HCTI 8-K
Healthcare Triangle, Inc. (HCTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 1.01 Submission of Matters to a Vote of Security Holders.
On December 5, 2025, Healthcare Triangle, Inc., a Delaware corporation (the “Company”) entered into a non-binding advance agreement (the “Advance Agreement”) with Teyame A.I. LLC, a St. Kitts and Nevis limited liability company (“Teyame”), in connection with a proposed acquisition by the Company of 100% of the equity interests of Teyame 360 S.L. and Datono Mediacion S.L., each a company incorporated in Spain (collectively, the “Target Companies”). Teyame serves as the intermediary seller in the contemplated transaction.
The Advance Agreement sets forth a framework for a potential acquisition with total consideration of up to approximately $50.0 million, consisting of a combination of: (i) cash consideration of up to approximately $15.0 million payable in tranches, (ii) approximately $6.0 million in shares of the Company’s common stock, (iii) approximately $24.0 million in shares of the Company’s non-voting convertible preferred stock issuable as post-closing consideration and convertible six months following closing, and (iv) approximately $5.0 million in shares of the Company’s non-voting convertible preferred stock issuable as a management earnout, subject to the achievement of to-be agreed post-closing performance targets. The final purchase price and related terms remain subject to the negotiation and execution of a definitive share purchase agreement.
Pursuant to the Advance Agreement, the Company has agreed to pay Teyame an advance of $3.0 million in cash on or before December 8, 2025. The advance is intended to be applied against the cash portion of the purchase price payable at closing, if the transaction is consummated.
If the transaction does not close due to certain specified circumstances, including, among others, the failure of the parties to agree on the terms of the related definitive purchase agreement, the occurrence of a material adverse change, inaccurate representations, or governmental or regulatory restrictions outside the control of the parties, Teyame is required to refund the full $3.0 million advance to the Company within ten business days. If the transaction fails to close on or before February 16, 2026 due to a delay attributable to the Company, Teyame would be required to refund $2.5 million of the advance and would be permitted to retain $500,000.
The Advance Agreement expressly provides that it does not obligate either party to consummate the proposed acquisition, which remains subject to, among other things, the negotiation and execution of a definitive share purchase agreement, the completion of due diligence, potential stockholder approval, and other customary closing conditions. The parties currently target a potential closing on or before February 16, 2026, subject to the satisfaction of such conditions. The Advance Agreement contains customary representations, warranties, and covenants for a transaction of this nature and is governed by the laws of the State of California.
The foregoing description of the Advance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On December 10, 2025, the Company issued a press release announcing the execution of the Advance Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Advance Agreement, dated December 5, 2025, among Healthcare Triangle, Inc., and Teyame AI LLC, a St Kitts and Nevis corporation. | |
| 99.1 | Press Release, dated December 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthcare Triangle, Inc. | ||
| Dated: December 10, 2025 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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Exhibit 10.1
ADVANCE AGREEMENT
This Advance Agreement (the “Agreement”) dated December 5th, 2025 (the “Advance Agreement Date”), is entered into by and among: (a) Healthcare Triangle, Inc, a Delaware corporation (“HCTI”, or “Buyer”), and (b) Teyame AI LLC, a St Kitts and Nevis corporation (“Teyame”, or “Intermediary Seller”). HCTI and Teyame are hereinafter collectively referred to as the “Parties” and individually as a “Party.”
Preamble
Whereas, the Teyame and CH 109, S.L and Maria Luisa Sanchez Fernandez (the “Equity Holders”) have entered into the Binding Letter of Intent dated as of September 1, 2025 (the “LOI”) which relates to the sale of 100% of the equity (the “Equity”) of Teyame 360 SL, a company incorporated in Spain and Datono Mediacion SL, a company incorporated in Spain (both companies collectively referred to herein as the “Equity Holders”).
Whereas, the Intermediary Seller desires to sell the Equity it purchases from the Equity Holders to the Buyer on the terms set forth in this Agreement.
Purchase Price Summary
In consideration for the sale of the Equity by the Intermediary Seller, the Buyer shall pay to the Intermediary Seller a purchase price
of US Dollars Fifty Million ($50,000,000) comprised of the following:
| (i) | USD 15,000,000 in cash, payable in tranches. |
| (ii) | USD 6,000,000 in common stock of the Buyer |
| (iii) | USD 24,000,000 in non-voting convertible preferred stock of the Buyer to be issued as post-closing stock consideration, which is convertible 6 months after the closing date stipulated in the Purchase Agreement; and |
| (iv) | USD 5,000,000 in non-voting convertible preferred stock of the Buyer payable as a management earnout, subject to the achievement of agreed performance targets. |
Payment of Advance
In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:
Under the terms of this agreement, HCTI agrees to pay an advance of USD 3,000,000 (US Dollars Three Million Only) as Advance to Teyame in connection with the proposed acquisition of the Equity on or before December 5th, 2025, by wire transfer to the designated bank account. The Parties agree to consummate the deal on or before February 16, 2026. The anticipated payment schedule is as follows:
| ● | (Payment Advance contemplated in this agreement) USD 3,000,000 in cash, on or before December 08, 2025; |
| ● | (First Tranche) USD 6,000,000 in cash on or before January 15, 2026 (Closing date); |
| ● | (Stock Consideration) USD 6,000,000 in common stock of the Buyer and USD 24,000,000 in Preferred stock of the Buyer on or before January 15, 2026; |
| ● | (Second Tranche) USD 3,000,000 in cash, on or before February 12, 2026; |
| ● | (Third Tranche) USD 3,000,000 will be held back for 3 months after the second tranche (May 12, 2026) or obtaining change of control waivers for all bank accounts and Insurance policies, whichever is later; and |
| ● | (Earn-Out Stock Consideration) USD 5,000,000 subject to the achievement of agreed performance targets. |
Application of Advance
The advance amount paid under this agreement shall be applied against the cash consideration payable at closing under the SPA.
