UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
(Mark One)
1934
For the fiscal year ended
For the Transition Period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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
☐
Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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.
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).
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 | ☐ | ☒ | 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 $
As of April 15, 2026,
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
Item 8. Financial Statements and Supplementary Data
HEALTHCARE TRIANGLE, INC.
Audited Consolidated Financial Statements
December 31, 2025 and 2024
F-1
 | Chartered Professional Accountants Licensed Public Accountants Park Pla Corporate Centre 15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7, Canada
Tel: 905 882 9500 & 416 671 7292 Fax: 905 882 9580 Email: [email protected] 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 April 13, 2026 | CHARTERED PROFESSIONAL ACCOUNTANTS Authorized to practice public accounting by the Chartered Professional Accountants of Ontario |
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC 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, | ||||||||||
| Note | 2025 | 2024 | ||||||||
| (In ‘000) | ||||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Accounts receivable, net | 3.1 | |||||||||
| Other current assets | 3.2 | |||||||||
| Total current assets | ||||||||||
| Furniture and equipment, net | 3.4 | |||||||||
| Goodwill | 3.3 | |||||||||
| Other intangible assets, net | 3.3 | |||||||||
Advances | 3.5 | |||||||||
| Total assets | $ | $ | ||||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | $ | $ | ||||||||
| Short-term borrowing | 3.6 | |||||||||
| Other current liabilities | 3.7 | |||||||||
| Contingent consideration | 3.8 | |||||||||
| Total current liabilities | ||||||||||
| Stockholders’ equity (deficit) | 3.10 | |||||||||
| Preferred stock, par value $ | ||||||||||
| Series A, Super Voting Preferred Stock - | ||||||||||
| Series B Convertible preferred stock, | ||||||||||
| Common stock, par value $ | ||||||||||
| Non-controlling interest | ( | ) | ||||||||
| Additional paid-in capital | ||||||||||
Accumulated deficit | ( | ) | ( | ) | ||||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
HEALTHCARE TRIANGLE INC
Consolidated Statements of Operations and Comprehensive Loss
| Years Ended | ||||||||||||
| December 31, | ||||||||||||
| Note | 2025 | 2024(*) | ||||||||||
| (In ‘000) | ||||||||||||
| Net revenue | $ | $ | ||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | ||||||||||||
| Gross margin | ||||||||||||
| Operating expenses | ||||||||||||
| Sales and marketing | ||||||||||||
| General and administrative | ||||||||||||
| Research and development | ||||||||||||
| Bad debts expense | ||||||||||||
| Depreciation and amortization | 3.3, 3.4 | |||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||
| Changes in fair value | 3.6 | |||||||||||
| Forex loss | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||||||
| Provision for income tax | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||
| Other comprehensive income/(loss) | ||||||||||||
| Foreign currency translation gain | ||||||||||||
| Deemed dividend | ( | ) | ||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||||||
| Comprehensive loss attributable to: | ||||||||||||
| Stockholders | 5 | $ | ( | ) | $ | ( | ) | |||||
| Non-controlling interest | 5 | $ | ( | ) | $ | |||||||
| Net loss per common share - basic and diluted, attributable to: | ||||||||||||
| Stockholders | $ | ( | ) | $ | ( | ) | ||||||
| Non-controlling interest | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||||
| Basic and diluted | ||||||||||||
| (*) |
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- controlling | Accumulated | Total stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | interest | deficit | equity (deficit) | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Effects of exchange translation reserve | - | - | - | |||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Prefunded warrants issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Series B (cashless warrants) | ||||||||||||||||||||||||||||||||||||||||
| Expenses relating to funding | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for acquisition (contingent consideration) | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||
| Warrants inducement | ||||||||||||||||||||||||||||||||||||||||
| Expenses relating to warrants inducement | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for acquisition | ||||||||||||||||||||||||||||||||||||||||
| Conversion of debt to equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Preferred stock (Series A) | Preferred stock (Series B) | Common stock |
Additional paid-in |
Accumulated | Total stockholders’ equity |
|||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | deficit | (deficit) | ||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||
| Shares issued for Cash | ||||||||||||||||||||||||||||||||||||
| Conversion of Debt to Equity | ||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock in connection with acquisition of customer contracts from a common control entity | ( |
) | ||||||||||||||||||||||||||||||||||
| Issue of Options (ISO/NSO) | - | - | - | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||
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 | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| Amortization of debt discount | ||||||||
| Conversion fees | ||||||||
| Stock compensation expenses | ||||||||
| Net unrealized exchange gain | ( |
) | ||||||
| Expenses settled through equity | ||||||||
| Interest expense | ||||||||
| Other income | ( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( |
) | ||||||
| Other current assets | ( |
) | ||||||
| Advances | ( |
) | ( |
) | ||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Other current liabilities | ( |
) | ||||||
| Contingent consideration | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities | ||||||||
Purchase of furniture and equipment |
( |
) | ||||||
| Acquisition of intangible assets | ( |
) | ||||||
| Increase in other non-current assets | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from / (Repayment of) short term borrowing | ( |
) | ||||||
