Healthcare Triangle, Inc.

    HCTI ·NASDAQ ·Services-Computer Integrated Systems Design ·Inc. in DE
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    Item 1. Business

     

    We are a healthcare information technology company focused on advancing innovative industry-transforming solutions in the sectors of cloud services, data science, and professional and managed services for the Electronic Health Record (EHR), Healthcare and Life Sciences industry.

     

    Our approach leverages our proprietary technology platforms, extensive industry knowledge, and healthcare domain expertise to provide solutions and services that reinforce healthcare progress. Through our platform, solutions, and services, we support healthcare delivery organizations, healthcare insurance companies, pharmaceutical and Life Sciences, biotech companies, and medical device manufacturers in their efforts to improve data management, develop analytical insights into their operations, and deliver measurable clinical, financial, and operational improvements.

     

    We offer a comprehensive suite of software, solutions, platforms and services that enables some of the world’s leading healthcare and pharma organizations to deliver personalized healthcare, precision medicine, advances in drug discovery, development and efficacy, collaborative research and development, respond to real world evidence, and accelerate their digital transformation. We combine our expertise in the healthcare technology domain, cloud technologies, DevOps and automation, data engineering, advanced analytics, AI/ML, Internet of things (“IoT”), security, compliance, and governance to deliver platforms and solutions that drive improved results in the complex workflows of Life Sciences, biotech, healthcare providers, and payers. Our differentiated solutions, enabled by intellectual property platforms provide advanced analytics, data science applications, and data aggregation in a secure, compliant and cost-effective manner to our customers. Our approach reinforces healthcare progress through advanced technology, extensive industry knowledge, and domain expertise.

     

    Our deep expertise in healthcare allows us to reinforce our clients’ progress by accelerating their innovation. Our healthcare IT services include EHR and software implementation, optimization, extension to community partners, as well as application managed services, and backup and disaster recovery capabilities on public cloud. Our 24x7 managed services are used by hospitals and health systems, payers, Life Sciences, and biotech organizations in their effort to improve health outcomes and deliver deeper, more meaningful patient and consumer experiences. Through our services, our customers achieve return on investment in their technology by delivering measurable improvements. Combined with our software and solutions, our services provide clients with an end-to-end partnership for their technology innovation.

     

    We believe our principal competitive factors in our market include our technology capabilities, domain expertise, and on-demand customer support for companies to realize the benefits of modern cloud, data, and security architectures. There are several unique factors mentioned below that make HTI an attractive service provider for healthcare and Life Sciences companies:

     

    Technology Platforms: our proprietary software platforms, CloudEz and DataEz, are leveraged by our healthcare and Life Sciences customers for cloud transformation, automation, data management, security and data governance, and clinical and non-clinical operations management. Our readabl.ai platform uses state-of-the-art public cloud artificial intelligence and machine learning to recognize and extract healthcare information from documents, faxes, and narrative reports.

     

    Ziloy is an AI-powered mental wellness platform that delivers personalized mental health support through proprietary AI and GenAI-driven workflows. It provides guided self-care tools, insights, and tailored wellness programs to help individuals and organizations improve emotional well-being and build mental resilience.

     

    Ezovion is a cloud-based hospital management platform that helps hospitals and clinics digitize their operations. It integrates patient records, appointments, billing, labs, pharmacy, EMR, teleconsultation, and analytics into a single system to improve operational efficiency and patient care. Built as a cloud-based SaaS platform, Ezovion enables connected healthcare with secure data exchange and intelligent insights for healthcare providers.

     

    Technology Enabled Services: our ability to deliver world-class services in the areas of cloud technologies, data, AI/ML, security, compliance, governance and extend these capabilities with clinical and operational consultants that work across the healthcare industry to improve patient and consumer outcomes.

     

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    Expertise in Compliance: our compliance and validation experts enable us to implement Health Insurance Portability and Accountability Act (HIPAA) requirements in GxP regulated establishments; GxP encompasses a broad range of compliance-related activities such as Good Laboratory Practices (GLP), Good Clinical Practices (GCP), and Good Manufacturing Practices (GMP). HTI’s technology platforms CloudEz and DataEz are HITRUST self-certified. HTI also supports BAA (Business Associate Agreement) coverage for healthcare clients along with cloud providers and PCI-DSS standards.

     

    Engagement and Flexibility: HTI’s ability to achieve customer operational objectives through our design and commercialization of innovative solutions with an outcome-based approach and prompt feedback.

     

    Team Members: our world-class team of certified cloud architects and our unique expertise in large global pharmaceutical and biotech organizations and other participants of the healthcare industry.

     

    Personal Approach to Customers: our strong relationship management and deep understanding of customer requirements enable us to continuously drive innovation. Our delivery methodology and automation-based approach give us the ability to respond to our customers’ needs and requirements rapidly.

     

    Partnership with Industry Leaders: our established relationships with healthcare and Life Sciences teams of the public cloud providers, including Amazon Web Services (“AWS”), Google Cloud, Microsoft Azure Cloud, and EHR vendors such as MEDITECH and Epic Systems while engaging with our customers for overall success.

     

    Our organizational capabilities and unique advantages also include solving data insights and data interoperability challenges for the HCLS industry with our domain knowledge and technology solutions. To accelerate healthcare providers’ adoption of cloud and next-generation technologies, we leverage our Life Sciences and medical device industry experience in cloud, data, IoT, AI/ML, security & compliance.