| ▪ | If the transaction does not close due to any reason listed below, Teyame shall refund the full advance of $3,000,000 within 10 business days: |
| o | Representations are inaccurate; |
| o | Any material adverse change occurs between now and closing; |
| o | The parties fail to agree on terms of the related purchase agreement; and |
| o | Restrictions outside the control of the parties (Government etc), block the transaction from being completed. |
| ▪ | If the failure is due to delay in closing the transaction by HCTI, on or before February 16, 2026, Teyame will refund USD 2,500,000 (US Dollars Two Million Five Hundred Thousand Only) and retain USD 500,000 (US Dollars Five Hundred Thousand Only). |
Representations
Each Party represents that it has full authority to enter into this Agreement and that doing so violates no laws or contracts. In addition, each party is agreeing to be bound to this Agreement. The Intermediary Seller represents and warrants to HCTI: (i) that the Equity Holders are the current owners of the Equity, (ii) the LOI provides the Intermediary Seller with the right to purchase the Equity (the “Purchase Right”) on terms that are at least as favorable to the Intermediary Seller as the terms provided to HCTI under this Agreement.
Covenants
The Intermediary Seller hereby agrees to (i) execute an Advance Agreement (the “Teyame Advance Agreement”) in the form of Exhibit A simultaneously with the execution of this Agreement and this Agreement shall not be effective until the Teyame Advance Agreement has been fully executed; (ii) direct HTCI to issue any securities that are referenced in the Purchase Price Summary to the Equity Holders on a 50/50 basis and (iii) own 100% of the Equity on or prior to the Closing Date.
Confidentiality
All parties shall keep all information confidential unless disclosure is required by law.
Governing Law
This Agreement shall be governed by the laws of the State of California, with exclusive jurisdiction in courts located in San Francisco.
Miscellaneous
This Agreement does not obligate any of the Parties to complete the transaction. Modifications require written consent by all Parties.
2
IN WITNESS WHEREOF, each of the undersigned has executed this Advance Agreement as of the date first written above.
| Buyer: | Seller: | |||
| Healthcare Triangle, Inc. | Teyame AI LLC | |||
| By: | /s/ David Ayanoglou | By: | /s/ Tam Singh | |
| Name: | David Ayanoglou | Name: | Tam Singh | |
| Title: | CFO | Title: | President and CEO | |
| Date: | 12/5/2025 | Date: | 12/5/2025 | |
3
Advance Agreement
This Advance Agreement (the “Agreement”) is made and entered into on December 05, 2025 (the “Advance Agreement Date”), by and among:
(a) Teyame AI LLC, a corporation incorporated under the laws of St. Kitts and Nevis (“Teyame”);
(b) Teyame 360 SL and Datono Mediacion SL, companies incorporated in Spain (collectively, the “Assets”) and
(c) CH 109 SL represented by Ivan Montero and Maria Luisa Sanchez Fernandez (collectively, the “Sellers”), each holding a 50% equity interest in the Assets.
Teyame, the Assets, and the Sellers are hereinafter collectively referred to as the “Parties”, and individually as a “Party.”
Preamble
Teyame holds the exclusive right to acquire the Assets from the Sellers and intends to assign and transfer such right to Healthcare Triangle, Inc. (the “Buyer”). The Buyer desires to purchase from the Sellers 100% of the equity in the Assets, subject to the terms and conditions set forth in this Agreement.
Payment of Advance
In consideration of the mutual covenants, representations, and warranties contained herein, the Parties agree as follows:
Teyame shall pay to the Sellers an advance payment on or before December 08, 2025; the Parties agree to consummate the deal on or before February 16, 2026.
Adjustment of Advance
The advance amount paid under this Agreement will be adjusted against the cash consideration payable at closing under the definitive Share Purchase Agreement (SPA).
Representations
Each Party represents and warrants that:
| ● | It has full power and authority to enter into this Agreement; |
| ● | No law, regulation, contract, or obligation prohibits such entry; and |
| ● | Each agrees to be bound by the terms of this Agreement. |
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Confidentiality
All information exchanged under this Agreement shall remain confidential and shall not be disclosed except as required by law or regulatory authority.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Spain, with exclusive jurisdiction vested in the courts located in Madrid, Spain.