| Proceeds from equity issuance | ||||||||
| Interest paid | ( |
) | ||||||
| Net cash provided by financing activities | ( |
) | ||||||
| Net increase/(decrease) in cash and cash equivalents | ( |
) | ||||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | $ | $ | ||||||
| Supplementary disclosure of cash flows information | ||||||||
| Interest | $ | $ | ||||||
| Income tax | ||||||||
| Conversion of debt to common stock | ||||||||
| Settlement of contingent consideration | ||||||||
| Common stock issued for acquisition | ||||||||
| Series A, super voting preferred stock | ||||||||
| Issuance of Series B preferred stock in connection with acquisition of customer contracts from a common control entity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands 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
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, which require improved efficiencies in the clinical trial process. HTI modernizes their IT infrastructure to advance the clinical trial process to drug discovery and delivery. |
| 2. | Hospitals and health systems, which face interoperability challenges as mergers, acquisitions and partnerships drive increasing need for integrated healthcare infrastructures. HTI’s health IT expertise optimizes providers’ enterprise digital structure needs connecting disparate systems and applying analytics capabilities. |
| 3. | Life sciences, payers and all healthcare organizations must protect and secure personal health information (PHI), a regulatory compliance mandate that HTI 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).
Subsidiaries and 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
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
Basis of 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
Liquidity Risk
The Company incurred losses from operations of $
Emerging Growth 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 $
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.
Accounting Policy 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.”
Use of 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 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.
Revenue Recognition
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.
Contract Balances
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)
Cash and 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.
Accounts Receivable
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.
Recourse Credit 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 $
Allowance for 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.
Furniture and 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
F-13
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
Business Combinations
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.
Valuation of 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)
Convertible Debt
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 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.
Fair Value 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 reflect quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| Level 2 — | Inputs other than quoted 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 | $ | $ | ||||||||||||||
| Financial liabilities: | ||||||||||||||||
| 2025 Convertible Notes(*) (refer note 3.6-B) | $ | $ | $ | $ | ||||||||||||
| (*) |
| December 31, 2024 | ||||||||||||||||
| Fair Value Measured Using | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Accounts payable | $ | $ | $ | $ | ||||||||||||
| Short-term borrowing | ||||||||||||||||
Contingent consideration | $ | $ | $ | $ | ||||||||||||
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)
Sales and Marketing Expenses
Sales
and Marketing expenses for the years ended December 31, 2025, and 2024 were
Stock-Based Compensation
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
Income taxes
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
F-17
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
Top Five Customers’ Revenue:
| For The Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Customer 1 | $ | % | $ | % | ||||||||||||
| Customer 2 | % | % | ||||||||||||||
| Customer 3 | % | % | ||||||||||||||
| Customer 4 | % | % | ||||||||||||||
| Customer 5 | $ | % | $ | % | ||||||||||||
Top Five Customers’ Accounts Receivable:
| As of December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Customer 1 | $ | % | $ | % | ||||||||||||
| Customer 2 | % | % | ||||||||||||||
| Customer 3 | % | % | ||||||||||||||
| Customer 4 | % | % | ||||||||||||||
| Customer 5 | $ | % | $ | % | ||||||||||||
The
Company maintains cash balances in various financial institutions. The balances are generally insured by the Federal Deposit Insurance
Corporation up to $
As of December 31, 2025, and 2024, the Company
had $
3) Notes to the Consolidated Financial Statements
3.1) Accounts Receivable, net
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Less: Allowance for doubtful accounts (current expected credit loss) | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
As of December 31, 2025, the Company remeasured
its allowance for current expected credit loss to $
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 | $ | $ | ||||||
| Provision/(Reversal) for the year | ( | ) | ||||||
| Closing balance | $ | $ | ||||||
| * | Amount collected during the years ended December 31, 2025, and 2024, was $ |
3.2) Other current assets
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Advance to Teyame(1) | ||||||||
| Project work-in-progress | * | |||||||
| Others | * | |||||||
| Total | $ | $ | ||||||
| * | |
| (1) |
3.3) Goodwill and Other Intangibles, net
| As of December 31, | |||||||||
| 2025 | 2024 | ||||||||
| Goodwill | (see ‘A’ below) | $ | $ | ||||||
| Other intangible assets, net | (see ‘B’ below) | $ | $ | ||||||
Niyama Acquisition
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)
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
Consideration Transferred
The
total fair value of consideration transferred on the Acquisition Date was approximately $
| ● | Cash paid at closing and within | |
| ● | Fair value of equity consideration ( | |
| ● | Fair value of contingent consideration (earn-out): $ |
The deferred cash payment was discounted to present value using a market-based discount rate. The earn-out has been provisionally valued at 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.
