10-K/A - HCTI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-K/A

(AmendmentNo. 1)

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended December 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the Transition Period from to

Commission

File Number: 001-40903

HEALTHCARE

TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-3559776

| (State or other jurisdiction of | (I.R.S. Employer |

| (Address of principal executive offices) | (Zip Code) |

(925)

270-4812

(Registrant’s telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker Symbol(s)	Name of each exchange on which registered

| Common Stock, $0.00001 par value | HCTI | The Nasdaq Stock Market LLC |

Securities

registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40,659,512 as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025), based upon the closing sale price for the registrant’s common stock on that day as reported by The Nasdaq Capital Market. For purposes of this computation only, all executive officers and directors have been deemed affiliates.

As of April 15, 2026, 1,967,588 shares of the registrant’s common stock, $0.00001 par value per share, were issued and outstanding.

EXPLANATORY

NOTE

Healthcare Triangle, Inc. (the “Company”) previously filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”) on April 15, 2026. This Amendment No. 1 to the Original Form 10-K (this “Amendment”) is being filed solely to correct a clerical error in the signature of SRCO Professional Corporation, an independent registered public accounting firm, on their audit report relating to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 contained in the Original Form 10-K (the “Original Audit Report”).The Amendment amends and restates the Original Audit Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment includes the complete text of Part II, Item 8 and also contains new certifications by the principal executive officer and the principal financial officer of the Company as required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV of the Original Form 10-K is hereby amended to include the currently dated certifications as exhibits.

Except as expressly noted in this Amendment, this Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update in any way any of the other disclosures contained in the Original Form 10-K including, without limitation, the financial statements, other than the amendment to the Original Audit Report. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Original Form 10-K.

PART II

Item8. Financial Statements and Supplementary Data

HEALTHCARE

TRIANGLE, INC.

Audited

Consolidated Financial Statements

December

31, 2025 and 2024

Report of Independent Registered Public Accounting Firm PCAOB ID 5828	F-2

| Report of Independent Registered Public Accounting Firm PCAOB ID 2738 | F-3 |

| Financial Statements | |

| Consolidated Balance Sheets as of December 31, 2025, and 2024 | F-4 |

| Consolidated Statements of Operations and Comprehensive Loss For The Years Ended December 31, 2025, and 2024 | F-5 |

| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For The Years Ended December 31, 2025, and 2024 | F-6 |

| Consolidated Statements of Cash Flows For The Years Ended December 31, 2025, and 2024 | F-7 |

| Notes to Consolidated Financial Statements | F-8 |

F-1

SRCO Professional Corporation<br><br><br>Chartered Professional Accountants<br><br><br>Licensed Public Accountants<br><br><br>Park Pla Corporate Centre<br><br><br>15 Wertheim Court, Suite 409<br><br><br>Richmond Hill, ON L4B 3H7, Canada<br><br><br><br><br><br>Tel: 905 882 9500 & 416 671 7292<br><br><br>Fax: 905 882 9580<br><br><br>Email: info@srco.ca<br><br><br>www.srco.ca

REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Healthcare Triangle, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Healthcare Triangle, Inc. and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ SRCO Professional Corporation
SRCO Professional Corporation

We have served as the Company’s auditor since 2025<br> <br>Richmond Hill, Ontario, Canada<br> <br>April 13, 2026	CHARTERED PROFESSIONAL ACCOUNTANTS<br> <br>Authorized to practice public accounting by the<br> <br>Chartered Professional Accountants of Ontario

F-2

REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Healthcare Triangle, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Healthcare Triangle, Inc. (the Company) as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations all of which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

Auditing management’s evaluation of agreements with customers involves significant judgement, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligation.

To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.

The procedures performed included evaluation of the methods and assumptions used by the Company, tests of the data used and an evaluation of the findings. We evaluated and tested the Company’s significant judgments that determine revenue recognized by the Company

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2024.

The Woodlands, TX

March 31, 2025

F-3

HEALTHCARE

TRIANGLE INC

Consolidated

Balance Sheets

	As of December 31,
	2025			2024
	(In ‘000)
Assets
Current assets
Cash and cash equivalents	$	7,625		$	20
Accounts receivable, net		2,070			1,110
Other current assets		3,456			322
Total current assets		13,151			1,452
Furniture and equipment, net		5			12
Goodwill		2,946			-
Other intangible assets, net		2,808			-
Advances		3,826			497
Total assets	$	22,736		$	1,961
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	744		$	2,539
Short-term borrowing		10,737			2,650
Other current liabilities		1,311			1,386
Contingent consideration		-			500
Total current liabilities		12,792			7,075
Stockholders’ equity (deficit)
Preferred stock, par value 0.00001; 10,000,000 authorized
Series A, Super Voting Preferred Stock - 20,000 and 6,000 shares (1,000 votes per share) issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		-			-
Series B Convertible preferred stock, 107 and nil issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		7,435			7,435
Common stock, par value 0.00001; 2,000,000,000 authorized, 142,426 and 380 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		11			-
Non-controlling interest		(37	)		-
Additional paid-in capital		45,534			21,022
Accumulated deficit		(42,999	)		(33,571	)
Total stockholders’ equity (deficit)		9,944			(5,114	)
Total liabilities and stockholders’ equity	$	22,736		$	1,961

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

F-4

HEALTHCARE

TRIANGLE INC

Consolidated Statements of Operations and ComprehensiveLoss

			Years Ended
			December 31,
	Note		2025			*2024^()^**
			(In ‘000)
Net revenue			$	13,891		$	11,696
Cost of revenue (exclusive of depreciation and amortization<br> shown separately below)				12,001			8,806
Gross margin	****	****	****	1,890	****	****	2,890	****
Operating expenses
Sales and marketing				3,084			2,203
General and administrative				7,337			3,950
Research and development				536			429
Bad debts expense				17			170
Depreciation and amortization		3.3, 3.4		705			889
Total operating expenses				11,679			7,641
Loss from operations				(9,789	)		(4,751	)
Other income				857			7
Changes in fair value		3.6		41			-
Forex loss				(18	)		-
Interest expense				(567	)		(1,213	)
Loss before income tax				(9,476	)		(5,957	)
Provision for income tax				-			(12	)
Net loss			$	(9,476	)	$	(5,969	)
Other comprehensive income/(loss)
Foreign currency translation gain				11			-
Deemed dividend				-			(7,435	)
Comprehensive loss			$	(9,465	)	$	(13,404	)
Comprehensive loss attributable to:
Stockholders		5	$	(9,428	)	$	(13,404	)
Non-controlling interest		5	$	(37	)	$	-
Net loss per common share - basic and diluted, attributable to:
Stockholders			$	(152.3	)	$	(16,909.3	)
Non-controlling interest			$	(0.6	)	$	-
Weighted average shares outstanding used in per common share computations:
Basic and diluted				61,873			353

*^()^**	Prior year figures have been reclassified for the purpose of<br>comparison

The

accompanying notes are an integral part of these consolidated financial statements.

F-5

HEALTHCARE

TRIANGLE INC

Consolidated

Statements of Changes in Stockholders’ Equity (Deficit)

(Amounts in ‘000)

	Preferred stock (Series A)				Preferred stock (Series B)				Common stock				Additional paid-in			Non-<br> <br>controlling			Accumulated			Total stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital			interest			deficit			equity (deficit)
Balance as of December 31, 2024		6,000	$	-		107	$	7,435		380	$	-	$	21,022		$	-		$	(33,571	)	$	(5,114	)
Net loss		-		-		-		-		-		-		-			(37	)		(9,439	)		(9,476	)
Effects of exchange translation reserve		-		-		-		-		-		-		-			-			11			11
Shares issued for services		14,000		-		-		-		9		-		88			-			-			88
Common stock issued for cash		-		-		-		-		470		-		95			-			-			95
Prefunded warrants issued for cash		-		-		-		-		1,953		-		395			-			-			395
Series B (cashless warrants)		-		-		-		-		71,037		11		14,699			-			-			14,710
Expenses relating to funding		-		-		-		-		-		-		(1,523	)		-			-			(1,523	)
Shares issued for acquisition (contingent consideration)		-		-		-		-		40		-		400			-			-			400
Stock-based compensation		-		-		-		-		-		-		451			-			-			451
Warrants inducement		-		-		-		-		23,826		-		2,937			-			-			2,937
Expenses relating to warrants inducement		-		-		-		-		-		-		(231	)		-			-			(231	)
Shares issued for acquisition		-		-		-		-		23,135		-		4,594			-			-			4,594
Conversion of debt to equity		-		-		-		-		21,576		-		2,607			-			-			2,607
Balance as of December 31, 2025		20,000	$	-		107	$	7,435		142,426	$	11	$	45,534		$	(37	)	$	(42,999	)	$	9,944
	Preferred stock (Series A)				Preferred stock (Series B)				Common stock				Additional<br><br> <br>paid-in			Accumulated			Total stockholders’equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Shares		Amount		Shares		Amount		capital			deficit			(deficit)
Balance as of December 31, 2023		6,000		-		-		-		288		-	$	26,211		$	(27,602	)	$	(1,391	)
Net loss		-		-		-		-		-		-		-			(5,969	)		(5,969	)
Shares issued for services		-		-		-		-		4		-		22			-			22
Shares issued for Cash		-		-		-		-		38		-		956			-			956
Conversion of Debt to Equity		-		-		-		-		50		-		1,181			-			1,181
Issuance of preferred stock in connection with acquisition of customer contracts from a common control entity		-		-		107		7,435		-		-		(7,435	)		-			-
Issue of Options (ISO/NSO)		-		-		-		-		-		-		87			-			87
Balance as of December 31, 2024		6,000		-		107	$	7,435		380		-	$	21,022		$	(33,571	)	$	(5,114	)

The

accompanying notes are an integral part of these consolidated financial statements.

F-6

HEALTHCARE

TRIANGLE INC

Consolidated

Statements of Cash Flows

	Years Ended
	December 31,
	2025			2024
	(In ‘000)
Cash flows from operating activities
Net loss	$	(9,476	)	$	(5,969	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		705			889
Bad debt expense		17			170
Amortization of debt discount		223			979
Conversion fees		-			56
Stock compensation expenses		451			87
Net unrealized exchange gain		(27	)		-
Expenses settled through equity		393			22
Interest expense		567			-
Other income		(685	)		(7	)
Changes in operating assets and liabilities:
Accounts receivable		(913	)		2,315
Other current assets		(3,126	)		502
Advances		(3,329	)		(193	)
Accounts payable and accrued expenses		(1,488	)		593
Other current liabilities		265			(525	)
Contingent consideration		(100	)		-
Net cash used in operating activities		(16,523	)		(1,081	)
Cash flows from investing activities
Purchase of furniture and equipment		(6	)		-
Acquisition of intangible assets		(1,498	)		-
Increase in other non-current assets		(247	)		-
Net cash used in investing activities		(1,751	)		-
Cash flows from financing activities
Proceeds from / (Repayment of) short term borrowing		9,414			(1,089	)
Proceeds from equity issuance		17,032			956
Interest paid		(567	)		-
Net cash provided by financing activities		25,879			(133	)
Net increase/(decrease) in cash and cash equivalents		7,605			(1,214	)
Cash and cash equivalents
Cash and cash equivalents at the beginning of the year		20			1,234
Cash and cash equivalents at the end of the year	$	7,625		$	20
Supplementary disclosure of cash flows information
Interest	$	-		$	121
Income tax		-			12
Conversion of debt to common stock		2,607			1,181
Settlement of contingent consideration		400			-
Common stock issued for acquisition		4,595			-
Series A, super voting preferred stock		-			-
Issuance of Series B preferred stock in connection with acquisition of customer contracts from a common control entity	$	-		$	7,435

The

accompanying notes are an integral part of these consolidated financial statements.