     

    The majority of our revenue is generated by our full-time employees who provide Software Services and Managed Services and Support to our clients. Our Software Services include strategic advisory, implementation and development services, whereas Managed Services and Support include post implementation support and cloud hosting. Readabl.AI and Ezovion Healthcare Information Management Software are sold as our SaaS offerings on a subscription basis, which we expect will provide us with recurring revenues. We do not yet have enough information about our competition or customer acceptance of the proposed SaaS offerings to determine whether or not recurring subscription revenue will have a material impact on our revenue growth.

     

    Background

     

    We are led by a diverse, global, and talented team of data scientists, thought leaders, software developers, and subject matter experts who seek to understand our customers’ challenges and are dedicated to tackling these challenges. As of December 31, 2025, we had a total of 43 full-time employees, 15 part-time employees, and 26 sub-contractors. Many of the senior management team and the members of our board of directors hold advanced degrees and some are leading experts in software development, regulatory science, and market access.

     

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    The Company is a born-on-the-cloud Premier Partner of AWS and an audited next generation MSP. We are a leading partner of Google Cloud and a Gold Cloud Partner of Microsoft Azure Cloud. HTI is currently one of the top tier Healthcare and Life Sciences competency partners of AWS among more than 130,000 partners in their global community of partners. The Company is also recognized as one of the top eight partners of Google Cloud Healthcare Interoperability Readiness Program. The Company has also established partnerships with Medical Information Technology, Inc. MEDITECH, Epic Systems, Splunk Inc., Snowflake Inc., Looker Inc. (acquired by Google), and other technology companies. The Company has several Fortune 500 clients in the Life Sciences industry and partners with many hospitals in their cloud transformation journey. We conduct our business directly with hospitals and other healthcare providers. Our Healthcare IT services include systems selection, EHR implementation, post-implementation support to manage EHRs, legacy support, optimization, training, and creation of efficient EHR systems, and improvement of clinical outcomes for hospitals.

     

    Market

     

    Our target markets are healthcare delivery organizations (e.g, hospitals, clinics, physician practices, and other healthcare providers) and Life Sciences organizations (e.g., pharmaceutical and biotech companies). These target markets are large and rapidly expanding, and the opportunity before us is substantial as data increasingly becomes more critical to successful clinical quality improvement and outcomes, financial performance, drug discoveries, and the ever important need to ensure a positive patient and consumer experience.

     

    The US healthcare cloud transformation services market is expected to grow to $35.8 billion by 2034 with 11.5% CAGR during the period 2026 to 2034 as per IMARC Group (1). SkyQuest business report estimates that the global market for healthcare data science and analytics will be $266.03 billion by 2034 with a CAGR of 25.6% (2). The US healthcare IT services market is estimated to be $388.99 billion by 2030 with a CAGR 15.46% as per Grand View Research (3). The artificial intelligence in the healthcare market valued $ 317.1 billion in 2032 with a CAGR of 37.1% as per Global Market Insights (4).

     

    Based on the market trends in cloud transformation, healthcare data science and analytics, healthcare IT services, and medical document management, we believe our CloudEz, DataEz, Readabl.AI, Ziloy.AI and Ezovion platforms are well positioned to capture significant market opportunities. As customers increasingly adopt digital technologies, AI powered analytics, digital health solutions, Hospital Information Management Systems (HIMS), and digital mental wellness platforms, the acceleration toward digital health provides opportunities for Healthcare technology companies like HTI to transform the Healthcare and Life Sciences industry, creating substantial opportunities for innovative, scalable digital and cost-effective health solutions.

     

    We believe the industry challenges and market dynamics described below are transforming the way data and analytics are used by healthcare organizations and provide us with a significant opportunity.

     

    (1)https://www.imarcgroup.com/united-states-healthcare-cloud-computing-market
    (2)https://www.skyquestt.com/report/healthcare-analytics-market

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-08-13 (period ending 2026-06-30).

     

    The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto, and the consolidated financial statements and the related notes thereto all included elsewhere in this Quarterly Report on Form 10-Q. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, and in the sections entitled “Note About Forward-Looking Statements” and “Risk Factors” contained in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

     

    Overview

     

    Healthcare Triangle, Inc. (the “Company”) is a leading healthcare information technology company focused on advancing innovative, industry-transforming solutions in the areas of cloud services, data science, professional and managed services for the Healthcare and Life Sciences industry.

     

    The Company was formed on October 29, 2019, as a Nevada corporation and converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare and Life Sciences (“HCLS”) industry. The business commenced on January 1, 2020, after SecureKloud Technologies Inc. transferred its Life Sciences business to us. As of June 30, 2026, we had a total of 40 full time employees and 27 sub-contractors, including 32 certified cloud engineers, 22 Epic Certified EHR experts, 9 MEDITECH Certified EHR experts and 4 Admin sub-contractors. Many of the senior management team and the members of our board of directors hold advanced degrees and some are leading experts in the field of technology, investment banking and public markets.

     

    During the period ended June 30, 2026, the Company effected a 1-for-60 reverse split of its issued and outstanding common stock on February 10, 2026. The reverse split reduced the number of issued and outstanding shares of common stock in proportion to the split ratio, without changing the total authorized shares or the par value per share.

     

    Our approach leverages our proprietary technology platforms, extensive industry knowledge, and healthcare domain expertise to provide solutions and services that reinforce healthcare progress. Through our platform, solutions, and services, we support healthcare delivery organizations, healthcare insurance companies, pharmaceutical, and Life Sciences, biotech companies, and medical device manufacturers in their efforts to improve data management, develop analytical insights into their operations, and deliver measurable clinical, financial, and operational improvements.