Purchase Price 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
| As of the Acquisition Date (June 16, 2025) | ||||||
| Tangible assets acquired: | ||||||
| Cash and cash equivalents | $ | |||||
| Accounts receivable, net | ||||||
| Other current assets | ||||||
| Total tangible assets | (a) | $ | ||||
| Liabilities assumed: | ||||||
| Accounts payable | $ | |||||
| Other current liabilities | ||||||
| Notes payable | ||||||
| Total liabilities assumed | (b) | $ | ||||
| Net liabilities assumed | (c = a – b) | $ | ( | ) | ||
| Identifiable intangible assets | ||||||
| Trade name / trademark | $ | |||||
| Developed technology (IP) | ||||||
| Total identifiable intangible assets | (d) | $ | ||||
| Goodwill | (e) | $ | ||||
| Total net assets acquired | (c + d + e) | $ | ||||
The purchase price allocation reflects management’s estimates of fair value as of the Acquisition Date.
Identifiable Intangible 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
F-20
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
Contingent Consideration
The
Acquisition includes a cash-settled earn-out with a contractual maximum payment of $
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 $
Acquisition-Related Costs
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 synergies from integrating the acquired Platform with Ezovion’s operational capabilities and the Company’s broader service offerings; | |
| ● | The assembled workforce; and | |
| ● | Anticipated 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 | |||||||||||||||||||||||||||||||
| Useful | Gross | Amortization | Net | Gross | Net | |||||||||||||||||||||||||||
| life | Carrying | expense for | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||||||||
| (Years) | Amount | the year | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||||||||
| Intellectual property | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Customer relationship | ||||||||||||||||||||||||||||||||
| Product development | ||||||||||||||||||||||||||||||||
| Software | ||||||||||||||||||||||||||||||||
| Trademark | ||||||||||||||||||||||||||||||||
| Intangible assets, total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
The total cost of intangibles purchased during
the year amounted to $
F-21
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except 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 | $ | $ | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||
| Furniture and equipment, net | $ | $ | ||||||||
| (1) |
During
the year ended December 31, 2025, the Company purchased furniture and equipment amounting to $
3.5) Advances
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Advance to contractor - for AI tools and software development | $ | $ | ||||||
| Advance to contractor - for services | ||||||||
| Total Advances | $ | $ | ||||||
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 $
Pursuant to this arrangement, $
The
advance outstanding as of December 31, 2024, amounting to $
F-22
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except 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”) | |
| SecureKloud Technologies Inc. (“SKI”) | |
| Blockedge Technologies Inc. (“Blockedge”) | |
| Suresh Venkatachari(1) | |
| Dave Rosa | |
| Jainal Bhuiyan | |
| Ron McClurg | |
| Shibu Kizhakevilayal(2) | |
| Sujatha Ramesh(3) | |
| David Ayanoglou(4) | |
| Thyagarajan Ramachandran(4) | |
| Lakshmanan Kannappan(5) |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
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
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
The advance as of December 31, 2025, is $
| - | SecureKloud Technologies Limited(*) (a public company in India) advance as of December 31, 2025, is $ |
| - | SecureKloud Technologies, Inc.(*), advance as of December
31, 2025, is as compared to $ |
| (*) | 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 | $ | ( |
) | $ | |||||
| Amount collected from customers on behalf of the related party | ( |
) | ||||||||
| Amounts advanced | ||||||||||
| SecureKloud Technologies, Inc. (“SKI”) | Services received | ( |
) | ( |
) | |||||
| Amounts advanced(***) | ||||||||||
| Services rendered | ||||||||||
| Amounts collected by related party on behalf of the Company | ||||||||||
| Rent expenses paid | ( |
) | ( |
) | ||||||
| Blockedge Technologies, Inc. (“Blockedge”) | Services received | ( |
) | |||||||
| Amounts advanced(****) | ||||||||||
| Revenue earned | ||||||||||
| Accounts receivable | ||||||||||
| Dave Rosa | Remuneration (including stock options) | |||||||||
| Jainal Bhuiyan | Remuneration (including stock options) | |||||||||
| Ron McClurg | Remuneration (including stock options) | |||||||||
| Sujatha Ramesh | Remuneration | |||||||||
| David Ayanoglou | Remuneration | |||||||||
| Thyagarajan Ramachandran | Remuneration | |||||||||
| Suresh Venkatachari | Remuneration | |||||||||
| Shibu Kizhakevilayal | Remuneration | |||||||||
| Lakshmanan Kannappan | Remuneration | $ | $ | |||||||
| (**) | |
| (***) | |
| (****) |
3.6) Short-Term Borrowing
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Seacoast Business Funding [refer (A) below] | $ | $ | ||||||
| Convertible notes [refer (B) below] | ||||||||
| Advance from employee [refer (C) below] | ||||||||
| Total | $ | $ | ||||||
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 $
The SBF facility incurred a factoring interest
cost of
