As
filed with the Securities and Exchange Commission on October 6, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SYRA
HEALTH CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
85-4027995 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1119
Keystone Way N. #201
Carmel,
IN 46032
(Address
of Principal Executive Offices) (Zip Code)
Syra
Health Corp.
2022
Omnibus Equity Incentive Plan
(Full
title of the plan)
Deepika
Vuppalanchi
Chief Executive Officer
Syra Health Corp.
1119 Keystone Way N. #201
Carmel,
IN 46032
(Name
and address of agent for service)
(463)
345-8950
(Telephone
number, including area code, of agent for service)
With
a copy to:
Jeffrey
J. Fessler, Esq.
Nazia J. Khan, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10012
Telephone:
(212) 653-8700
Facsimile:
(212) 653-8701
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION.
Syra
Health Corp. (the “Company”) will provide each recipient (the “Recipients”) of a grant under the Syra Health
Corp. 2022 Omnibus Equity Incentive Plan (the “Plan”) with documents that contain information related to the Plan, and other
information including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be
and is not being filed as a part of this Registration Statement on Form S-8 (the “Registration Statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing information and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus
will be given to each Recipient who receives Class A common stock covered by this Registration Statement, in accordance with Rule 428(b)(1) under
the Securities Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We
will provide to each Recipient a written statement advising of the availability of documents incorporated by reference in Item 3 of Part II
of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and of documents
required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral request by
contacting:
Deepika
Vuppalanchi
Chief Executive Officer
Syra Health Corp.
1119 Keystone Way N. #201
Carmel,
IN 46032
PART
II
INFORMATION
NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act
and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| ● | The
Company’s prospectus, dated September 28, 2023, filed with the SEC pursuant to Rule
424(b) under the Securities Act, relating to the Company’s Registration Statement on
Form S-1, as amended (File No. 333-271622), which contains audited financial statements for
the Company’s latest fiscal year, for which such statements have been filed. |
| ● | The
description of the Company’s Class A common stock contained in its Registration Statement
on Form 8-A (File No. 001-41822) filed with the SEC on September 28, 2023, under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including any amendments or reports filed for the purpose of updating such description. |
| ● | The
Company’s Current Report on Form 8-K filed with the SEC on October 4, 2023 (except
for any portions of such Current Report on Form 8-K furnished pursuant to Item 2.02 and/or
Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC). |
| ● | All
other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item
7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent
to the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered hereby have been
sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing
such reports and documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not constitute
a part of this Registration Statement, except as so modified or superseded. |
ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section
102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal
benefit. Our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), provides that
no director of our Company shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty
as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.
Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or
a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in
related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party
to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Our
Certificate of Incorporation provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. In addition,
our Amended and Restated Bylaws (“Bylaws”) provide that we shall indemnify each person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us)
by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to
serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom,
if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests,
and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Notwithstanding the preceding sentence, except as otherwise provided in our Bylaws, we shall be required to indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized in the specific case by our Board. Furthermore, we shall
indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason
of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve,
at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding
the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us
against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith, and we must advance
expenses to an Indemnitee under certain circumstances.
We
have entered into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement
provides, among other things, for indemnification to the fullest extent permitted by law and our Certificate of Incorporation and Bylaws.
In addition, the indemnification agreements provide for the advancement or payment of expenses to the Indemnitee and for the reimbursement
to us if it is found that such Indemnitee is not entitled to such indemnification.
In
addition, we maintain obtain customary directors’ and officers’ liability insurance.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
See
the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein
by reference.
ITEM
9. UNDERTAKINGS.
A.
The undersigned Registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13
or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
2.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Carmel, State of Indiana, on the 6th day of October 2023.
| |
SYRA
HEALTH CORP. |
| |
|
| |
By: |
/s/
Deepika Vuppalanchi |
| |
|
Deepika
Vuppalanchi |
| |
|
Chief
Executive Officer and Director |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Deepika Vuppalanchi,
with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file each of
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Deepika
Vuppalanchi |
|
Chief Executive Officer
and Director |
|
October
6, 2023 |
| Deepika Vuppalanchi |
|
(Principal Executive
Officer) |
|
|
| |
|
|
|
|
| /s/
Sandeep Allam |
|
President and Chairman |
|
October
6, 2023 |
| Sandeep Allam |
|
|
|
|
| |
|
|
|
|
| /s/ Priya
Prasad |
|
Chief Financial Officer
and Chief Operating Officer |
|
October
6, 2023 |
| Priya
Prasad |
|
(Principal Financial
and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Sherron Rogers |
|
Director |
|
October
6, 2023 |
| Sherron
Rogers |
|
|
|
|
| |
|
|
|
|
| /s/
Andrew M. Dahlem |
|
Director |
|
October
6, 2023 |
| Andrew
M. Dahlem |
|
|
|
|
| |
|
|
|
|
| /s/
Vijayapal R. Reddy |
|
Director |
|
October
6, 2023 |
| Vijayapal
R. Reddy |
|
|
|
|
| |
|
|
|
|
| /s/
Ketan Paranjape |
|
Director |
|
October
6, 2023 |
| Ketan
Paranjape |
|
|
|
|
| |
|
|
|
|
| /s/
Avutu Reddy |
|
Director |
|
October
6, 2023 |
| Avutu
Reddy |
|
|
|
|
EXHIBIT
INDEX