     

    We offer a comprehensive suite of software, solutions, platforms, and services that enables some of the world’s leading healthcare and pharma organizations to deliver personalized healthcare, precision medicine, advances in drug discovery, development and efficacy, collaborative research and development, respond to real-world evidence, and accelerate their digital transformation. We combine our expertise in the healthcare technology domain, cloud technologies, DevOps and automation, data engineering, advanced analytics, security, compliance, and governance to deliver platforms and solutions that drive improved results in the complex workflows of Life Sciences, biotech, healthcare providers, and payers. Our differentiated solutions, enabled by our intellectual property and delivered as a service, provide advanced analytics, data science applications, and data aggregation in these highly regulated environments in a more compliant, secure, and cost-effective manner to our customers.

     

    Our deep expertise in healthcare technology allows us to reinforce our clients’ progress by accelerating their innovation. Our healthcare IT services include Electronic Health Records (EHR) and software implementation, optimization, extension to community partners, as well as application managed services, and backup and disaster recovery capabilities on public cloud. Our 24x7 managed services are used by hospitals and health systems, payers, Life Sciences, and biotech organizations in their effort to improve health outcomes and deliver deeper, more meaningful patient and consumer experiences. Through our services, our customers achieve a return on investment in their technology by delivering measurable improvements. Combined with our software and solutions, our services provide clients with an end-to-end partnership for their technology innovation.

     

    Our Business Model

     

    The majority of our revenue is generated by the AI powered Customer Engagement segment following the Company’s acquisition of Teyame 360 S.L. (“Teyame”) and Datono Mediacion S.L. (“Datono”) effective January 1, 2026, followed by the revenue earned through our full time employees who provide Software Services and Managed Services and Support to our clients in the Healthcare and Life Sciences industry. Our Software Services include strategic advisory, implementation and development services, and Managed Services and Support include post implementation support and cloud hosting.

     

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    Key Factors of Success

     

    We believe that our future growth, market adoption, success, and the long-term value creation associated Teyame following the acquisition by Healthcare Triangle, Inc. (HCTI) will depend on several strategic, operational and technological factors. These factors represent significant opportunities that management must successfully address in order to realize the expected benefits of the acquisition and accelerate the combined company’s growth trajectory.

     

    Investment in scaling the business

     

    We need to continuously invest in sales, and marketing to promote our solutions to new and existing customers in various geographies, and other operational and administrative functions in systems, controls and governance to support our expected growth and our transition to a public company. We anticipate that our employee strength will increase over time because of such investments.

     

    On June 16, 2025 (the “Closing date”), Healthcare Triangle, Inc. through its wholly owned subsidiary Quantum Nexus Inc. (the “Company”) and Niyama Healthcare, Inc., a Delaware corporation, a provider of Mental Health and Hospital Information Systems technology, across India, Southeast Asia, and Europe (the “Seller”) entered into an Asset and Stock Transfer Agreement (the “Agreement”). Pursuant to the Agreement, the Company agreed to purchase from the Seller the Transferred Assets (comprising of contracts, intellectual property and related assets), and (ii) the Seller’s 100% shareholder equity interest in Ezovion Solutions Private Limited, Chennai, India - Hospital Information Systems SaaS Provider as Seller’s Equity (the “Transferred Equity”), as a whole and as a going concern in exchange for the Purchase Price (as defined below).

     

    The total fair value of consideration transferred on the Acquisition Date was approximately $6,095, consisting of the following:

     

    Cash paid at closing and within 120 days after closing: $1,494
    Fair value of equity consideration (1,388,041 pre-reverse-split restricted common shares issued): $4,601
    Fair value of contingent consideration (earn-out): $0

     

    The deferred cash payment was discounted to present value using a market-based discount rate. The earn-out has been provisionally valued at nil based on initial probability-weighted revenue forecasts. This amount is subject to revision within the measurement period ending June 16, 2026, as management finalizes its assessment of the earn-out targets and market-based inputs.

     

    On January 22, 2026, Healthcare Triangle, Inc. entered into a share purchase agreement to acquire Teyame 360 S.L. (“Teyame”) and Datono Mediacion S.L. (“Datono”) through its wholly owned subsidiary Teyame AI Holdings Inc. The aggregate purchase price for the Acquired Companies is up to $50,000, subject to the terms and conditions set forth in the Share Purchase Agreement. The consideration consists of a cash component and equity component, with an additional earnout component payable in the Company’s preferred stock upon achievement of specified post-closing performance targets.

     

    The cash consideration includes: (i) $3,000 paid during 2025 pursuant to an advance agreement dated December 3, 2025, (ii) $6,000 paid during January, 2026, (iii) $3,200 paid during April, 2026, and (iv) $2,800 payable on the earlier of the conditions being met as outlined in the Share Purchase Agreement, or six months from the date of the Share Purchase Agreement (but in no event prior to April 29, 2026).

     

    The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

     

    Successful Integration of Teyame into the Healthcare Triangle

     

    A critical factor to the success of the acquisition will be Healthcare Triangle’s ability to effectively integrate Teyame’s operations, technology platforms, people, and the go-to-market strategy into HCTI’s broader healthcare operations. The integration process includes aligning product development roadmap, simplifying operational processes, consolidating administrative functions, and creating a combined portfolio of customer impacting solutions.

     

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    Healthcare Triangle expects the acquisition to enhance its capabilities in artificial intelligence-driven healthcare technologies, automation, data analytics, and intelligent workflow management. Successful integration will depend on maintaining operational continuity, retaining key personnel and customers, and minimizing disruptions during the transition period.