The
carrying amount of associated liabilities was $
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] | $ | $ | ||||||
| Less: discount | ( | ) | ||||||
| Notes payable, net of discount | ||||||||
| Notes payable, current portion, net of discount | $ | $ | ||||||
| 2025 Convertible notes, current portion – at fair value [see (3) below] | $ | $ | ||||||
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
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 $
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
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)
On December 28, 2023, the Company issued Senior
Secured
The Company recorded $
During the year ended December 31, 2024, the Company converted $
| Date | Installment | Loan | Conversion fees | Total repayment | Conversion price(*) | No of shares(*) | Equity | APIC | ||||||||||||||||||||||
| 2/14/2024 | 1 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2/14/2024 | 2 | |||||||||||||||||||||||||||||
| 3/1/2024 | 3 | |||||||||||||||||||||||||||||
| 3/1/2024 | 4 | |||||||||||||||||||||||||||||
| 3/1/2024 | 5 | |||||||||||||||||||||||||||||
| 3/19/2024 | 6 | |||||||||||||||||||||||||||||
| 4/23/2024 | 7 | |||||||||||||||||||||||||||||
| 5/9/2024 | 8 | |||||||||||||||||||||||||||||
| 5/9/2024 | 9 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (*) |
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 $
During the year ended December 31, 2025, the Company converted the
outstanding balance of $
| Date | Loan | Conversion fees and interest | Total repayment | Conversion price(*) | No of shares(*) | |||||||||||||||
| 1/7/2025 | $ | $ | $ | $ | ||||||||||||||||
| 2/3/2025 | ||||||||||||||||||||
| 2/14/2025 | ||||||||||||||||||||
| 2/18/2025 | ||||||||||||||||||||
| 2/21/2025 | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| (*) | Represents values adjusted for one-for-two hundred forty-nine 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,
During the year ended December 31, 2025, the
Company repaid convertible note amounting to $
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 $
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:
| ● | ||
| ● | $ |
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 $
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 $
For the year ended December 31, 2025, the Company recognized:
| ● | $ | |
| ● | a $ |
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 | $ | $ | ||||||
| Less: Conversions to equity stock (fair value) | ( | ) | ||||||
| Change in fair value (recognized in earnings) | ( | ) | ||||||
Fair value on December 31 | $ | $ | ||||||
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 $
3.7) Other Current Liabilities
As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accrued payroll | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Insurance payable | ||||||||
| Commission accrual | ||||||||
| Milestone deposit | * | |||||||
| Director’s fees | ||||||||
| Other | $ | |||||||
| Total | $ | $ | ||||||
| * |
3.8) Contingent consideration
As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Contingent consideration | $ | $ | ||||||
On February 24, 2025, the Company executed a settlement
agreement pertaining to the acquisition of Devcool Inc. and issued
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 $
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
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 $
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 hundred forty-nine reverse stock split effective August 1, 2025; and | |
| - | one-for-sixty 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 $
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 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 Warrants |
| ● | During July 2022, the Company made a private placement of |
| ● | On December 28, 2023, the Company issued a convertible note to the investor in the principal amount of $ |
| ● | 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 |
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 $
The
Company received gross proceeds of approximately $
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,
Black Scholes warrants fair value:
| Instrument | Shares/ Warrants* | Fair value | Gross proceeds | Expenses on fund raising | Net proceeds | |||||||||||||||
| Common Stock | ( | ) | ||||||||||||||||||
| Pre-funded Warrants | ( | ) | ||||||||||||||||||
| Series A Warrants [refer (1) below] | ||||||||||||||||||||
| Series B Warrants | ( | ) | ||||||||||||||||||
| ( | ) | |||||||||||||||||||
| (*) | |
| (1) |
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 | ||||||||||||||||
| weighted | average | |||||||||||||||
| average | remaining | Aggregate | ||||||||||||||
| Number of | exercise | contractual | intrinsic | |||||||||||||
| Warrants | warrants | price | term | value | ||||||||||||
| Outstanding on January 1, 2025 | $ | |||||||||||||||
| Issued | ||||||||||||||||
| Exercised | ( | ) | — | ( | ) | |||||||||||
| Outstanding on December 31, 2025 | ||||||||||||||||
| Exercisable on December 31, 2025 | $ | |||||||||||||||
| Weighted | ||||||||||||||||
| Weighted | average | |||||||||||||||
| average | remaining | Aggregate | ||||||||||||||
| Number of | exercise | contractual | intrinsic | |||||||||||||
| Warrants | warrants | price | term | value | ||||||||||||
| Outstanding on January 1, and December 31, 2024 | $ | |||||||||||||||
