applicable.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

(4) Includes up to an additional 15% of Units to cover over-allotments, if any.

(5) No separate fee is required pursuant to Rule 457(g) under the Securities Act.

(6) In the Prior Registration Statement, the Registrant inadvertently registered a maximum aggregate offering price of $2,018,250 for shares of Class A Common Stock issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”) for an SEC fee of $223 when the Registrant should have registered a maximum aggregate offering price of $1,009,125 for the Representative’s Warrant Shares for an SEC registration fee of $112. As such, the Registrant overpaid $111 for the registration of the Representative’s Warrant Shares. As a result of the increase in the offering size, the Registrant is registering a maximum aggregate offering price of $1,086,495 for the Representative’s Warrant Shares which includes (i) the Representative’s Warrants registered in the Prior Registration Statement and (ii) an additional $77,370 for the Representative’s Warrant Shares (the “Additional Representative’s Warrant Shares”) pursuant to this Registration Statement. As such, the additional fee to be paid for the Additional Representative’s Warrant Shares being registered hereby is $9.00; however, the Registrant is claiming an aggregate of $111 in fee offsets from the Prior Registration Statement of the Representative’s Warrant Shares.