     

    In addition, the integration of Teyame’s AI-driven capabilities with HCTI’s cloud infrastructure, data platforms, and healthcare technology services is expected to create cross-functional synergies that may improve scalability, customer engagement, and long-term recurring revenue opportunities.

     

    Cross-selling and customer expansion opportunities

     

    The acquisition enables Healthcare Triangle to cross-sell Teyame’s solutions into its existing customer base while simultaneously introducing HCTI’s broader portfolio of cloud, cybersecurity, managed services and data engineering to Teyame’s customers.

     

    These combined customer relationships may increase enterprise engagements and enhance our data, analytics and automation offerings. Healthcare organizations increasingly prefer integrated technology partners capable of delivering end-to-end digital transformation solutions, and the acquisition may strengthen HCTI’s ability to provide such comprehensive offerings.

     

    Future growth will depend on the Company’s ability to execute coordinated sales and marketing initiatives, demonstrate measurable value to customers, and maintain high customer retention and satisfaction levels.

     

    Adoption of Artificial Intelligence (AI) and enhancement of our Healthcare Technology capabilities

     

    The acquisition of Teyame is expected to accelerate the pace of innovation and strengthen HCTI’s strategic position within the rapidly growing healthcare artificial intelligence market. Through the acquisition, HCTI intends to expand its scalable AI-driven capabilities and enhance its portfolio of solutions focused on clinical workflow optimization, patient engagement, operational efficiency, predictive analytics, and intelligent automation.

     

    As healthcare organizations increasingly adopt AI-enabled technologies to improve clinical outcomes, care delivery, streamline operations, and enhance decision-making, HCTI believes the combined technology solutions will support the expansion of differentiated service offerings across hospitals, health systems, and life sciences organizations. The acquisition is also expected to enhance HCTI’s ability to integrate advanced analytics, automation, and data-driven intelligence into its broader healthcare technology ecosystem.

     

    The Company’s future success will depend on its ability to continuously enhance product functionality, maintain technological relevance in a rapidly evolving healthcare environment, and deliver measurable clinical, operational, and financial outcomes for customers. HCTI believes these capabilities will be important drivers of customer adoption, long-term retention, recurring revenue growth, and overall market expansion.

     

    Adoption of our solutions by new and existing customers

     

    We believe that our ability to increase our customer base will enable us to drive growth. Most of our customers initially deploy our solutions within a division or geography and may only initially deploy a limited set of our available solutions. Our future growth is dependent upon our existing customers’ continued success and renewals of our solutions agreements, deployment of our solutions to additional divisions or geographies, and the purchase of subscriptions to additional solutions. Our growth is also dependent on the adoption of our solutions by new customers. Our customers are large organizations who typically have long procurement cycles which may lead to declines in the pace of our new customer additions.

     

    Subscription services adoption

     

    The key factor to our success in generating substantial recurring subscription revenues in future will be our ability to successfully market and persuade new customers to adopt our Software as a Service (“SaaS”) offerings. We are in the early stages of marketing our SaaS offerings such as DataEz, CloudEz and Readabl.AI, and do not yet have enough information about our competition or customer acceptance to determine whether or not recurring subscription revenue from these offerings will have a material impact on our revenue growth.

     

    Mix of solutions and software services revenues

     

    Another factor to our success is the ability to sell our solutions to the existing software services customers. During the initial period of deployment by a customer, we generally provide a greater number of services including advisory, implementation and training. At the same time, many of our customers have historically purchased our solutions after the deployment. Hence, the proportion of total revenues for a customer associated with software services is relatively high during the initial deployment period. While our software services help our customers achieve measurable improvements and make them stickier, they have lower gross margins than solution-based revenue. Over time, we expect the revenues to shift towards recurring and subscription-based revenues.

     

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    Components of Results of Operations

     

    Revenues

     

    During the quarter ended June 30, 2026 and 2025, the Company generated revenues of approximately $9.19 million compared to revenue of $3.56 million respectively which represents an increase of $5.63 million or 158% compared to the previous year comparative quarter.

     

    We provide our services and manage our business under these operating segments:

     

    Software Services
    Managed Services and Support
    Customer Engagement Services
    Corporate and Others

     

    Software Services

     

    The Company earns revenue primarily through the sale of software services that is generated from providing strategic advisory, implementation, and development services. The Company enters into Statement of Work (SOW) which provides for service obligations that need to be fulfilled as agreed with the customer. The majority of our software services arrangements are billed on a time and materials basis, and revenues are recognized over time based on time incurred and contractually agreed upon rates. Certain software services revenues are billed on a fixed fee basis and revenues are typically recognized over time as the services are delivered based on time incurred and customer acceptance. We recognize revenue when we have the right to invoice the customer using the allowable practical expedient under ASC 606-10-55-18 since the right to invoice the customer corresponds with the performance obligations completed.

     

    Managed Services and Support

     

    Managed Services and Support include post implementation support and cloud hosting. Managed Services and Support are a distinct performance obligation. Revenue for Managed Services and Support is recognized ratably over the life of the contract.

     

    Customer Engagement Services

     

    The Customer Engagement Services segment, acquired through business combination (see note 6), provides customer search, marketing, telemarketing and customer-support services to financial institutions, insurance companies and intermediaries, and other customers. These services include the promotion and distribution of banking, credit and insurance products; outbound and inbound telemarketing; lead generation and customer-search campaigns; appointment setting; customer service and satisfaction surveys; and technology-enabled digital marketing and customer-interaction services supporting customers’ digital search and customer-care strategies.