F-7

HEALTHCARE

TRIANGLE, INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(inthousands except share and per share data)

1)Organization and Description of Business

Healthcare Triangle Inc. (“HTI” or “the Company”) was incorporated under the laws of the State of Nevada on October 29, 2019, and then converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare and Life Sciences (‘HCLS”) industry. On January 1, 2020, the Company acquired the Life Sciences Business of SecureKloud Technologies Inc. and on May 8, 2020, the Company acquired Cornerstone Advisors Group LLC (Healthcare Business) from SecureKloud.

The Company reinforces healthcare progress through breakthrough technology and extensive industry know-how. HTI support healthcare providers and payors, hospitals and Pharma/Life Sciences organizations in their effort to improve health outcomes by enabling the adoption of new technologies, data enlightenment, business agility and accelerate responding to immediate business needs and competitive threats. The highly regulated HCLS industry turn to HTI for expertise in digital transformation on the cloud, security and compliance, develops, data lifecycle management, healthcare interoperability, clinical and business performance optimization.

HTI will concentrate on accelerating value to three healthcare sectors:

1.	Pharmaceutical companies,<br> which require improved efficiencies in the clinical trial process. HTI modernizes their IT infrastructure to advance the clinical<br> trial process to drug discovery and delivery.
2.	Hospitals and health systems,<br> which face interoperability challenges as mergers, acquisitions and partnerships drive increasing need for integrated healthcare<br> infrastructures. HTI’s health IT expertise optimizes providers’ enterprise digital structure needs connecting disparate<br> systems and applying analytics capabilities.
---	---
3.	Life sciences, payers and<br> all healthcare organizations must protect and secure personal health information (PHI), a regulatory compliance mandate that HTI<br> addresses and manages for its customers.
---	---

As an organization with the deep-rooted cloud expertise, HTI’s technology significantly relies on Big Data, Analytics, DevOps, Security/Compliance, Identity Access Management (IAM), Machine Learning (ML), Artificial Intelligence (AI), and Internet of Things (IoT).

Subsidiariesand Joint Operations

Devcool Inc. was incorporated under the laws of the State of California on September 25, 2016. Devcool Inc. solves complex technology problems and delivers innovation to healthcare industry. Devcool Inc. has successfully implemented projects for top Healthcare insurance companies and hospitals across the United States of America. On December 10, 2021, HTI entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Devcool, Go To Assistance Inc., a California corporation, and Mr. Sandeep Deokule, the then Chief Executive Officer of Devcool Inc. Pursuant to the Share Purchase Agreement, the Company acquired 5,000,000 shares of Devcool’s Class B Common Stock, par value $0.00001, which represented all the issued and outstanding capital stock of Devcool Inc.

F-8

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

On June 16, 2025, Healthcare Triangle, Inc. through its wholly owned subsidiary QuantumNexis Inc., incorporated in 2025 under the laws of the State of California and Niyama Healthcare, Inc., a Delaware corporation, a provider of Mental Health and Hospital Information Systems technology, across India, South East Asia, and Europe (the “Seller”) entered into an Asset Transfer Agreement (the “Agreement”). Pursuant to the Agreement, QuantumNexis Inc. 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 in note 3.3). The acquisition had closing date of June 16, 2025.

Basisof Consolidated Financial Statements

The accompanying consolidated financial statements include the accounts of HTI and its wholly owned subsidiaries Devcool Inc., and QuantumNexis Inc., which also owns 100% voting interest of Ezovion Solutions Private Limited and 80% voting interest of QuantumNexis SDN. BHD. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated upon consolidation.

LiquidityRisk

The Company incurred losses from operations of $9,789 and $4,751, negative operating cash flows of $16,523 and $1,081, and accumulated deficits of $42,999 and $33,571 for the years ended December 31, 2025 and 2024, respectively. Management evaluated these conditions and concluded that they have been sufficiently mitigated by the Company’s net assets of $9,944 (including cash and cash equivalents of $7,625) at December 31, 2025, and the gross proceeds of $9,825 raised through equity issuance subsequent to the year-end. Accordingly, management has concluded that the Company has sufficient resources to fund operations and meet its obligations as they become due for a period of at least twelve months from the date these consolidated financial statements are issued. Refer to Note 9 for further details.

EmergingGrowth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (i) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of our IPO), (ii) the last day of the first fiscal year in which we have total annual gross revenue of less than $1.235 billion, (iii) the last day of the first fiscal year in which we are deemed to be a “large accelerated filer”, as defined in the rules under the Exchange Act, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 herein as the “JOBS Act,” and any reference herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act.

We have elected to take advantage of certain of the reduced disclosure obligations in this Annual Report on Form 10-K and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information you might receive from other public reporting companies in which you hold equity interests. In particular, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act) for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, so long as we remain an emerging growth company, we will not be subject to the same implementation timing of new or revised accounting standards as other public companies that are not emerging growth companies until these standards apply to private companies unless we elect to early adopt as permitted by the relevant guidance for private companies.

F-9

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

2)Summary of Significant Accounting Policies

The accompanying consolidated statements of operations and comprehensive loss include expenses for certain functions performed by SecureKloud Limited, a related party. These expenses are based primarily on direct usage or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable. Actual results may differ from these expenses, assumptions and estimates.

AccountingPolicy on Common Control Transactions

The preparation of financial statements is in conformity with GAAP, and specifically with ASC 805. As such, any assets acquired from non-arm’s length parties are recorded at their original carrying amounts.

Ultimately ASC 805-50-30-5 provides, “When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. If the carrying amounts of the assets and liabilities transferred differ from the historical cost of the parent of the entities under common control, for example, because push down accounting had not been applied, then the financial statements of the receiving entity shall reflect the transferred assets and liabilities at the historical cost of the parent of the entities under common control.”

Useof Estimates

The preparation of financial statements is in conformity with GAAP which requires us to make estimates, judgments and assumptions that affect the financial statements and the notes thereto. These estimates are based on information available as of the date of the financial statements. On a regular basis, management evaluates these estimates and assumptions. Items subject to such estimates and assumptions include, but are not limited to:

●	the<br>fair value of assets acquired, and liabilities assumed, including contingent consideration for business combinations
●	expected credit loss relating to accounts receivable
---	---
●	the fair value of convertible debt
●	the useful lives of furniture, equipment and intangible assets
●	the future cashflows associated with goodwill and intangible assets held
●	share-based compensation, including warrants
●	the collectability of advances
●	estimation of future cashflows to fund the Company’s operations

F-10

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Segment Information

The management has chosen to organize the Company around differences in products and services and segregated the reporting segments as Software Services, Managed Services and Support, and Corporate & others.

Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assessing performance. The Company defines the term CODM to be the Chief Financial Officer and Chief Operating Officer of the Company. The CODM along with the management team reviews the financial information presented on a segment basis as well as consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, the Company has determined that it operates in three distinct reportable operating segments, and all required financial segments information can be found in the consolidated financial statements. Additionally, assets and liabilities for reportable segments are not disclosed as such information is not regularly reviewed by the Company’s CODM.

Expenses included in segment operating profit consist principally of direct selling, delivery costs and research and development expenses. Certain Sales and Marketing expenses, General and Administrative expenses, depreciation, and amortization are allocated to individual segments in the ratio of respective segment revenue.

RevenueRecognition

We recognize revenues as we transfer control of deliverables (services, solutions, and platform) to our clients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based on factors including historical payment experience, credit profile, and geographic and industry risk factors. For customers acquired through business combinations, collectability is assessed using the acquired entity’s collection history with those customers, supplemented by post-acquisition payment performance. A contract is recognized only where collectability of substantially all consideration is probable.

For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenue is earned and recognized in the following segments:

A. Software Services

The Company enters into contractual obligations with the customers to perform (i) Strategic advisory services which include assessment of the enterprise network, applications environment and advise on the design and tools; (ii) Implementation services which include deployment, upgrades, enhancements, migration, training, documentation and maintenance of various electronic health record systems and (iii) Development services which include customization of network and applications in the public cloud environment.

Revenue from Strategic advisory, Implementation and Development services are distinct performance obligation and is recognized on time-and-material or fixed-price project basis. Revenues related to time-and-material are recognized over the period the services are provided using labor hours. 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 immediately, where appropriate.

We may enter into contracts that consist of multiple performance obligations. Such contracts may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For contracts with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change.

Contract modifications, such as extensions of statement of work duration or changes in resources and rates, are evaluated under ASC 606 and accounted for prospectively as a separate contract or modification of the existing contract, based on whether the modification adds distinct performance obligations at standalone selling prices.

F-11

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

When the estimated costs to complete a performance obligation exceed the expected transaction price, the full amount of the anticipated loss is recognized immediately in the period in which the loss becomes probable and estimable.

Certain contracts include variable consideration such as rate adjustments, which is estimated using the most likely amount method and included in the transaction price only to the extent that a significant revenue reversal is not probable. Estimates are reassessed at each reporting date.

B. Managed Services and Support

The Company has standard contracts for its Managed Services and Support, however the statement of work contained in such contracts is unique for each customer. A typical Managed Services and Support contract would provide for some or all of the following types of services being provided to the customer: Cloud hosting, Continuous monitoring of applications, security and compliance and support.

Revenue from Managed services and support is a distinct performance obligation and recognized based on Standalone Selling Price (SSP), ratably on a straight-line basis over the period in which the services are rendered. Contract with customers includes subcontractor services or third-party cloud infrastructure services in certain integrated services arrangements. In these types of arrangements, revenue is recognized net of costs when the Company is acting as an agent between the customer and the vendor, and gross when the Company is the principal for the transaction. In doing so, the Company first evaluates whether it controls the platform or service before it is transferred to the customer. The Company considers whether it has the primary obligation to fulfil the contract, pricing discretion and other factors to determine whether it controls the platform or service and therefore is acting as principal or agent.

C. Corporate & 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.

ContractBalances

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deferred revenue (contract liabilities) on the Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, generally monthly, upon achievement of contractual milestones. Typically, billing occurs after revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international contracts, before revenue is recognized, resulting in contract liabilities. These advances or deposits are liquidated when revenue is recognized.

F-12

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Cashand Cash Equivalents

The Company considers all highly liquid investments (including money market funds) with original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

AccountsReceivable

The Company extends credit to clients based upon the management’s assessment of their credit worth on an unsecured basis. Trade accounts receivables are stated at the amount the Company expects to collect and do not bear interest. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts.

RecourseCredit Facility Arrangement

The Company and one of its subsidiaries use a recourse credit facility for obtaining advance funding against its accounts receivables. The maximum amount of advance available to the Company under the arrangement is $10,000 and the Company may be advanced upto 90% of the unpaid domestic outstanding accounts under the recourse agreement. The recourse obligation is recognized as a current liability at fair value, measured as the actual value of funds received, owing to the short nature of the advance, which is generally for a period of 90 days. The obligation is not offset against the accounts receivables. Interest expense charged on the amounts advanced to the Company is recognized as expense during the year. In case the amounts remain uncollectable after a period, the value of such receivables is adjusted from the future amounts advanced. No gain or loss is recognized as there is no transfer of receivables being a recourse arrangement.