Miscellaneous
| ● | Nothing in this Agreement obligates any Party to complete the transaction unless and until the definitive SPA is executed. |
| ● | Any amendment or modification must be in writing and signed by all Parties. |
| ● | This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein. |
| Teyame AI LLC | ||
| By: | /s/ T. Singh | |
| Name: | T. SINGH | |
| Title: | President and CEO | |
| Date: | ||
Sellers
| MONTERO REBATO IVAN - 53404068T | Firmado digitalmente por MONTERO REBATO IVAN -
53404068T Fecha: 2025.12.05 18:59:25 + 01‘00’ |
SANCHEZ FERNANDEZ MARIA LUISA - 50693255J | Firmado digitalmente por SANCHEZ FERNANDEZ MARIA
LUISA -50693255J Fecha: 2025.12.05 18:57:20 + 01‘00’ |
| By: | By: | |||
| Name: | Ivan Montero | Name: | Maria Luisa Sanchez Fernandez | |
| Title: | Director | Title: | Director | |
| Date: | Date: |
5
Exhibit 99.1
Healthcare Triangle, Inc. Signs Advance Agreement
for the Acquisition of Next-Generation AI Customer
Engagement Business, on track to generate $34M in Revenue for FY 2025
PLEASANTON, Calif., December 10, 2025 (PR NEWSWIRE) — Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation solutions for healthcare and life sciences, today announces that it has entered into an Advance Agreement with Teyame AI LLC, a St Kitts and Nevis corporation (“Teyame”), as part of its planned acquisition of the shares of Teyame 360 SL and Datono Mediacion SL, companies incorporated in Spain (“Assets”), which are run together as a Spain-based leader in AI-powered omnichannel customer experience (CX) solutions. This acquisition would position the Company as a global force in AI-powered customer and patient engagement.
The proposed transaction contemplates up to approximately $50 million of total consideration, consisting of a combination of cash, shares of the Company’s common stock, shares of non-voting convertible preferred stock, and contingent earnout-based equity consideration, subject to the final terms of a definitive purchase agreement. The parties currently anticipate targeting a closing in the first quarter of 2026, subject to the negotiation and execution of a definitive purchase agreement, completion of due diligence, required shareholder approval, and other customary closing conditions. This communication does not constitute a solicitation of any proxy, vote or approval.
Based on financial information the Company has received from Teyame, the Company expects the Assets to generate approximately $34 million in incremental annual revenue and $4.2 million in incremental EBITDA for fiscal year 2025. The planned acquisition represents a pivotal moment in HCTI’s evolution from healthcare IT provider to comprehensive digital health innovator and is expected to significantly enhance HCTI’s financial performance and shareholder value.
“The transaction will bring real world lived experience of Agentic Gen AI and is about to change the game for HCTI. It’s where the rubber meets the road in AI” added David Ayanoglou, Chief Financial Officer of HCTI.
‘We are pleased to take this decisive step with the signing of the binding advance agreement. Integrating these AI-powered engagement platforms with HCTI’s healthcare technologies positions us to deliver a next-generation, intelligent ecosystem for patients, providers, and global markets.”— Sujatha Ramesh, Chief Operating Officer, Principal Executive Officer, and Director, Board of Directors, HCTI.
This planned acquisition is slated to be a critical step in HCTI’s broader strategy focused on:
| ● | AI-driven healthcare innovation. |
| ● | Global SaaS platforms for patient engagement and care management. |
| ● | Expansion into high-growth international markets through digital-first healthcare solutions. |
This strategic acquisition will combine HCTI’s deep healthcare technology expertise with the acquired Assets’ AI automation customer engagement platform(s), so that an integrated ecosystem can be created where every patient touchpoint would become intelligent, personalized, and outcome focused.
About Healthcare Triangle
Healthcare Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare organizations including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST Risk-based, 2-year (r2) Certified status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical & business performance optimization.
About Teyame 360 SL and Datono Mediacion SL
Proven AI Innovation and Customer Engagement Meets Healthcare Expertise
The Assets which are headquartered in Madrid, have built a sophisticated platform that seamlessly blends artificial intelligence with human expertise, currently serving banking and insurance clients while piloting breakthrough healthcare applications. The company’s technology stack includes advanced chatbot automation, multilingual patient engagement tools, and real-time analytics, capabilities that become exponentially more powerful when integrated with HCTI’s clinical systems.
Key highlights of the Assets’ innovations include:
| ● | Integration of Agentic Generative AI (Gen AI) into core operations. |
| ● | Advanced AI-human collaboration models to drive efficiency. |
| ● | Pilots of AI-powered healthcare services, such as appointment confirmations and multilingual patient engagement. |
| ● | Evolution into a digital-first, AI-powered global CX provider. |
Forward-Looking Statements and Safe Harbor Notice
All statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995), and include, among others, statements regarding the consummation of the private placement, satisfaction of the customary closing conditions of the private placement and the use of the proceeds therefrom. Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,” “expect,” “possibility” and “anticipate.” The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties, and assumptions, including market and other conditions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors out lined in the company’s annual report on form 10-K for the year ended December 31, 2024, on file with the Securities Exchange Commission (the “SEC”) and in previous filings, subsequent filings and future periodic reports filed with the SEC. All the company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
Investors:
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