     

    The Company recognizes revenue from Customer Engagement Services in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as the Company satisfies its performance obligations by transferring the promised services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

     

    Under these arrangements, the Company generally performs the customer-engagement services using its own personnel, processes, systems and operational infrastructure and is primarily responsible for fulfilling the promised services in accordance with contractual requirements and applicable quality standards. The Company has determined that it controls the specified services before they are transferred to the customer and, accordingly, acts as the principal in these arrangements and recognizes revenue on a gross basis.

     

    Consideration under Customer Engagement Services arrangements is generally based on either a fee for each completed and validated outcome or an agreed hourly rate for services provided.

     

    For success-based arrangements, revenue is recognized at a point in time when the applicable contractual outcome has been completed and validated by the customer in accordance with contractual terms. To the extent such consideration is variable, revenue is recognized only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur.

     

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    For hourly service arrangements, revenue is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of the Company’s performance. Revenue is measured based on the contracted hourly rate and the actual hours of service provided during the applicable reporting period.

     

    Revenue is presented net of estimated cancellations, penalties and other adjustments to the extent such amounts represent adjustments to the transaction price under the applicable customer contracts.

     

    Corporate and Others

     

    This segment includes Platform Services revenue, alongside unallocated corporate head office costs. A typical Platform Services contract would provide for some or all of the following types of services being provided to the customer: Data Analytics, Backup and Recovery, through our Platform with contract terms unique to each customer. The Company delivers Platform Services through its proprietary platform. Where third-party technology or infrastructure is included in the arrangement, the Company evaluates whether it is acting as principal or agent based on whether it controls the service before transfer to the customer.

     

    The revenue from Platform services is a distinct performance obligation and recognized based on SSP. During the periods presented the Company generated revenue from Platform services on a fixed-price solutions delivery model. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized in full in the period in which the loss becomes probable and estimable.

     

    Our contractual terms and conditions for revenue mandate that our services are documented and subject to inspection, testing at the time of delivery to customer. In addition, the Company needs to integrate seamlessly into the customers’ systems. Also, the customer has a right to cancel all, or part of the services rendered if it is not in accordance with statement of work and within the stipulated time.

     

    Cost of Revenue

     

    Cost of revenue consists primarily of employee-related costs associated with the rendering of our services, including salaries, benefits and stock-based compensation expense, the cost of subcontractors, travel costs, cloud hosting charges and allocated overhead the cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to the direct labor costs and costs of subcontractors. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities. 

     

    While we may grow our headcount overtime to capitalize on our market opportunities, we believe our increased investment in automation, electronic health record integration capabilities, and economies of scale in our operating model, will position us to grow our platform solutions revenue at a greater rate than our cost of revenue.

     

    Gross Margin

     

    The gross margin generated by the Company has increased to 22% in the quarter ended June 30, 2026, as compared to 14% in the quarter ended June 30, 2025, respectively.

     

    The Customer Engagement Services segment generated $1.64 million in segment gross profit at a gross margin of approximately 26%, above the Company’s historical margin profile and consistent with the segment’s performance in the first quarter. The continued strength of this segment was the single largest driver of the Company’s overall gross margin expansion, to 22% in the quarter ended June 30, 2026, from 14% in the quarter ended June 30, 2025.

     

    Going forward, we expect the gross margin to continue to increase, as new contracts are being negotiated at higher margins and as a result, we expect future profit margins to increase materially over the next few quarters.

     

    Operating Expenses

     

    Research and Development

     

    Research and development expense (majorly our investment in innovation) consists primarily of employee-related expenses, including salaries, benefits, incentives, employment taxes, severance, and equity compensation costs for our software developers, engineers, analysts, project managers, and other employees engaged in the development and enhancement of our cloud-based platform applications. Research and development expenses also include certain third-party consulting fees. Our research and development expense excludes any depreciation and amortization.

     

    We expect to continue our focus on developing new product offerings and enhancing our existing product offerings. As a result, we expect our future research and development expense to increase in absolute dollars, although it may vary from period to period as a percentage of revenue.

     

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    Sales and Marketing

     

    Sales and marketing expense consists primarily of employee-related expenses, including salaries, benefits, commissions, travel, discretionary incentive compensation, employment taxes, severance, and equity compensation costs for our employees engaged in sales, sales support, business development, and marketing. Sales and marketing expense also includes operating expenses for marketing programs, research, trade shows, and brand messages, and public relations costs.

     

    We expect our future sales and marketing expenses to continue to increase in absolute dollar terms as we strategically invest to expand our business, although it may vary from period to period as a percentage of total revenues.

     

    General and Administrative

     

    Our general and administrative expenses consist primarily of employee-related expenses including salaries, benefits, discretionary incentive compensation, employment taxes, severance, and stock-based compensation expenses, for employees who are responsible for management information systems, administration, human resources, finance, legal, and executive management. The general and administrative expenses also include occupancy expenses (including rent, utilities, and facilities maintenance), professional fees, consulting fees, insurance, travel, contingent consideration, transaction costs, integration costs, and other expenses. Our general and administrative expenses exclude depreciation and amortization.

     

    In the nearest future, we expect our general and administrative expenses to continue to increase to support business growth. Over the long term, we expect general and administrative expenses to decrease as a percentage of revenue.

     

    Depreciation and Amortization Expenses

     

    Our depreciation and amortization expense consists primarily of depreciation of fixed assets, amortization of customer relationship and capitalized software development costs, and amortization of intangible assets. We expect our depreciation and amortization expense to increase as we continue to invest and expand our business organically and through acquisitions. 

     

    Other Income (Expense), Net

     

    Other income (expense), net consists of finance cost and gains or losses on foreign currency.