Allowancefor Doubtful Accounts (current expected credit loss)

The Company provides an allowance for uncollectible accounts (current expected credit loss) based on historical experience and management evaluation of trend analysis. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer creditworthiness, past transaction history with the customer, current economic industry trends and changes in customer payment pattern. Additionally, if it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowance for doubtful accounts may be recorded to reduce the related receivable to the amount expected to be recovered.

Although we believe that our approach to significant estimates and judgments regarding our allowance for doubtful accounts is reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be material.

Furnitureand Equipment

Furniture and equipment are stated at cost. The Company provides for depreciation of furniture and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms or the useful lives of the improvements. The Company charges repairs and maintenance costs, that do not extend the lives of the assets, to expenses as incurred.

F-13

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

BusinessCombinations

As per ASC 805-50, a common-control transaction does not meet the definition of a business combination because there is no change in control over the net assets. The accounting for these transactions is addressed in the “Transactions Between Entities Under Common Control”. The net assets are derecognized by the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control. Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the transferring and receiving entities’ separate financial statements and eliminated in consolidation. The change in accounting principle is applied retroactively for all periods presented.

The Company accounts for business combinations using the acquisition method of accounting. The Company recognizes the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognizes any excess of the total consideration paid over the fair value of the identifiable net assets as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date and remeasured at each reporting period, with changes in estimated fair value recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Acquisition transaction costs are expensed when incurred. The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date.

Goodwill represented the excess of the acquisition cost over the fair market value of the net assets acquired. All goodwill was allocated to the Niyama and Ezovion acquisition, as identified in note 3.3. The Company considers various qualitative factors that could indicate impairment of goodwill such as macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized limited to the total amount of goodwill allocated to that reporting unit. A combination of the income approach and the market approach may be used to determine fair value of the reporting unit.

Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our consolidated financial statements from the date of effective control.

Valuationof Contingent Earn-out Consideration

Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations and comprehensive loss. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

F-14

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

ConvertibleDebt

The Company accounts for convertible debt instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, ASC 815, Derivatives and Hedging, ASC 825, Financial Instruments, and ASC 820, Fair Value Measurement. Upon issuance of a convertible debt instrument, the Company evaluates the instrument to determine whether it should be classified as a liability or equity and whether any embedded features require separate accounting. This assessment includes evaluating whether the instrument is mandatorily redeemable or otherwise subject to liability classification under ASC 480 and whether embedded conversion features meet the definition of a derivative under ASC 815.

Convertible instruments that provide for settlement in a variable number of shares based on future stock prices generally do not meet the fixed-for-fixed criterion required for equity classification under ASC 815. When a conversion feature meets the definition of a derivative and does not qualify for the equity scope exception, it would otherwise require bifurcation and separate accounting at fair value through earnings.

The Company has elected the fair value option under ASC 825 for its convertible debt instruments at initial recognition. Upon election of the fair value option:

●	The<br> entire hybrid instrument is measured at fair value,
●	Embedded<br> derivatives are not bifurcated, and
●	Subsequent<br>changes in fair value are recognized in earnings in the consolidated statements of operations and comprehensive loss. The fair value<br>option election is irrevocable and is made on an instrument-by-instrument basis at initial recognition. The Company has elected the fair<br>value option to eliminate the complexity of bifurcating embedded conversion features that would otherwise require separate derivative<br>accounting.

●

The entire hybrid instrument is measured at fair value,

●

Embedded derivatives are not bifurcated, and

●

Subsequent changes in fair value are recognized in earnings in the consolidated statements of operations and comprehensive loss. The fair value option election is irrevocable and is made on an instrument-by-instrument basis at initial recognition. The Company has elected the fair value option to eliminate the complexity of bifurcating embedded conversion features that would otherwise require separate derivative accounting.

Issuance costs associated with convertible debt instruments for which the fair value option has been elected are expensed as incurred and are not deferred or recorded as a reduction of the carrying amount of the liability.

Convertible debt measured at fair value is remeasured at each reporting date, with changes in fair value recognized in other income (expense). Upon conversion, the carrying amount of the liability (measured at fair value on the conversion date) is derecognized, and equity is recognized for the same amount. No gain or loss is recognized upon conversion when the instrument is measured at fair value.

The fair value of convertible debt instruments is determined in accordance with ASC 820. Fair value represents the price that would be paid to transfer the liability in an orderly transaction between market participants at the measurement date.

Where the convertible instrument includes path-dependent or market-based conversion features, the Company uses valuation techniques such as Monte Carlo simulation models that incorporate significant unobservable inputs, including stock price volatility, expected term, risk-free interest rates, conversion discount provisions, floor price features, and assumptions regarding holder conversion behavior.

Because the valuation of these instruments requires the use of significant unobservable inputs, such instruments are classified within Level 3 of the fair value hierarchy.

The Company evaluates whether changes in fair value attributable to instrument-specific credit risk should be presented in other comprehensive income. Given that these instruments contain path-dependent conversion features whose fair value is inseparable from the credit component, the instrument-specific credit risk portion is not separately determinable and the entire change in fair value is recognized in earnings.

FairValue Measurement

The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 —	Inputs are observable and<br> reflect quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement<br> date.
Level 2 —	Inputs other than quoted<br> prices included within Level 1 that are observable, either directly or indirectly.
---	---
Level 3 —	Inputs that are unobservable
---	---

F-15

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Money market funds and U.S. treasury securities are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

	December 31, 2025
	Fair Value Measured Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	7,625		—		—	$	7,625
Financial liabilities:
2025 Convertible Notes^(*)^ (refer note 3.6-B)	$	—	$	10,543	$	—	$	10,543
^(*)^	2025 Convertible Notes is part of Short-term borrowing.
---	---
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Fair Value Measured Using
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	20	$	—	$	—	$	20
Financial liabilities:
Accounts payable	$	—	$	2,539	$	—	$	2,539
Short-term borrowing		—		2,650		—		2,650
Contingent consideration	$	—	$	—	$	500	$	500

Earnings/(Loss)Per Share

Earnings/(Loss) per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common stocks outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether paid or not) and the dividends accumulated for the period on cumulative preferred stock (whether earned or not) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common stocks that would have been outstanding if the dilutive potential common stocks had been issued during the period to reflect the potential dilution that could occur from common stocks issuable through contingent shares issuance arrangement, stock options or warrants. Potentially dilutive securities consist of common stock issuable upon the conversion of convertible debenture using the if-converted method and common stock issuable upon the vesting of non-vested shares or exercise of stock options and warrants using the treasury stock method. The number of potentially dilutive securities are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder.

F-16

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Salesand Marketing Expenses

Sales and Marketing expenses for the years ended December 31, 2025, and 2024 were 3,084 and 2,203, of which advertisement expenses were $1,696 and $607 respectively.

Stock-BasedCompensation

The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles ASC-718, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on the grant date, fair value of the award, determined using the Black-Scholes option pricing model (refer to the stock compensation note 3.11 for the assumptions). For awards with graded vesting, the straight-line method is applied over the total requisite service period of the award. Compensation expense is recognized only for awards that ultimately vest. Non-employee awards are measured at grant date fair value using the same methodology applied to employee awards and are not subsequently remeasured, consistent with ASU 2018-07. Options forfeited are cancelled and added back to the available options pool. The Company accounts for forfeitures as they occur rather than estimating expected forfeitures at the grant date.

Pursuant to the approved “2020 Stock Incentive Plan” (the Plan), the Company reserved a maximum of 4,000,000 shares of the Company’s Common stock to be issued towards stock-based compensation.

Incometaxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management evaluates all available evidence about future taxable income and other possible sources of realization of deferred tax assets. A valuation allowance is established to reduce deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. To the extent the Company establishes a valuation allowance or increased the allowance in any given period, an expense is recognized within the provision for income taxes in the statement of income.

The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date.

Concentration

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, trade receivables, and due from affiliates. Due from affiliates amounts are unsecured and are receivable from related parties. The credit worthiness of such related parties are assessed via ongoing monitoring of their financial condition and cashflows. Any deterioration is taken into consideration in assessing the risk of non-collectability of such balances. For accounts receivable, while there is a large customer base, credit risk associated with trade receivables is present due to the concentration of sales and account receivable with a few major customers. The Company monitors the credit worthiness of its customers through various factors, including review of their financial statements and other associated information. For the years ended December 31, 2025, and 2024, sales to five major customers accounted for approximately 58% and 58% of total revenue respectively. For the years ended December 31, 2025, and 2024, accounts receivable from five major customers accounted for approximately 54% and 72% of the total accounts receivable.

F-17

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

TopFive Customers’ Revenue:

	For The Year Ended December 31,
	2025					2024
	Amount		% of<br><br> Revenue			Amount		% of<br><br> Revenue
Customer 1	$	2,718		20	%	$	1,945		17	%
Customer 2		2,568		18	%		1,911		16	%
Customer 3		1,347		10	%		1,233		11	%
Customer 4		852		6	%		877		7	%
Customer 5	$	548		4	%	$	847		7	%

TopFive Customers’ Accounts Receivable:

	As of December 31,
	2025					2024
	Amount		% of<br><br> Revenue			Amount		% of<br><br> Revenue
Customer 1	$	457		20	%	$	362		32	%
Customer 2		328		14	%		138		12	%
Customer 3		218		10	%		109		10	%
Customer 4		121		5	%		106		9	%
Customer 5	$	120		5	%	$	102		9	%

The Company maintains cash balances in various financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation up to $250,000 (valid through December 31, 2025) per institution.

As of December 31, 2025, and 2024, the Company had $6,503 and $0, respectively, of uninsured cash balances. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

3)Notes to the Consolidated Financial Statements

3.1)Accounts Receivable, net

	As of December 31,
	2025			2024
Accounts receivable, gross	$	2,272		$	1,295
Less: Allowance for doubtful accounts (current expected credit loss)		(202	)		(185	)
Accounts receivable, net	$	2,070	****	$	1,110	****

As of December 31, 2025, the Company remeasured its allowance for current expected credit loss to $202, showing a net increase of $17 from the balance as of December 31, 2024.

F-18

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Current Expected Credit Loss movement* as follows:

	As at December 31,
	2025		2024
Opening balance	$	185	$	222
Provision/(Reversal) for the year		17		(37	)
Closing balance	$	202	$	185	****

*	Amount collected during the years ended December 31, 2025, and 2024, was $117 and nil respectively.

3.2)Other current assets

	As of December 31,
	2025		2024
Prepaid expenses	$	267	$	262
Advance to Teyame^(1)^		3,000		-
Project work-in-progress		3		2	*
Others		186		58	*
Total	$	3,456	$	322

*	Prior year figures have been reclassified for the purpose of<br>comparison
^(1)^	On December 3, 2025, the Company entered into an Advance Agreement with Teyame<br>AI LLC in connection with the proposed acquisition of 100% of the equity interests of Teyame 360 S.L. and Datono Medicion S.L. Pursuant<br>to the agreement, the Company paid an advance of $3,000 in cash on December 8, 2025, which will be applied against the cash consideration<br>payable at closing under the definitive purchase agreement. In the event the transaction does not close due to a delay attributable to<br>the Company, the seller is entitled to retain $500, with the remaining $2,500 being refundable to the Company. See also note 9, Subsequent<br>Events.