| Exercisable on December 31, 2024 | $ | |||||||||||||||
The Company recognized a cost of $
B. Preferred Stock
The
Company’s Certificate of Incorporation provides for a class of its authorized stock known as preferred stock, comprised of
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
On March 12, 2025, the Board of Directors
of the Company approved the issuance of
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
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
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 has been publicly traded on NASDAQ, and accordingly, the trading history is considered a reasonable measure to ascertain the expected volatility over a period equivalent to the expected term of the awards. |
| ● | Expected term. We estimate the expected term using the simplified method, as we do not have sufficient historical exercise activity to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the average period the stock options are expected to remain outstanding as the midpoint between the vesting date and the contractual expiration date of the award. |
| ● | Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for maturities corresponding with the expected term of the option. |
| ● | Expected dividend yield. We have never declared or paid any dividends and do not presently plan to pay dividends in the foreseeable future. Consequently, 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 valuations performed at periodic intervals by unrelated third-party specialists |
| ● | our actual operating and financial performance. |
| ● | relevant precedent transactions involving our capital stock; |
| ● | likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given prevailing market conditions and the nature and history of our business; |
| ● | market multiples of comparable companies in our industry; |
| ● | stage of development. |
| ● | industry information such as market size and growth; |
| ● | illiquidity of stock-based awards involving securities in a private company; and |
| ● | macroeconomic 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
| 2025 | 2024* | |||||||
| Share options outstanding as of January 1 | $ | $ | ||||||
| Granted during the year | ||||||||
| Forfeited / Expired | ( | ) | ( | ) | ||||
| Share options outstanding as of December 31 | $ | $ | ||||||
| * |
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
of share options | Weighted
average exercise price | |||||||
| Balance available under the plan as at January 1, 2025 | ||||||||
| Additions to the plan(1) | ||||||||
| Granted (2) | ( | ) | ||||||
| Forfeited / Expired | ||||||||
| Balance available under the plan as of December 31, 2025 | ||||||||
| (1) |
| (2) |
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:
| Number of share options | Weighted average grant date fair value per option | |||||||
| Unvested as of January 1, 2025 | $ | |||||||
| Granted during the year(2) | ||||||||
| Vested during the year | ( | ) | ||||||
| Unvested as of December 31, 2025 | $ | |||||||
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:
| Number of share options | Weighted
average exercise price | |||||||
| Balance available under the plan as of January 1, 2024 | ||||||||
| Granted | ( | ) | $ | |||||
| Forfeited / Expired | ||||||||
| Additions to the plan | ||||||||
| Balance available under the plan as of December 31, 2024 | ||||||||
The following table summarizes the activities for our unvested options for the year ended December 31, 2024*:
| Number of share options | Weighted average grant date fair value per option | |||||||
| Unvested on January 1, 2024 | $ | |||||||
| Granted during the year(2) | ||||||||
| Vested during the year | ( | ) | ||||||
| Forfeited during the year | ( | ) | $ | |||||
| Unvested on December 31, 2024 | $ | |||||||
| * |
| (2) |
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 | % | % | ||||||
| Expected terms (in years) | ||||||||
| Risk-free interest rate | % | % | ||||||
| Dividend Yield | % | % | ||||||
The
Company recognized compensation expenses related to stock options of $
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 | $ | $ | ||||||
| Add back: | ||||||||
| Stock-based compensation | ( | ) | ( | ) | ||||
| Acquisition related cost | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||
| Bad debt | ( | ) | ( | ) | ||||
| Gain on revaluation | ||||||||
| Other income | ||||||||
| Total deferred tax asset | ||||||||
| Less: valuation allowance | $ | ( | ) | $ | ( | ) | ||
| Deferred tax asset, net of valuation allowance | ||||||||
| Deferred tax liabilities | ||||||||
| Net deferred tax asset | ||||||||
F-36
HEALTHCARE TRIANGLE, 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 | ||||||||
| Total Income expenses | $ | $ | ||||||
The
Company’s effective tax rate is
The
Company’s current tax expense is $
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 Per Share, 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 | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to non-controlling interest | $ | ( | ) | $ | ||||
| Weighted average shares outstanding used in basic per common share computations | ||||||||
| Basic / Diluted EPS – Stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic / Diluted EPS – Non-controlling interest | $ | ( | ) | $ | ||||
F-37
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
6) 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.