     

    Deferred Revenues

     

    Advanced billings to clients in excess of revenue earned are recorded as deferred revenue until the revenue recognition criteria are met. 

     

    Results of Operations

     

    The following tables set forth selected unaudited condensed consolidated statements of operations and comprehensive loss data and such data as a percentage of total revenues for each of the periods indicated:

     

      Quarter ended
    June 30,
     
      2026     % Sales     2025     % Sales  
    Revenue $ 9,193       100 %   $ 3,558       100 %
    Less:                              
    Cost of revenue (exclusive of depreciation /amortization)   7,126       78 %     3,064       86 %
    Sales and marketing   720       8 %     616       17 %
    General and administrative   4,821       52 %     1,182       33 %
    Research and development   51       1 %     55       2 %
    Bad debts expense   17       0 %     -       0 %
    Depreciation and amortization   529       6 %     -       0 %
    Other income   (438 )     (5 )%     (13 )     (0 )%
    Changes in fair value   652       7 %     -       0 %
    Interest expense   89       1 %     21       1 %
    Forex loss   17       0 %     -       0 %
    Net loss $ (4,391 )     (48 )%   $ (1,367 )     (38 )%

     

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    Revenue from operations

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Revenue $ 9,193     $ 3,558 $ 5,635       158 %

     

    Revenue increased by $5.6 million, or 158% to $9.2 million for the quarter ended June 30, 2026, as compared to $3.6 million for the quarter ended June 30, 2025. Revenue from Customer Engagement Services, and Corporate and Others increased in the current quarter, while revenue from Software Services and Managed Services and Support decreased.

     

    Our top 5 customers accounted for 55% of the revenue in quarter ended June 30, 2026, and 58% during quarter ended June 30, 2025, respectively.

     

    The following table has the breakdown of our revenues for the quarter ended June 30, 2026, and 2025 for each of our top 5 customers.

     

    Top Five Customers Revenue for quarter ended June 30, 2026 and 2025.

     

    (In thousands, except percentages)

     

      Quarter ended
    June 30, 2026
      Quarter ended
    June 30, 2025
     
    Customer Amount     % of Revenue   Amount     % of Revenue  
    Customer 1 $ 2,378 *     26 % $ 707       20 %
    Customer 2   836 *     9 %   668       19 %
    Customer 3   676 *     7 %   337       9 %
    Customer 4   667 *     7 %   245       7 %
    Customer 5 $ 588       6 % $ 112       3 %

     

    (*) acquired as part of business combination during the period ended June 30, 2026.

     

    The following table provides details of Customer 1 revenue by operating segments:

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Software services $ -     $ 702 $ (702 )     (100 )%
    Customer engagement services   2,378       -   2,378       100 %
    Managed services and support   -       5   (5 )     (100 )%
    Total Revenue $ 2,378     $ 707 $ 1,671       236 %

     

    Total revenue from Customer 1 increased by $1.67 million, or 236% to $2.38 million for the quarter ended June 30, 2026, as compared to $0.71 million for the quarter ended June 30, 2025. Software Services revenue decreased by $0.70 million or 100% to nil for the quarter ended June 30, 2026, as compared to $0.70 million for the quarter ended June 30, 2025. Customer engagement services revenue increased by $2.38 million, or 100% to $2.38 million for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025. Managed Services and Support revenue decreased by $0.005 million, or 100% to nil for the quarter ended June 30, 2026, as compared to $0.005 million for the quarter ended June 30, 2025.

     

    Cost of Revenue (exclusive of depreciation/amortization)

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Cost of revenue (exclusive of depreciation/amortization) $ 7,126     $ 3,064 $ 4,062       133 %

     

    Cost of revenue, excluding depreciation and amortization, increased by $4.1 million, or 133%, to $7.1 million for the quarter ended June 30, 2026, as compared to $3.1 million for the quarter ended June 30, 2025.

     

    35

     

     

    Research and Development

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Research and development $ 51     $ 55 $ (4 )     (7 )%

     

    Research and Development expenses decreased by 7% to $0.05 million for the quarter ended June 30, 2026, as compared to $0.05 million for the quarter ended June 30, 2025.

      

    Sales and Marketing

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Sales and marketing $ 720     $ 616 $ 104       17 %

     

    Sales and Marketing expenses increased by $0.1 million, or 17% to $0.7 million for the quarter ended June 30, 2026, as compared to $0.6 million for the quarter ended June 30, 2025.

     

    Sales and Marketing expenses for the quarters ended June 30, 2026, and 2025, were $720 and $616, of which advertisement expenses were $495 and $236 respectively.

     

    General and Administrative

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    General and administrative $ 4,821     $ 1,182 $ 3,639       308 %

     

    General and Administrative expenses increased by $3.6 million, or 308% to $4.8 million for the quarter ended June 30, 2026, as compared to $1.2 million for the quarter ended June 30, 2025.

     

    Depreciation and Amortization

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Depreciation and amortization $ 529     $ - $ 529       100 %

     

    Depreciation and Amortization expenses increased by $0.5 million, or 100% to $0.5 million for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025.

     

    Interest Expense

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Interest expense $ 89     $ 21 $ 68       324 %

     

    Interest expenses increased by $0.07 million, or 324% to $0.09 million for the quarter ended June 30, 2026, as compared to $0.02 million for the quarter ended June 30, 2025.

     

    36

     

     

    Other income

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Other income $ 438     $ 13 $ 425       3,269 %

     

    Other income increased by $0.43 million, or 3,269% to $0.44 million for the quarter ended June 30, 2026, as compared to $0.01 million for the quarter ended June 30, 2025.