Prior year figures have been reclassified for the purpose of comparison

^(1)^

On December 3, 2025, the Company entered into an Advance Agreement with Teyame AI LLC in connection with the proposed acquisition of 100% of the equity interests of Teyame 360 S.L. and Datono Medicion S.L. Pursuant to the agreement, the Company paid an advance of $3,000 in cash on December 8, 2025, which will be applied against the cash consideration payable at closing under the definitive purchase agreement. In the event the transaction does not close due to a delay attributable to the Company, the seller is entitled to retain $500, with the remaining $2,500 being refundable to the Company. See also note 9, Subsequent Events.

3.3)Goodwill and Other Intangibles, net

		As of December 31,
		2025		2024
Goodwill	(see ‘A’ below)	$	2,946	$	-
Other intangible assets, net	(see ‘B’ below)	$	2,808	$	-

NiyamaAcquisition

On June 16, 2025 (the “Acquisition Date”), Healthcare Triangle, Inc. (the “Company”) completed the acquisition of (i) the Niyama mental health SaaS platform (the “Platform”) and related assets and (ii) 100% of the equity interests of Ezovion Solutions Private Limited (“Ezovion”) (collectively, the “Acquisition”). The Company evaluated each component of the Acquisition under ASC 805-10-55. The Niyama platform asset transfer was assessed under the concentration and substantive process tests and determined to constitute a business, as the acquired set includes an organized workforce, active customer contracts, and substantive processes integral to platform delivery. Ezovion, as an actively operating revenue-generating entity, independently meets the definition of a business. Accordingly, the combined Acquisition has been accounted for as a single business combination under ASC 805.

Ezovion is a privately held India-based technology services company with active revenue-generating operations at the Acquisition Date. The Niyama platform is a fully developed mental health SaaS solution designed to complement the Company’s existing healthcare technology offerings.

F-19

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The results of operations of Ezovion have been included in the Company’s consolidated financial statements beginning June 16, 2025. The revenue and net loss contribution since the date of acquisition until December 31, 2025, is less than 0.5% of the consolidated revenue and net loss of the Company.

ConsiderationTransferred

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<br>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.

PurchasePrice Allocation

The Company allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date. The valuation was performed with the assistance of an independent third-party valuation specialist, using Multi Period Excess Earnings Method, and Royalty Relief Method. The weighted average cost of capital was estimated at 17.26%. The allocation of the purchase price is as follows:

As of the Acquisition Date (June 16, 2025)
Tangible assets acquired:
Cash and cash equivalents		$	0
Accounts receivable, net			54
Other current assets			8
Total tangible assets	(a)	$	62
Liabilities assumed:
Accounts payable		$	10
Other current liabilities			11
Notes payable			131
Total liabilities assumed	(b)	$	152
Net liabilities assumed	(c = a – b)	$	(90	)
Identifiable intangible assets
Trade name / trademark		$	81
Developed technology (IP)			3,158
Total identifiable intangible assets	(d)	$	3,239
Goodwill	(e)	$	2,946
Total net assets acquired	(c + d + e)	$	6,095

The purchase price allocation reflects management’s estimates of fair value as of the Acquisition Date.

IdentifiableIntangible Assets

The identifiable intangible assets primarily consist of developed technology related to the Niyama platform and trade name assets. The developed technology represents a fully developed SaaS solution capable of commercial deployment.

These intangible assets are amortized on a straight-line basis over their estimated useful lives of 3 years. Amortization expense related to the acquired intangible assets was recognized beginning on the Acquisition Date.

F-20

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

ContingentConsideration

The Acquisition includes a cash-settled earn-out with a contractual maximum payment of $1,200, contingent upon the achievement of future revenue and EBITDA targets.

The contingent consideration liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

At the Acquisition date and at year-end, the present fair value of the contingent consideration was estimated to be $0 using a probability-weighted option pricing methodology, discounted for the time value of money. As such, no contingent consideration has been recognized in these financial statements as of December 31, 2025.

Acquisition-RelatedCosts

Acquisition-related transaction costs were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

A. Goodwill

Goodwill represents the excess of consideration transferred over the fair value of identifiable net assets acquired and is primarily attributable to:

●	Expected<br> synergies from integrating the acquired Platform with Ezovion’s operational capabilities<br> and the Company’s broader service offerings;
●	The<br> assembled workforce; and
●	Anticipated<br> future growth opportunities.

Goodwill is tested for impairment at least annually, or more frequently if indicators of impairment arise. No impairment indicator existed as at the balance sheet date and accordingly no impairment expense was recognized for the year ended December 31, 2025. As the Company is in accumulated losses, there is no tax impact on these financial statements.

B.Other Intangible Assets**, net**

			December 31, 2025								December 31, 2024

| Intellectual property | | 3 | $ | 3,402 | $ | 660 | $ | 660 | $ | 2,742 | $ | 5,144 | $ | 5,144 | $ | - |

| Customer relationship | | | | - | | - | | - | | - | | 8,677 | | 8,677 | | - |

| Product development | | | | - | | - | | - | | - | | 477 | | 477 | | - |

| Software | | 3 | | 35 | | 17 | | 35 | | - | | - | | - | | - |

| Trademark | | 3 | | 81 | | 15 | | 15 | | 66 | | - | | - | | - |

| Intangible assets, total | | | $ | 3,518 | $ | 692 | $ | 710 | $ | 2,808 | $ | - | $ | - | $ | - |

The total cost of intangibles purchased during the year amounted to $247, whereas acquired as part of the Niyama acquisition amounted to $3,271. Amortization expense during the year ended December 31, 2025, was $692, and $857 for December 31, 2024. There was no impairment expense recognized for the year ended December 31, 2025.

F-21

HEALTHCARE TRIANGLE,

INC.

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS

(in thousandsexcept share and per share data)

3.4)Furniture and Equipment

Furniture and equipment consisted of the following:

	Useful life	As of December 31,

| | (Years) | 2025 | | | 2024^(1)^ | | |

| Furniture and equipment, at cost | 3 | $ | 67 | | $ | 69 | |

| Less: Accumulated depreciation | | | (62 | ) | | (57 | ) |

| Furniture and equipment, net | | $ | 5 | | $ | 12 | |

^(1)^	Prior year figures have been reclassified for the purpose of comparison.

During the year ended December 31, 2025, the Company purchased furniture and equipment amounting to $6, whereas furniture and equipment costing $13, having a nil book-value were retired. In addition, equipment with a nil book value (cost of $5 and accumulated depreciation of $5) was acquired as part of the business acquisition described in note 3.3 above. Depreciation expenses for the year ended December 31, 2025, and 2024, were $13 and $32 respectively.

3.5)Advances

	As<br> of December 31,
	2025		2024
Advance to contractor - for AI tools and software development	$	3,200	$	-
Advance to contractor - for services		626		497
Total Advances	$	3,826	$	497

Advances represent the amounts transferred to related party contractors of the Company during the year, for provision of certain services to the Company. These advances are expected to be settled in the ordinary course of business.

These amounts were advanced in connection with the Company’s engagement of its related parties, SecureKloud Technologies Limited (“SKL”) and Blockedge Technologies Inc. (“Blockedge”), who were engaged to 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. The definitive development agreement was executed subsequent to December 31, 2025. As discussed in Note 9, Subsequent Events, the Company, after obtaining Board approval, has formalized this arrangement through a written agreement effective March 31, 2026, pursuant to which the advances are to be applied against future project billings.

Pursuant to this arrangement, $3,200 out of the total advance payment of $3,826 during the year ended December 31, 2025, is towards development of an Integrated Health Advisory & Care Platform & Tools including certain artificial intelligence-enabled software tools and related intellectual property for the Company, whereas the balance of $626 is the advance payment for provision of certain project delivery, support and ongoing administrative services, expected to be offset against future billings in the normal course of business.

The advance outstanding as of December 31, 2024, amounting to $497 pertaining to SecureKloud Technologies Inc., a related party, was novated during the year ended December 31, 2025, to SKL. Refer to “B” below, for further details.

F-22

HEALTHCARE TRIANGLE, INC.

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS

(in thousandsexcept share and per share data)

A.Identification of related parties

The following entities and individuals are considered related parties, along with the nature of the relationship:

Name of the related party	Nature of relationship

| SecureKloud Technologies Limited (“SKL”) | Common control and ownership by the Company’s Series A preferred stockholder, and a resources and service provider to the Company |

| SecureKloud Technologies Inc. (“SKI”) | Wholly owned subsidiary of SecureKloud Technologies Limited and a resources and service provider to the Company |

| Blockedge Technologies Inc. (“Blockedge”) | Wholly owned subsidiary of SecureKloud Technologies Limited, and a resources and service provider to the Company |

| Suresh Venkatachari^(1)^ | Founder, and the Company’s Series A preferred stockholder, and President & CEO of SecureKloud Technologies Limited with ~42% voting rights of SecureKloud Technologies Limited |

| Dave Rosa | Chairman, and Independent Board Director (also the Chairman of Compensation Committee and a member of the Audit Committee) |

| Jainal Bhuiyan | Independent Board Director (also a member of the Audit Committee and Chairman of the Nominating and Corporate Governance Committee) |

| Ron McClurg | Independent Board Director (also the Chairman of the Audit Committee, and member of the Compensation Committee and Nominating and Corporate Governance Committee) |

| Shibu Kizhakevilayal^(2)^ | Executive Board Director and Ex-Head of M&A |

| Sujatha Ramesh^(3)^ | Executive Board Director and Chief Operating Officer (key management personnel and chief operating decision maker) |

| David Ayanoglou^(4)^ | Chief Financial Officer (key management personnel and chief operating decision maker) |

| Thyagarajan Ramachandran^(4)^ | Chief Financial Officer (key management personnel and chief operating decision maker) |

| Lakshmanan Kannappan^(5)^ | Chief Information and Security Officer |

^(1)^	Refer note 3.10 for details.
^(2)^	Shibu Kizhakevilayal is a former Board Executive Director,<br>who ceased to be a Director effective April 10, 2025.
^(3)^	Sujatha Ramesh was appointed as Chief Operating Officer of<br>the Company effective March 18, 2025, and as the Board Executive Director effective April 10, 2025.
^(4)^	David Ayanoglou was appointed as Chief Financial Officer of<br>the Company effective April 9, 2025, in place of Thyagarajan Ramachandran, who was the previous Chief Financial Officer until April 8,<br>2025.
^(5)^	Lakshmanan Kannappan was Principal Executive Officer during<br>the year ended December 31, 2024, and was appointed as Chief Information and Security Officer from January 1, 2025, until his resignation<br>effective December 31, 2025.

F-23

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

B. Transactions details:

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.

In accordance with the Master Services Agreement, the Company provides resources to Blockedge Technologies, Inc relating to technical services according to the statement of work from the Company. The Company also receives management and administrative services from Blockedge Technologies, Inc.

In addition, on January 1, 2025, the Company entered into a Rental Sublease Agreement with SecureKloud Technologies Inc. (“SKI”), The initial term of the agreement between SKI and the principal lessor is twenty-four months, which is extendable based on mutual consent. As per the terms of the Rental Sublease Agreement, the cost incurred by SKI on behalf of the Company are settled at cost.