Expenses
included in segment operating profit consist principally of direct selling, delivery costs and research and development expenses.
| Year Ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| (In ‘000) | Changes | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| Software Services | $ | $ | $ | % | ||||||||||||
| Managed Services and Support | ( | ) | ( | )% | ||||||||||||
| Corporate & Others | ( | ) | ( | )% | ||||||||||||
| Net revenue | $ | $ | $ | % | ||||||||||||
F-38
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
Operating Profit by Operating Segments
| For the Year ended December 31, 2025 | ||||||||||||||||
| Software Services | Managed Services and Support | Corporate and Others | Total | |||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment gross profit | ( | ) | ||||||||||||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bad debts | ( | ) | ( | ) | ||||||||||||
| Research and development | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment operating profit/(loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
Forex loss | ( | ) | ( | ) | ||||||||||||
| Changes in fair value | ||||||||||||||||
| Income/(Loss) before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax | ||||||||||||||||
| Net income/(loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
F-39
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
For
the Year ended | ||||||||||||||||
| Particulars | Software Services(*) | Managed Services and Support(*) | Corporate & Others(*), (1) | Total | ||||||||||||
| Net Revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment gross profit | ||||||||||||||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bad debts | ( | ) | ( | ) | ||||||||||||
| Research and development | ( | ) | ( | ) | ||||||||||||
| Segment operating profit / (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Income/(Loss) before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax | ( | ) | ( | ) | ||||||||||||
| Net income/(loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| (1) |
| (*) |
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
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
8) New Accounting Pronouncements
| A. | 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
HEALTHCARE TRIANGLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share data)
9) Subsequent Events
| 1) | 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 $ |
The cash consideration includes: (i)
$
The equity consideration includes (a)
restricted shares or pre-funded warrants of the Company’s common stock with an agreed value of $
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 $
| 2) | The Company effected a |
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 $ |
| 4) | During January and February 2026, the holders of the 2025 Debentures (see note 3.6) converted $ |
| 5) | 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 $ |
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 IV
Item 15. Exhibits, Financial Statement Schedules.
| (a) | The following documents are filed as part of this Annual Report: |
| (1) | The financial statements are filed as part of this Annual Report under “Item 8. Financial Statements and Supplementary Data.” |
| (2) | The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.” |
| (3) | The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-K. The “Exhibit Index” to this Amendment sets forth the additional exhibits required to be filed with this Amendment. |
| (b) | Exhibits |
See the Exhibit Index immediately preceding the signature page of this Annual Report.
1
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith. |
| *** | Exhibits 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, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
3
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 Triangle, Inc. | ||
Date: April 16, 2026 |
By: | /s/ Sujatha Ramesh |
| Sujatha Ramesh | ||
Chief Operating Officer, Board Executive Director and Principal Executive Officer (SEC) | ||
| Healthcare Triangle, Inc. | ||
Date: April 16, 2026 |
By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief 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 Officer (SEC) | |
| Sujatha Ramesh | ||
| /s/ David Ayanoglou | Chief Financial Officer (principal financial and accounting officer) | |
| David Ayanoglou | ||
| /s/ Ronald McClurg | Director | |
| Ronald McClurg | ||
| /s/ Jainal Bhuiyan | Director | |
| Jainal Bhuiyan |
4