     

    Changes in fair value

     

      Quarter ended          
      June 30,          
      (In thousands) Changes  
      2026     2025 Amount     %  
    Changes in fair value $ 652     $ - $ 652       100 %

     

    Changes in fair value increased by $0.7 million, or 100% to $0.7 million for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025.

     

    Forex loss

     

      Quarter ended          
      June 30,          
      (In thousands) Changes  
      2026     2025 Amount     %  
    Forex loss $ 17     $ - $ 17       100 %

     

    Forex loss increased by $0.01 million, or 100% to $0.01 million for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025.

     

    Revenue, Cost of Revenue and Operating Profit by Operating Segment

     

    We manage and report our business under four operating segments which are Software Services, Managed Services and Support, Customer Engagement Services, and Corporate and Others.

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Software services $ 1,546     $ 2,145 $ (599 )     (28 )%
    Managed services and support   1,266       1,343   (77 )     (6 )%
    Customer engagement services(*)   6,309       -   6,309       100 %
    Corporate and others   72       70   2       3 %
    Revenue $ 9,193     $ 3,558 $ 5,635       158 %

     

    Revenue from Software services decreased by $0.6 million, or 28% to $1.55 million for the quarter ended June 30, 2026, as compared to $2.14 million for the quarter ended June 30, 2025. Revenue from Managed services and support decreased by $0.07 million, or 6% to $1.27 million for the quarter ended June 30, 2026, as compared to $1.34 million for the quarter ended June 30, 2025. Revenue from Customer engagement services increased by 100% to $6.31 million for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025. Revenue from Corporate and others increased by 3% to $0.07 million for the quarter ended June 30, 2026, as compared to $0.07 million for the quarter ended June 30, 2025.

     

    Factors affecting revenues of Software Services, and Managed Services and Support

     

    Our strategy is to achieve meaningful long-term revenue growth through sales of Managed Services and Support to existing and new clients within our target market. In order to increase our cross-selling opportunity between our operating segments and realize long time revenue growth, our focus has shifted more towards Managed Services and Support which is of recurring nature when compared to Software Services segment which is of non-recurring nature. This also helps in retaining existing customers by leveraging our Managed Services and Support and Platform Services as a growth agent. This renewed focus on driving demand for subscription and platform-based model will help us in expanding our customer base and enhance customer retention which is a challenge for our existing Software Services segment. Software Services contracts are driven by Time and Material and on-site employees delivering services at customers location.

     

    37

     

     

    Cost of Revenue

     

      Quarter ended
    June 30,
    Changes  
      2026     2025 Amount     %  
    Software services $ 1,254     $ 1,775 $ (521 )     (29 )%
    Managed services and support   991       1,055   (64 )     (6 )%
    Customer engagement services   4,666       -   4,666       100 %
    Corporate and others   215       234   (19 )     (8 )%
    Cost of revenue $ 7,126     $ 3,064 $ 4,062       133 %

     

    Cost of revenue from Software services decreased by $0.52 million, or 29% to $1.25 million for the quarter ended June 30, 2026, as compared to $1.78 million for the quarter ended June 30, 2025. Cost of revenue from Managed Services and Support decreased by $0.06 million, or 6% to $0.99 million for the quarter ended June 30, 2026, as compared to $1.06 million for the quarter ended June 30, 2025. Cost of revenue from Customer engagement services increased by $4.67 million, or 100% for the quarter ended June 30, 2026, as compared to nil for the quarter ended June 30, 2025. Cost of revenue from corporate and others decreased by $0.02 million, or 8% to $0.21 million for the quarter ended June 30, 2026, as compared to $0.23 million for the quarter ended June 30, 2025.

     

    Segment operating results by reportable segments were as follows:

     

    Operating results by Operating Segment

     

    Three months ended June 30, 2026
        Software Services     Managed Services     Customer Engagement Services*     Corporate and Others     Total  
    Revenue   $ 1,546     $ 1,266     $ 6,309     $ 72     $ 9,193  
    Less:                                        
    Cost of revenue     (1,254 )     (991 )     (4,666 )     (215 )     (7,126 )
    Segmental gross profit / (loss)     292       275       1,643       (143 )     2,067  
    Sales and marketing     (115 )     (87 )     (28 )     (490 )     (720 )
    General and administrative     (311 )     (99 )     (1,726 )     (2,685 )     (4,821 )
    Research and development     -       -       6       (57 )     (51 )
    Bad debts     (17 )     -       -       -       (17 )
    Segmental profit / (loss)     (151 )     89       (105 )     (3,375 )     (3,542 )
    Interest expenses     -       -       (79 )     (10 )     (89 )
    Depreciation and amortization     (167 )     (137 )     (217 )     (8 )     (529 )
    Other income     -       -       357       81       438  
    Forex loss     -       -       -       (17 )     (17 )
    Changes in Fair Value     -       -       -       (652 )     (652 )
    Loss before income taxes     (318 )     (48 )     (44 )     (3,981 )     (4,391 )
    Income tax     -       -       (24 )     -       (24 )
    Loss after income taxes   $ (318 )   $ (48 )   $ (68 )   $ (3,981 )   $ (4,415 )

     

    (*) Acquired as part of business combination during the period ended June 30, 2026.