The advance as of December 31, 2025, is $3,826 as compared to $497 as of December 31, 2024. The advance is unsecured, non-interest bearing, and is expected to be settled in the ordinary course of business (see also note 9, Subsequent Events), as outlined below:

-	SecureKloud Technologies Limited^()^ (a public company in India) advance as of December 31, 2025, is $3,826 (including the balance previously owed by SecureKloud Technologies Inc.^()^, as of December 31, 2024, and advance paid to Blockedge during the year ended December 31, 2025), as compared to nil as of December 31, 2024, and

-	SecureKloud Technologies, Inc.^(*)^, advance as of December<br>31, 2025, is nil as compared to $497 as of December 31, 2024.
^(*)^	During the year ended December<br> 31, 2025, the Company, together with SecureKloud Technologies Limited and SecureKloud Technologies, Inc., entered into a tripartite<br> agreement dated March 25, 2025, pursuant to which, SecureKloud Technologies Limited took over all the contractual obligations, outstanding<br> balance and transactions between the Company and SecureKloud Technologies, Inc. Accordingly, the balance receivable from SecureKloud<br> Technologies Inc., has since been novated to SecureKloud Technologies, Limited as of the effective date of the novation. No consideration<br> was exchanged as part of the novation.
---	---

SecureKloud Technologies, Inc.^(*)^, advance as of December 31, 2025, is nil as compared to $497 as of December 31, 2024.

^(*)^

During the year ended December 31, 2025, the Company, together with SecureKloud Technologies Limited and SecureKloud Technologies, Inc., entered into a tripartite agreement dated March 25, 2025, pursuant to which, SecureKloud Technologies Limited took over all the contractual obligations, outstanding balance and transactions between the Company and SecureKloud Technologies, Inc. Accordingly, the balance receivable from SecureKloud Technologies Inc., has since been novated to SecureKloud Technologies, Limited as of the effective date of the novation. No consideration was exchanged as part of the novation.

---

F-24

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

C. Related party transactions:

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

		Year ended December 31,
Related Parties	Nature of transactions	2025			2024^^**
SecureKloud Technologies Limited (“SKL”)	Services received	$	(2,128	)	$	-
	Amount collected from customers on behalf of the related party		(4	)
	Amounts advanced		3,173			-
SecureKloud Technologies, Inc. (“SKI”)	Services received		(269	)		(3,603	)
	Amounts advanced^(***)^		1,666			3,796
	Services rendered		138			-
	Amounts collected by related party on behalf of the Company		407			-
	Rent expenses paid		(177	)		(135	)
Blockedge Technologies, Inc. (“Blockedge”)	Services received		(70	)		-
	Amounts advanced^(****)^		415			-
	Revenue earned		9			-
	Accounts receivable		9			-
Dave Rosa	Remuneration (including stock options)		120			120
Jainal Bhuiyan	Remuneration (including stock options)		50			50
Ron McClurg	Remuneration (including stock options)		50			50
Sujatha Ramesh	Remuneration		229			-
David Ayanoglou	Remuneration		257			-
Thyagarajan Ramachandran	Remuneration		78			278
Suresh Venkatachari	Remuneration		300			300
Shibu Kizhakevilayal	Remuneration		24			158
Lakshmanan Kannappan	Remuneration	$	367		$	-

^(**)^	Prior year figures have been reclassified for the purpose of comparison.

| ^(***)^ | Advance given to SKI was novated to SKL as mentioned in “B” above. |

| ^(****)^ | Advance given to Blockedge was transferred to SKL as mentioned in note 3.5. |

3.6)Short-Term Borrowing

	As of December 31,
	2025		2024
Seacoast Business Funding [refer (A) below]	$	161	$	589
Convertible notes [refer (B) below]		10,543		2,061
Advance from employee [refer (C) below]		33		-
Total	$	10,737	$	2,650

A.Seacoast Business Funding

During 2022, the Company obtained a credit facility from Seacoast business funding (SBF), a division of Seacoast National Bank. The funding is against the accounts receivable of the Company and one of its subsidiaries. The maximum amount of advance under the arrangement is $10,000 and the bank may advance upto 90% of the unpaid domestic outstanding accounts under the recourse agreement.

The SBF facility incurred a factoring interest cost of 8.5% during the year ended December 31, 2025, amounting to $81 and 8.9% for the year ended December 31, 2024, amounting to $121. The carrying amount of receivables against which advances were received from such arrangement for the years ended December 31, 2025, and 2024, were $9,633 and $11,954 respectively.

The carrying amount of associated liabilities was $161 and $589, as of December 31, 2025, and 2024.

F-25

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

B.Convertible Notes

	December 31,
	2025		2024
Convertible notes payable [refer (1) and (2) below]	$	-	$	2,375
Less: discount		-		(314	)
Notes payable, net of discount		-		2,061
Notes payable, current portion, net of discount	$	-	$	2,061
2025 Convertible notes, current portion – at fair value [see (3) below]	$	10,543	$	-

During the year ended December 31, 2025, the Company settled the entire outstanding balance of convertible notes payable as of the prior year end as shown below, and there was no gain or loss upon settlement.

1. L1 Capital

On December 28, 2023, the Company entered into the Securities Purchase Agreement with the selling stockholder, pursuant to which the Company agreed to issue to the selling stockholder, in a private placement (the “L1-Private Placement”), Senior Secured 15% Original Issue Discount Convertible Promissory Notes (the “L1-Notes”) in the aggregate principal amount of up to $5,200 which will result in gross proceeds to the Company in the amount of up to $4,420 due to the original issue discount, and warrants (the “L1-Warrants”) to purchase a number of shares of the Company’s common stock (the “L1-Warrant Shares”) equal to 50% of the face value of the L1-Notes divided by the volume weighted average price, in three tranches.

Under the first tranche of funding, which closed upon signing of the Purchase Agreement on December 28, 2023, the Company issued a L1-Note to the investor in the principal amount of $2,000 which resulted in gross proceeds to the Company of $1,700 and L1-Warrants to purchase up to an aggregate of 24 L1-Warrant Shares. The L1-Note and L1-Warrants issued in the first tranche of funding have an initial fixed conversion and exercise price of $51,496.39 per share, subject to adjustment. The L1-Warrants carried a 5-year term and, if not exercised, would terminate on December 28, 2028. The Company received the first tranche of $1,700 on December 29, 2023.

Each L1-Note matures 18 months after issuance, does not bear any interest unless an event of default occurs, in which case the L1-Note will bear interest at an annual rate of 18%, and is convertible into shares of the Company’s common stock (the “Conversion Shares”) at an initial conversion price equal to $51,496.39, provided that if an event of default has occurred and is continuing without cure, the conversion price will be the lesser of (i) $51,496.39, (ii) 95% of the average of the three lowest daily volume weighted average prices of the common stock during the 20 trading days immediately preceding the notice of conversion of the L1-Note, and (iii) 80% of the lowest daily volume weighted average price in the 10 trading days immediately preceding the applicable conversion date, subject to adjustment as further specified in the L1-Note.

Each L1-Note is fully repayable in cash upon maturity. In addition, the investor has the option of requiring prepayment of up to 25% of the issuance amount of subsequent financing. In addition, as to each L1-Note, beginning on the earlier of (i) 60 days from issuance and (ii) the date on which the resale registration statement registering the Conversion Shares issuable under the L1-Note and the L1-Warrant Shares issuable under the corresponding 2023-Warrants has been declared effective by the Securities and Exchange Commission, the Company must make monthly payments equal to 105% of the total principal amount multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date as of the initial payment date (the “Monthly Payments”), until the principal amount has been paid in full prior to or on the maturity date or, if earlier, upon acceleration, conversion or redemption of the L1-Note in accordance with its terms.

F-26

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The Monthly Payments are payable in cash; provided that subject to certain limitations the Company may elect to pay all or part of a Monthly Payment in Conversion Shares in lieu of a cash payment based on a price per share equal to the lower of (i) conversion price then in effect, and (ii) 95% of the average of the three lowest daily volume weighted average prices of the common stock during the 20 trading days immediately preceding the applicable payment date, subject to adjustment and to the floor price set forth in the applicable L1-Note. If for any Monthly Payment the number of Conversion Shares issued as payment is limited by the floor price, the Company is required to pay the economic difference in cash.

On December 28, 2023, the Company issued Senior Secured 15% Original Issue Discount Convertible Promissory L1-Note for an initial amount of $2,000 of convertible notes with an annual interest rate of 18% and a maturity term of 18 months. In connection with this issuance, the Company also issued 24 L1-Warrants, each allowing the holder to purchase shares of the Company’s common stock at an exercise price of $51,496.39 per share, exercisable until December 28, 2028.

The Company recorded $314 as debt discount using the relative fair value method for the year ended December 31, 2024. The Company amortized $702 of debt discount during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company converted $1,125 principal and $56 conversion fees on the L1 Capital convertible note to common stocks, totaling $1,181, which was recognized in Additional Paid-In Capital (APIC).

Date	Installment	Loan		Conversion<br> fees		Total<br> repayment		Conversion price^(*)^				APIC
2/14/2024	1	$	125	$	6.25	$	131.25	$	28,834	5	0	$	131.25
2/14/2024	2		125		6.25		131.25		28,834	5	0		131.25
3/1/2024	3		125		6.25		131.25		28,685	5	0		131.25
3/1/2024	4		125		6.25		131.25		28,685	5	0		131.25
3/1/2024	5		125		6.25		131.25		28,685	5	0		131.25
3/19/2024	6		125		6.25		131.25		25,697	5	0		131.25
4/23/2024	7		125		6.25		131.25		18,974	6	0		131.25
5/9/2024	8		125		6.25		131.25		17,181	7	0		131.25
5/9/2024	9	$	125	$	6.25	$	131.25	$	17,181	7	0	$	131.25
^(*)^	Represents values adjusted for one-for-two hundred forty-nine<br>reverse stock split effective August 1, 2025, and one-for-sixty reverse stock split effective February 10, 2026.
---	---

There was no gain or loss recorded on the conversions as they were consummated within the terms of the original agreement. As of December 31, 2024, the L1 Capital note was outstanding at $875.

During the year ended December 31, 2025, the Company converted the outstanding balance of $875, and conversion fees and interest of $316 on the L1 Capital convertible note to common stocks, totaling $1,191, which was recognized in APIC.

Date	Loan		Conversion fees and interest		Total<br> repayment		Conversion<br> price^(*)^
1/7/2025	$	125	$	43	$	168	$	9,263	18
2/3/2025		200		71		271		8,665	31
2/14/2025		175		64		239		6,125	39
2/18/2025		175		64		239		6,125	39
2/21/2025		200		74		274		5,677	49
Total	$	875	$	316	$	1,191			176
^(*)^	Represents values adjusted for one-for-two hundred forty-nine<br>reverse stock split effective August 1, 2025, and one-for-sixty reverse stock split effective February 10, 2026.
---	---

2. Pioneer Garage

On October 9, 2024, the Company and an investor entered an agreement to issue to the investor, 20% OID Promissory note for proceeds of $1,000. The original agreement contained the terms to mutually extend the maturity date of the note up to January 31, 2025. The Company renegotiated the extension of the original maturity of the note by three months from December 8, 2024, to March 8, 2025, and increased the maturity value of the note to $1,500 as per the terms of the note. The Company recorded an amount of $500 as an OID, of which $227 was amortized during the year ended December 31, 2024, whereas $223 was amortized during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company repaid convertible note amounting to $1,500.

F-27

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

3. 2025 Convertible Notes

On November 20, 2025, the Company issued senior unsecured convertible notes (the “2025 Debentures”) to two unrelated institutional investors. The 2025 Debentures have an aggregate face value of $15,000 and were issued for aggregate proceeds of $12,000. The 2025 Debentures mature one year from issuance and do not bear a stated coupon. Accordingly, the 2025 Debentures mature on November 20, 2026. The difference between the aggregate face value of $15,000 and the proceeds of $12,000 represents an original issue discount of $3,000, which is reflected in the initial fair value measurement of the debentures. If the 2025 Debentures are not converted prior to maturity, the Company would be required to settle the outstanding face value in cash on November 20, 2026. Management’s ability to satisfy this obligation is dependent on the holders electing conversion or the Company securing alternative financing prior to maturity. This obligation has been considered as part of management’s going concern assessment as discussed in Note 1.

The 2025 Debentures are convertible into shares of the Company’s common stock, entirely at the option of the holders, at any time prior to maturity at a conversion price equal to the greater of:

●	80% of the lowest closing market price of the Company’s common stock during the five trading days preceding conversion; or
●	$0.38 per share (subject to certain reset provisions).

The Company elected the fair value option for these debentures under ASC 825, Financial Instruments, at initial recognition. Accordingly, the 2025 Debentures are recorded at fair value and remeasured at each reporting date, with changes in fair value recognized in earnings.

The fair value of these debentures is classified within Level 3 of the fair value hierarchy because the valuation uses significant unobservable inputs and management judgment. The Company engaged an independent third-party valuation specialist to estimate the fair value of the debentures using a Monte Carlo simulation model. The valuation model simulated multiple potential future stock-price paths and expected settlement outcomes and incorporated the contractual terms of the instruments, including the variable conversion feature, floor price, maturity, and other debt-specific provisions.

As of December 31, 2025, the significant assumptions used in the valuation included the Company’s common stock price of $37.95 per share, expected volatility of 90.7%, a risk-free rate of 3.53%, and a remaining contractual term of approximately 0.89 years. The valuation also reflected assumptions regarding expected conversion behavior and settlement outcomes over the remaining life of the instruments. In addition, the model was calibrated to observed transaction proceeds. No financing below the contractual floor price is expected in 2026, and accordingly no floor-reset event was incorporated into the December 31, 2025, valuation.

Because the valuation is based on unobservable inputs, changes in those assumptions could result in a materially different fair value measurement. In general, higher assumed volatility, lower expected conversion prices, or assumptions that accelerate or increase stock-based settlement would increase the fair value of the debentures, while lower volatility or assumptions resulting in greater cash settlement or reduced conversion value would decrease the fair value.

During 2025, the holders of the 2025 Debentures converted $1,416 (fair value basis) of the Debentures into 1,283,950 shares of common stock (21,399 shares post reverse-split of one-for-sixty, effective February 10, 2026). As of December 31, 2025, the remaining Debentures had a fair value of $10,543.

For the year ended December 31, 2025, the Company recognized:

●	$1,215 of financing expenses related to issuance costs, and
●	a $41 gain from changes in fair value of the Debentures.

For the year ended December 31, 2025, the Company evaluated the portion of the change in fair value attributable to changes in instrument-specific credit risk and concluded that such amount was not significant relative to the total change in fair value recognized for the debentures.

The following table presents changes in the fair value of the Debentures:

	2025			2024
Fair value at issuance	$	12,000		$	-
Less: Conversions to equity stock (fair value)		(1,416	)		-
Change in fair value (recognized in earnings)		(41	)		-
Fair value on December 31	$	10,543		$	-

F-28

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

C.Advance from employee

An employee of the Company provided a short-term advance, amounting to $33, for short-term working capital requirements and certain operational expenses of the Company. The advance is interest free, and the Company expects to settle this advance during 2026.

3.7)Other Current Liabilities

	As of December 31,
	2025		2024
Accrued payroll	$	216	$	550
Accrued audit fees		85		218
Insurance payable		179		217
Commission accrual		411		225
Milestone deposit		97		67	*
Director’s fees		55		-
Other		268	$	109
Total	$	1,311	$	1,386
*	Prior year figures have been reclassified for the purpose of<br>comparison.
---	---

3.8)Contingent consideration

	As of December 31,
	2025		2024
Contingent consideration	$	-	$	500

On February 24, 2025, the Company executed a settlement agreement pertaining to the acquisition of Devcool Inc. and issued 40 common stocks at $10,059 amounting to $400, and the balance $100 was settled by cash on March 31, 2025.

On June 16, 2025, Healthcare Triangle, Inc. through its wholly owned subsidiary Quantum Nexus Inc. and Niyama Healthcare, Inc., a Delaware corporation, a provider of Mental Health and Hospital Information Systems technology, across India, South East Asia, and Europe (the “Seller”) entered into an Asset and Stock Transfer Agreement (the “Agreement”). As part of this transaction, the Company estimated the contingent consideration, with a maximum face value of $1,200, at a discounted fair value of $0 upon acquisition. As of December 31, 2025, the discounted present value of the contingent consideration was determined to be $0, and accordingly, was not recognized in these financial statements. See also note 3.3 for details on the contingent consideration.

3.9)Leases

The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

F-29

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The Company is currently operating from two office locations leased by SecureKloud, a related party. The Company does not have any signed lease agreement in its name. The Company’s principal facility is located in Pleasanton, CA and has another facility in Plainsboro, NJ. Rent expenses for the year ended December 31, 2025, and 2024, were $178 and $135 respectively.

3.10)Stockholder Equity / (Deficit)

All references to the number of common shares and price per Common Stock, for all periods presented, have been adjusted to reflect the following:

-	one-for-two<br> hundred forty-nine reverse stock split effective August 1, 2025; and
-	one-for-sixty<br> reverse stock split effective February 10, 2026.

These reverse splits 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. The basic and diluted earnings consider the effect of reverse split across the reporting periods.

Accordingly, unless indicated otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Annual Report on Form 10-K have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.00001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company issued fractional shares at the participant level in connection with the Reverse Stock Split.

A.Common Stock

i.	Issuance<br> of Shares

On June 16, 2025, Healthcare Triangle, Inc 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 Transfer Agreement. See also note 3.3 for further details.

ii.	Pre-Funded<br> Warrants
●	During July 2022, the Company made a private placement of 24 shares of its common stock, a Pre-Funded Warrant to purchase 15 shares of the Company’s common Stock and Preferred Investment Options to purchase up to an aggregate of 41 shares of common stock pursuant to the terms and conditions of the Securities Purchase Agreement, dated as of July 10, 2022. The Purchaser paid $159,260.40 for each Share and $159,111 for each Warrant Share.
---	---
●	On December 28, 2023, the Company issued a convertible note to the investor in the principal amount of $2,000, which resulted in gross proceeds to the Company of $1,700 (the “First Tranche Note”) and Warrants to purchase up to an aggregate of 24 Warrant Shares (the “First Tranche Warrants”). The First Tranche Note, and the First Tranche Warrants have an initial fixed conversion and exercise price of $51,496.39 per share, respectively, subject to adjustment. The First Tranche Warrants carry a 5-year term and, if not exercised, will terminate on December 28, 2028.
---	---
●	On February 27, 2025, Healthcare Triangle, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreement”) with institutional investors (the “Investors”) for the private placement of 2,422 units (each a, “Unit”), each Unit consisting of one share of the Company’s common stock (“Common Stock”) or one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one share of common stock, one Series A Warrant (a “Series A Warrant”) to purchase one share of common stock and one Series B Warrant (a “Series B Warrant” and together with the Series A Warrant, the “Purchase Warrants”) to purchase one share of common stock at an offering price of $6,274.80 per Unit ($6,274.80 per Unit in the case of Units that include pre-funded warrants). The Common Stock, the Pre-Funded Warrants and the Purchase Warrants included in the Units and the Common Stock underlying the Pre-Funded Warrants and the Purchase Warrants are collectively referred to herein as the “Securities” and the Securities, other than the Pre-Funded Warrants, and the Purchase Warrants shall be referred to herein as the “Registrable Securities.” The entire transaction was priced at the market under Nasdaq rules and closed on February 28, 2025.
---	---

F-30

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The initial exercise price for both the Series A Warrants and Series B Warrants is $12,549.60 per share and both terminate on the fifth anniversary of the later of (x) effective date of stockholder approval and (y) the earlier of (i) the effective date of the registration statement (the “Registration Statement”) filed by the Company to register the Registerable Securities or (ii) the date that the Registerable Securities can be sold, assigned or transferred without restriction or limitation pursuant to Rule 144 promulgated under the 1933 Act, as amended. The Purchase Warrants cannot be exercised until stockholder approval of the exercise of the Purchase Warrants is effective (“Stockholder Approval”).

The Company received gross proceeds of approximately $15,200. Net proceeds to the Company were approximately $13,676, after deducting placement agent fees and other expenses payable by the Company, reflected in the equity.

The Company allocated the proceeds between the Common Stock, Pre-Funded Warrants, and Common Warrants (some of which were exercisable on cash basis, whereas others were exercisable on an alternative cashless basis) on a relative fair value basis and recorded the amount allocated to the Common Warrants within additional paid-in capital on the accompanying consolidated balance sheet as the Common Warrants met all the criteria for equity classification. During the year ended December 31, 2025, all the prefunded warrants have been converted into equity, and all of the alternative cashless warrants have been exercised. As the remaining Common Warrants were equity classified, they do not require subsequent remeasurement after the issuance.

The Common Warrants contain standard adjustments to the exercise price including stock splits, stock dividends, rights offerings and pro rata distributions.

All common stock numbers and price per common stock are stated at post reverse-split of one-for-two hundred forty-nine, effective August 1, 2025, and one-for-sixty, effective February 10, 2026.

As of December 31, 2025, 7,061 common shares have been issued but have not yet been registered by the transfer agent. These shares are considered issued and outstanding; however, formal registration with the transfer agent is pending as of the reporting date. These shares were registered subsequent to year-end.

BlackScholes warrants fair value:

Instrument
Common Stock	470	2,947	95	(10	)	85
Pre-funded Warrants	1,953	12,253	395	(40	)	355
Series A Warrants [refer (1) below]	24,700	-	-	-		-
Series B Warrants	71,037	456,000	14,710	(1,474	)	13,236
		471,200	15,200	(1,524	)	13,676

^(*)^	Represents shares/warrants post reverse-split one-for-two hundred forty-nine, effective August 1, 2025, and one-for-sixty, effective February 10, 2026.

| ^(1)^ | Series A warrants are cash warrants. During the year ended December 31, 2025, the Company gave the option to exercise these warrants to the warrant holders at a reduced price of $120 per warrant ($2 per warrant pre reverse-split of one-for-sixty, effective February 10, 2026) to convert into 1 common stock and a concurrent issuance of additional equivalent warrants to be exercised at a price of $180 per warrant ($3 per warrant pre reverse-split of one-for-sixty, effective February 10, 2026) for conversion into 1 common stock. As a result of reducing the exercise price, 23,825 warrants (1,429,528 warrants pre reverse-split of one-for-sixty, effective February 10, 2026) were exercised, and the Company received gross proceeds of $2,859. Net proceeds to the Company were approximately $2,628, after deducting placement agent fees and other expenses payable by the Company. The warrants exercised were replaced with additional 23,825 warrants (1,429,528 warrants pre reverse-split of one-for-sixty, effective February 10, 2026). Accordingly, the number of warrants issued and outstanding as at the year ended December 31, 2025 were 24,302 (1,458,119 pre reverse-split of one-for-sixty, effective February 10, 2026) at an exercise price of $180 per warrant ($3 per warrant pre reverse-split of one-for-sixty, effective February 10, 2026) and 398 (23,905 warrants pre reverse-split of one-for-sixty, effective February 10, 2026) at an exercise price of $1,255 per warrant ($20.92 per warrant pre reverse-split of one-for-sixty, effective February 10, 2026). |

F-31

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The movement of warrants during the years ended December 31, 2025, and 2024, is shown below:

						Weighted

| Outstanding on January 1, 2025 | | 65 | | $ | 119,430 | | 2.74 | | 3,785 | |

| Issued | | 48,525 | | | 197 | | 4.75 | | 4,958 | |

| Exercised | | (23,825 | ) | | 120 | | — | | (2,859 | ) |

| Outstanding on December 31, 2025 | | 24,765 | | | 509 | | 4.74 | | 5,884 | |

| Exercisable on December 31, 2025 | | 24,765 | | $ | 509 | | 4.74 | | 5,884 | |

					Weighted

| Outstanding on January 1, and December 31, 2024 | | 65 | $ | 119,430 | | 2.79 | | 3,785 |

| Exercisable on December 31, 2024 | | 65 | $ | 119,430 | | 2.74 | | 3,785 |

The Company recognized a cost of $0 for the years ended December 31, 2025, and 2024.