     

    Quarter ended June 30, 2025
    Particulars   Software Services     Managed Services     Corporate and others     Total  
    Revenue   $ 2,145     $ 1,343     $ 70     $ 3,558  
    Less:                                
    Cost of revenue     (1,775 )     (1,055 )     (234 )     (3,064 )
    Segmental gross profit / (loss)     370       288       (164 )     494  
    Sales and marketing     (177 )     (111 )     (328 )     (616 )
    General and administrative     (104 )     (65 )     (1,013 )     (1,182 )
    Research and development     -       -       (55 )     (55 )
    Segmental profit / (loss)     89       112       (1,560 )     (1,359 )
    Interest expenses     -       -       (21 )     (21 )
    Depreciation and amortization     -       -       -       -  
    Other income     -       -       13       13  
    Profit / (loss) before income taxes     89       112       (1,568 )     (1,367 )
    Income tax     -       -       -       -  
    Profit / (loss) after income taxes   $ 89     $ 112     $ (1,568 )   $ (1,367 )

     

    38

     

     

    Due from related parties:

     

    On January 1, 2025, the Company entered into a Master Service Agreement with SecureKloud Technologies Inc. (“SKI”) and SecureKloud Technologies Limited (“SKL”). The initial term of the agreement is twenty-four months, which is extendable based on mutual consent. As per the Master Services Agreement, SKI and SKL provide technical resources according to the statement of work from the Company. Pricing is determined using a cost-plus model, with a markup of 18% on cost, to ensure that the transactions comply with the arm’s length principle in accordance with the applicable transfer pricing regulations.

     

    As of June 30, 2026, and December 31, 2025, the balances outstanding are $3,260, and $3,826 respectively. The balances are unsecured, non-interest bearing and are expected to be settled in the ordinary course of business, as outlined below:

     

    - $3,200 was advanced to SecureKloud Technologies Ltd. in connection with the design, develop and deliver an Integrated Health Advisory & Care Platform & Tools including certain artificial intelligence-enabled software tools and related intellectual property, intended to support the Company’s current and future product offerings at a cost not-to-exceed $3,200, and

     

    - $60 was advanced to Healthcare Triangle (Pvt.) Ltd. (a subsidiary of SecureKloud) for provision of certain services to the Company.

     

     

    C. Related party transactions:

     

    Following are the transactions with related parties during the periods presented:

     

    Related Parties Nature of transactions Quarter
    ended
    June 30,
    2026
    Quarter
    ended
    June 30,
    2025
    SecureKloud Technologies Limited, India Services received and paid $ - $ 563
      Amounts advanced   -   407
    Healthcare Triangle (Pvt.) Limited, India Services received and paid   542   -
      Amounts advanced   60   -
    SecureKloud Technologies, Inc. Services received and paid   -   49
      Amounts advanced   -   832
      Services rendered   -   -
      Amounts collected by related party on behalf of the Company   -   75
    Blockedge Technologies, Inc. Services rendered   -   30
      Services received and paid   60   -
      Amounts advanced   -   91
    Key management personnel Remuneration   337   276
    Board of Directors Compensation $ 55 $ 55

     

    Liquidity and Capital Resources

     

    Liquidity

     

    The current ratio measures a company’s ability to pay off its current liabilities (payable within one year) with its total current assets such as cash, accounts receivable, and inventories. The Company’s current ratio, as at June 30, 2026 is 0.6 compared to 1.03 as at December 31, 2025.

     

    The Company’s current debt equity ratio, as at June 30, 2026 financial statement is 0.27, compared to 1.08 as at December 31, 2025.

     

    The Company does not have inventory and hence the quick ratio is the same as the current ratio.

     

    Sources of Liquidity

     

      As of
    June 30,
    2026
    As of
    June 30,
    2025
    Cash and cash equivalents $ 1,906 $ 3,228

     

    39

     

     

    As of June 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $1.91 million. We have financed our operations primarily through financing activity and operating cash flows. We believe our existing cash and cash equivalents generated from operations and financing activities will be sufficient to meet our working capital over the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, the expansion of sales and marketing activities and the ongoing investments in platform development.

     

    Cash Flows

     

    The following table presents a summary of our consolidated cash flows provided by / (used in) operating, investing, and financing activities for the periods indicated:

     

      Six months ended
    June 30,
    2026
      Six months ended
    June 30,
    2025
     
    Cash flows used in operating activities $ (7,697 ) $ (8,192 )
    Cash flows used in investing activities   (9,244 )   (603 )
    Cash flows provided by financing activities   11,192     12,003  
    Cumulative translation adjustment   30      
    Net (decrease) / increase in cash and cash equivalents $ (5,719 ) $ 3,208  

     

    Operating Activities

     

    Net cash used in operating activities during the six months ended June 30, 2026, was $(7.70) million compared to $(8.19) million for the six months ended June 30, 2025.

     

    Investing Activities

     

    Net cash used in investing activities was $(9.20) million for the six months ended June 30, 2026, compared to $(0.6) million for the six months ended June 30, 2025.

     

    Financing Activities

     

    Cash inflow from financing activities was $11.19 million for the six months ended June 30, 2026, compared to a net inflow of $12 million for the six months ended June 30, 2025.

     

    Off-Balance Sheet Arrangements

     

    We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as defined by Item 303(a)(4) of SEC Regulation S-K, as of June 30, 2026.

     

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    • 2026-09-08 8-K Material Agreement Entered; Financial Statements and Exhibits
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    • 2026-07-10 S-1 REGISTRATION STATEMENT
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    • 2026-06-26 8-K Material Agreement Entered; Unregistered Equity Sale; Bylaws/Articles Amended; Financial Statements and Exhibits
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    • 2026-01-28 8-K Material Agreement Entered; Completion of Acquisition/Disposition; Unregistered Equity Sale; Regulation FD Disclosure; Financial Statements and Exhibits