B.Preferred Stock

The Company’s Certificate of Incorporation provides for a class of its authorized stock known as preferred stock, comprised of 10,000,000 shares, $0.00001 par value per share (the “Preferred Stock”), issuable from time to time in one or more series.

i. Series A

With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Series A Convertible Preferred Stock will rank: (i) senior to all other classes or series of capital stock of the Corporation now existing or hereafter authorized, classified or reclassified, and (ii) junior to all Indebtedness of the Corporation now existing or hereafter authorized (including Indebtedness convertible into Common Stock). The holders of the Series A Convertible Preferred Stock shall not be entitled to receive dividends paid on the Corporation’s Common Stock. Each share of Series A Super Voting Preferred Stock is entitled to 1,000 votes per share.

On March 12, 2025, the Board of Directors of the Company approved the issuance of 14,000 Series A Preferred Stock to its founder, Mr. Suresh Venkatachari, who owns 100% of the issued Series A Preferred Stock. The issuance of additional Series A preferred stock was done as part of the PIPE financing during the period, pursuant to an understanding with the Series A stockholders that the execution of the financing would not dilute their control over the Company. The issuance of the Series A Super Voting Preferred Stock was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, in that the issuance of securities did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

The Series A Preferred Stocks remain impartial and are not impacted by stock split or reverse split. As of December 31, 2025, and 2024, the total issued and outstanding Series A Preferred Stocks were 20,000 and 6,000 respectively.

F-32

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

ii. Series B

With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Series B Convertible Preferred Stock ranks: (i) senior to all other classes or series of capital stock of the Corporation now existing or hereafter authorized, classified or reclassified, and (ii) junior to all indebtedness of the Corporation now existing or hereafter authorized (including indebtedness convertible into common stock). The holders of the Series B Convertible Preferred Stock are not entitled to receive dividends paid on the Corporation’s common stock.

On October 21, 2024, Healthcare Triangle Inc., acquired substantially all of the business, assets, and operations relating to cloud and technology domain of SecureKloud Technologies, Inc., a Nevada corporation. The Acquired Assets were acquired by Healthcare Triangle, Inc under an Asset Transfer Agreement, dated October 21, 2024.

The consideration for the Acquired Assets consisted of the issuance of 107 shares (1,600,000 shares pre reverse-splits of one-for-two hundred forty-nine, effective August 1, 2025 and one-for-sixty, effective February 10, 2026) of the newly designated Series B Convertible Preferred Stock (“Series B Preferred Stock”) which are convertible each into 10 shares at the holder’s option (subject to shareholder’s approval), for a total consideration of $7,435. This is common control transaction, and the fair value of the assets acquired was calculated as $7,435 which is also the carrying value of these assets. The transaction was treated as an asset acquisition and due to the common control nature, the company recorded deemed dividend and the acquired assets at $0, which was the carrying value of the common control seller.

3.11)Share Based Compensation

We estimate the fair value of our stock options using the Black-Scholes option pricing model. This requires the input of subjective assumptions, including the fair value of our underlying common stock, the expected term of stock options, the expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock, the most critical of which, prior to our IPO, was the estimated fair value of common stock. The assumptions used in our option pricing model represent our best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. The resulting fair value, net of actual forfeitures, is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award

These assumptions used in the Black-Scholes option pricing model, are estimated as follows:

●	Expected volatility. Since our IPO in July 2020, the Company’s common stock<br>has been publicly traded on NASDAQ, and accordingly, the trading history is considered a reasonable measure to ascertain the expected<br>volatility over a period equivalent to the expected term of the awards.
●	Expected term. We estimate<br> the expected term using the simplified method, as we do not have sufficient historical exercise activity to develop reasonable expectations<br> about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the average period<br> the stock options are expected to remain outstanding as the midpoint between the vesting date and the contractual expiration date<br> of the award.
---	---
●	Risk-free interest rate.<br> The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for maturities corresponding<br> with the expected term of the option.
---	---
●	Expected dividend yield.<br> We have never declared or paid any dividends and do not presently plan to pay dividends in the foreseeable future. Consequently,<br> we use an expected dividend yield of zero.
---	---

F-33

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

We are required to estimate the fair value of the common stock underlying our stock-based awards when performing fair value calculations Historically for all periods prior to our IPO, given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, we exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

●	contemporaneous<br> valuations performed at periodic intervals by unrelated third-party specialists
●	our<br> actual operating and financial performance.
---	---
●	relevant<br> precedent transactions involving our capital stock;
---	---
●	likelihood<br> of achieving a liquidity event, such as an initial public offering or a sale of our company given prevailing market conditions and<br> the nature and history of our business;
---	---
●	market<br> multiples of comparable companies in our industry;
---	---
●	stage<br> of development.
---	---
●	industry<br> information such as market size and growth;
---	---
●	illiquidity<br> of stock-based awards involving securities in a private company; and
---	---
●	macroeconomic<br> conditions.
---	---

In valuing our common stock prior to our IPO, our board of directors determined the enterprise value of our company using both the income approach and market approach valuation methods. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on the cost of capital at a company’s stage of development. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the enterprise value of the subject company.

The following table summarizes the movement of share options during the years ended December 31, 2025, and 2024 (post reverse-splits of one-for-two hundred forty-nine, effective August 1, 2025, and one-for-sixty, effective February 10, 2026):

	2025			2024*
Share options outstanding as of<br> January 1	$	46		$	49
Granted during the year		2,668			2
Forfeited<br> / Expired		(4	)		(5	)
Share<br> options outstanding as of December 31	$	2,710		$	46

*	Prior year figures have been reclassified for the purpose of comparison.

A summary of option activity under the employee share option plan as of December 31, 2025, and changes during the year then ended, is presented below.

	Number<br> of <br> share options
Balance<br> available under the plan as at January 1, 2025		40		—
Additions<br> to the plan^(1)^		3,999,914		—
Granted<br> ^(2)^		(2,668	)	157
Forfeited<br> / Expired		4		—
Balance<br> available under the plan as of December 31, 2025		3,997,290		—
^(1)^	Additions to the plan represent an amendment to the 2020 Stock Compensation Plan, which was approved during the year by the Shareholders of the Company, pursuant to which a maximum of 4,000,000 common shares have been allocated to the shares based compensation, such that the total number of shares under the program cannot exceed 4,000,000 shares at any point.
---	---

^(2)^	The weighted-average grant date fair value of options granted during<br>the year ended December 31, 2025, was $157.20 ($2.62 pre reverse-split of one-for-sixty, effective February 10, 2026).

F-34

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The following table summarizes the movement of unvested options during the year ended December 31, 2025:

			Weighted <br> average <br> grant date<br><br> fair value<br><br> per option
Unvested as of January 1, 2025	7		$	24,533
Granted during the year^(2)^	2,668			157
Vested during the year	(2,672	)		192
Unvested as of December 31, 2025	3		$	24,222

As of December 31, 2025, there was no unrecognized share-based compensation expense related to unvested options.

Summary of option activity under the employee share option plan as of December 31, 2024, and changes during the year then ended, is presented below:

			Weighted<br> <br> average<br> exercise <br> price
Balance available<br> under the plan as of January 1, 2024	19			—
Granted	(2	)	$	26,593
Forfeited / Expired	5			—
Additions to the plan	18			—
Balance<br> available under the plan as of December 31, 2024	40			—

The following table summarizes the activities for our unvested options for the year ended December 31, 2024*:

			Weighted <br> average<br> grant date<br> fair value<br> per option
Unvested on January 1, 2024	13		$	29,581
Granted during the year^(2)^	2			5,677
Vested during the year	(5	)		22,410
Forfeited during the year	(3	)	$	34,362
Unvested on December 31, 2024	7		$	24,533

*	Prior year figures have been reclassified for the purpose of comparison.
^(2)^	The share options granted during the years ended December 31, 2025,<br>and 2024, were fully vested upon issuance.
---	---

F-35

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

The Company issued and valued options using the Black-Scholes model for all 2025 and 2024 issuances with the following significant assumptions:

Fair value assumptions	2025			2024

| Expected volatility | | 231 | % | | 45%-52 | % |

| Expected terms (in years) | | 5 | | | 4 | |

| Risk-free interest rate | | 3.7 | % | | 4.70% - 5.70 | % |

| Dividend Yield | | 0 | % | | 0 | % |

The Company recognized compensation expenses related to stock options of $451 and $87 respectively for the years ended December 31, 2025, and 2024.

4)Provision for income taxes

The Company recognizes the tax benefit from uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as other expense in the statement of income. Based on management’s evaluations, there are no uncertain tax positions requiring recognition as of the date of these financial statements.

The components of the Company’s net deferred tax assets as of December 31, 2025, and 2024, were as follows (in thousands):

	As of December 31,
	2025			2024
Deferred tax assets:
Net operating loss carry-forward	$	4,000		$	1,667
Add back:
Stock-based compensation		(126	)		(24	)
Acquisition related cost		(8	)		-
Depreciation and amortization		(197	)		(249	)
Bad debt		(5	)		(48	)
Gain on revaluation		11			-
Other income		191			2
Total deferred tax asset		3,866			1,348
Less: valuation allowance	$	(3,866	)	$	(1,348	)
Deferred tax asset, net of valuation allowance		—			—
Deferred tax liabilities		—			—
Net deferred tax asset		—			—

F-36

HEALTHCARETRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

Income tax expense was computed as follows:

	As of December 31,
	2025		2024
Federal income tax	$	—	$	—
State income tax		—		12
Total Income expenses	$	—	$	12

The Company’s effective tax rate is 0% for the year ended December 31, 2025, and 2024. The future effective income tax rate depends on various factors, such as the Company’s income/(loss) before taxes, tax legislation and the geographic composition of pre-tax income.

The Company’s current tax expense is $0. There is no liability in 2024 on account of losses.

The Company’s federal and state income tax returns are generally subject to possible examination by the taxing authorities until the expiration of the related statute of limitations on those tax returns which is generally three years from the original filing deadline. The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed.

5) Net Loss per share

The Company presents basic and diluted loss per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all potential dilutive shares, including awards under stock-based compensation arrangements.

The Company’s unvested restricted stock awards are considered participating securities under FASB Codification topic, Earnings PerShare, because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a “participating security,” the Codification requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company’s common stock is computed using the more dilutive of the two-class method or the treasury stock method. The diluted EPS equals basic EPS due to anti-dilution.

Schedule of EPS:

	Year ended
	December 31,
	2025			2024
Net loss attributable to common stockholders	$	(9,428	)	$	(5,969	)
Net loss attributable to non-controlling interest	$	(37	)	$	-
Weighted average shares outstanding used in basic per common share computations		61,873			353
Basic / Diluted EPS – Stockholders	$	(152.3	)	$	(16,909.3	)
Basic / Diluted EPS – Non-controlling interest	$	(0.6	)	$	-

F-37

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

6)Segment Information

	Year Ended
	December 31,
	(In ‘000)				Changes
	2025		2024		Amount			%
Software Services	$	8,255	$	4,692	$	3,563			76	%
Managed Services and Support		5,358		6,716		(1,358	)		(20	)%
Corporate & Others		278		288		(10	)		(3	)%
Net revenue	$	13,891	$	11,696	$	2,195			19	%

F-38

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

OperatingProfit by Operating Segments

	For the Year ended December 31, 2025
	Software Services			Managed Services and Support			Corporate and Others			Total
Net revenue	$	8,255		$	5,358		$	278		$	13,891
Less:
Cost of revenue		(6,893	)		(4,229	)		(879	)		(12,001	)
Segment gross profit		1,362			1,129			(601	)		1,890
Sales and marketing		(833	)		(493	)		(1,758	)		(3,084	)
General and administrative		(732	)		(304	)		(6,301	)		(7,337	)
Bad debts		-			-			(17	)		(17	)
Research and development		(222	)		-			(314	)		(536	)
Segment operating profit/(loss)	$	(425	)	$	332		$	(8,991	)	$	(9,084	)
Interest expense		-			-			(567	)		(567	)
Depreciation and amortization		(419	)		(272	)		(14	)		(705	)
Other income		-			-			857			857
Forex loss		-			-			(18	)		(18	)
Changes in fair value		-			-			41			41
Income/(Loss) before income tax		(844	)		60			(8,692	)		(9,476	)
Income tax		-			-			-			-
Net income/(loss)	$	(844	)	$	60		$	(8,692	)	$	(9,476	)

F-39

HEALTHCARE TRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

	Forthe Year ended December 31, 2024
Particulars	Software Services^(*)^			Managed Services and Support^(*)^			*Corporate & Others^(), (1)^**			Total
Net Revenue	$	4,692		$	6,716		$	288		$	11,696
Less:
Cost of revenue		(3,962	)		(4,671	)		(173	)		(8,806	)
Segment gross profit		730			2,045			115			2,890
Sales and marketing		(505	)		(722	)		(976	)		(2,203	)
General and administrative		(195	)		(279	)		(3,476	)		(3,950	)
Bad debts								(170	)		(170	)
Research and development		-			-			(429	)		(429	)
Segment operating profit / (loss)	$	30		$	1,044		$	(4,936	)	$	(3,862	)
Interest expense		-			-			(1,213	)		(1,213	)
Depreciation and amortization		(356	)		(511	)		(22	)		(889	)
Other income		-			-			7			7
Income/(Loss) before income tax		(326	)		533			(6,164	)		(5,957	)
Income tax		-			-			(12	)		(12	)
Net income/(loss)	$	(326	)	$	533		$	(6,176	)	$	(5,969	)
^(1)^	formerly<br>classified under Platform Segment.
---	---

*^()^**	Prior year figures have been reclassified for the purpose of comparison.

7)Legal Matters

The Company is not involved in any action, arbitration and/or other legal proceedings that it expects to have a material adverse effect on the business, financial condition, results of operations or liquidity of the Company. All legal costs are expensed as incurred.

F-40

HEALTHCARETRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

8)New Accounting Pronouncements

Implemented

ASU No. 2023-09. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as disclosures on income taxes paid by jurisdiction. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance is required to be applied on a prospective basis, with the option to apply the standard retrospectively. We adopted ASU No. 2023-09 on a retrospective basis in the fourth quarter of fiscal 2025. The adoption of this guidance resulted in additional financial statement disclosures and had no impact to our consolidated financial condition, results of operations, or cash flows. B. Not Implemented I. ASU No. 2025-06. In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to modernize internal-use software guidance by removing all references to project stages and by clarifying the thresholds entities apply to begin capitalizing costs. ASU No. 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. We are currently evaluating the impact of the standard on our consolidated financial statements. II. ASU No. 2024-03. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. We are currently evaluating the impact of the standard on our consolidated financial statement disclosures. Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

---

F-41

HEALTHCARETRIANGLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

9)Subsequent Events

On January 22, 2026, Healthcare Triangle, Inc. entered into a share purchase agreement to acquire Teyame AI Holdings Inc. and Teyame AI LLC. 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) $3,000 payable on April 29, 2026, and (iv) $3,000 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 equity consideration includes (a) restricted shares or pre-funded warrants of the Company’s common stock with an agreed value of $12,000 and (b) a series of the Company’s preferred stock with an agreed value of $18,000 that is convertible into the Company’s common stock, subject to Shareholders’ approval. The number of shares of common stock issued as part of the equity consideration, and the number of shares of common stock underlying the preferred stock, are determined by reference to a “Base Price” equal to the average of the volume-weighted average prices (“VWAPs”) of the Company’s common stock for the five trading days immediately prior to the Closing Date, as further defined in the Share Purchase Agreement. The preferred stock is not convertible into common stock until applicable shareholder approval is obtained as contemplated by the Share Purchase Agreement. The Share Purchase Agreement also includes a mechanism intended to limit issuance in excess of 19.99% of the Company’s outstanding common stock immediately prior to issuance, including the issuance of a pre-funded warrant for any excess shares in lieu of issuing shares in excess of such limitation at closing, and provides that the pre-funded warrant would have a nominal exercise price and be exercisable on a cashless basis, subject to the terms of the Share Purchase Agreement.

The Share Purchase Agreement also provides for an earnout payable in the Company’s preferred stock to certain key management employees of the Acquired Companies, with an aggregate value of up to $5,000, subject to achievement of specified annual targets as outlined in the Share Purchase Agreement.

The Company effected a 1-for-60 reverse split of its issued and outstanding common stock effective February 10, 2026, to increase the market price of its common stock in order to mitigate the risk of common stock being delisted from The Nasdaq Capital Market. 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. The basic and diluted earnings consider the effect of reverse split across the reporting periods. All share and per share amounts have been retroactively adjusted to reflect the 1-for-60 reverse split effective February 10, 2026, for all periods presented.

F-42

HEALTHCARE TRIANGLE,INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except share and per share data)

3)	The Company issued shares and sold certain securities generating $9,825<br>gross cash proceeds, and incurred expenses pertaining to the fund-raising amounting to $544. The net cash proceeds from the issuance remained<br>$9,281. Consistent with U.S. GAAP, the commissions and offering costs will be recorded as a reduction of additional paid-in capital within<br>stockholders’ equity.

4)	During January and February 2026, the holders of the 2025 Debentures (see note 3.6) converted $10,505 (fair value basis) of the outstanding Debentures into 451,437 shares of common stock (27,086,245 shares pre reverse-split of one-for-sixty, effective February 10, 2026). In addition, the Company elected to repay $1,670 to the Debenture holders through cash repayment.

On March 31, 2026, the Company, after obtaining Board approval, formalized its arrangement with SecureKloud Technologies Limited (“SKL”) and Blockedge Technologies Inc. (“Blockedge”), to 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. Pursuant to this agreement, the advances paid during the year ended December 31, 2025, to these related party contractors, are to be applied against future project billings. Under the said agreement, SKL, as lead contractor, will design, develop and deliver an Integrated Health Advisory & Care Platform & Tools including certain artificial intelligence-enabled software tools and related intellectual property for the Company. The agreement provides for monthly project billings to be offset against the advances. As part of the agreement, the advance paid to Blockedge will be transferred to SKL for settlement purposes. The intellectual property developed under the arrangement will be owned exclusively by the Company. The project is expected to be completed during 2027.

The Company has evaluated subsequent events through April 13, 2026, the date on which the consolidated financial statements were issued and has determined that no other material subsequent events have occurred that would require disclosure.

F-43

PART

Item15. Exhibits, Financial Statement Schedules.

(a)	The following documents<br> are filed as part of this Annual Report:
(1)	The financial statements<br> are filed as part of this Annual Report under “Item 8. Financial Statements and Supplementary Data.”
---	---
(2)	The financial statement<br> schedules are omitted because they are either not applicable or the information required is presented in the financial statements<br> and notes thereto under “Item 8. Financial Statements and Supplementary Data.”
---	---
(3)	The<br>exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index”<br>of the Original Form 10-K. The “Exhibit Index” to this Amendment sets forth the additional exhibits required to be filed<br>with this Amendment.
---	---
(b)	Exhibits
---	---

See the Exhibit Index immediately preceding the signature page of this Annual Report.

EXHIBIT

INDEX

Exhibit No.	Description
31.1**	Certification<br> of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section<br> 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***	Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***	Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	Inline<br> XBRL Instance Document.
101.SCH**	Inline<br> XBRL Taxonomy Extension Schema Document.
101.CAL**	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	Inline<br> XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive<br> Data File (the cover page XBRL tags are embedded within the iXBRL document).
*	Previously<br> filed.
---	---
**	Filed<br> herewith.
---	---
***	Exhibits<br> 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act,<br> or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration<br> statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically<br> stated in such filing.
---	---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Healthcare<br> Triangle, Inc.
Date:<br> April 16, 2026	By:	/s/<br> Sujatha Ramesh
		Sujatha<br> Ramesh
		Chief<br> Operating Officer, Board Executive Director and Principal Executive Officer (SEC)
	Healthcare<br> Triangle, Inc.
---	---	---
Date:<br> April 16, 2026	By:	/s/<br> David Ayanoglou
		David<br> Ayanoglou
		Chief<br> Financial Officer (Principal
		Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 16, 2026.

Signature	Title
/s/ Dave Rosa	Chairman of the Board and Director
Dave Rosa
/s/ Sujatha Ramesh	Chief Operating Officer, Board Executive Director and Principal Executive<br>Officer (SEC)
Sujatha Ramesh
/s/ David Ayanoglou	Chief Financial Officer<br> (principal financial and accounting officer)
David Ayanoglou
/s/ Ronald McClurg	Director
Ronald McClurg
/s/ Jainal Bhuiyan	Director
Jainal Bhuiyan

Exhibit 31.1

CERTIFICATION

I, Sujatha Ramesh, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of Healthcare Triangle, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	[omitted];
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting<br>that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an<br>annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over<br>financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board<br>of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report<br>financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the registrant’s internal control over financial reporting.
---	---
Date: April 16, 2026	By:	/s/ Sujatha Ramesh
---	---	---
	Name:	Sujatha Ramesh
	Title:	Chief Operating Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, David Ayanoglou, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of Healthcare Triangle, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	[omitted];
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting<br>that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an<br>annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over<br>financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board<br>of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report<br>financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the registrant’s internal control over financial reporting.
---	---
Date: April 16, 2026	By:	/s/ David Ayanoglou
---	---	---
	Name:	David Ayanoglou
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A of Healthcare Triangle, Inc. (the “Company”) for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of section<br>13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in<br>all material respects, the financial condition and results of operations of the Company.
---	---
Date: April 16, 2026	By:	/s/ Sujatha Ramesh
---	---	---
	Name:	Sujatha Ramesh
	Title:	Chief Operating Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The Report fully complies with the requirements of section<br>13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in<br>all material respects, the financial condition and results of operations of the Company.
---	---
Date: April 16, 2026	By:	/s/ David Ayanoglou
---	---	---
	Name:	David Ayanoglou
	Title:	Chief Financial Officer
		(Principal Financial Officer)