Healthcare Triangle Enters Material Agreement

TL;DR

HTRI just signed a big deal, filing an 8-K with new agreements and financials.

AI Summary

On December 5, 2025, Healthcare Triangle, Inc. entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant new development for Healthcare Triangle, Inc., potentially impacting its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40903 (file_number) — SEC File Number
• 84-3559776 (ein) — IRS Employer Identification No.
• 7901 Stoneridge Dr., Suite 220 Pleasanton, CA 94588 (address) — Principal executive offices
• 925-270-4812 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar
• $50.0 m — al consideration of up to approximately $50.0 million, consisting of a combination of:
• $15.0 million — sh consideration of up to approximately $15.0 million payable in tranches, (ii) approximately
• $6.0 million — payable in tranches, (ii) approximately $6.0 million in shares of the Company's common stock
• $24.0 million — any's common stock, (iii) approximately $24.0 million in shares of the Company's non-voting c
• $5.0 million — llowing closing, and (iv) approximately $5.0 million in shares of the Company's non-voting c
• $3.0 million — has agreed to pay Teyame an advance of $3.0 million in cash on or before December 8, 2025.
• $2.5 million — any, Teyame would be required to refund $2.5 million of the advance and would be permitted t
• $500,000 — dvance and would be permitted to retain $500,000. The Advance Agreement expressly provi

Filing Documents

• ea0269106-8k_healthcare.htm (8-K) — 31KB
• ea026910601ex10-1_healthcare.htm (EX-10.1) — 42KB
• ea026910601ex99-1_healthcare.htm (EX-99.1) — 17KB
• 0001213900-25-119878.txt ( ) — 267KB
• hcti-20251205.xsd (EX-101.SCH) — 3KB
• hcti-20251205_lab.xml (EX-101.LAB) — 33KB
• hcti-20251205_pre.xml (EX-101.PRE) — 22KB
• ea0269106-8k_healthcare_htm.xml (XML) — 4KB

01 Submission of Matters to a Vote of Security Holders

Item 1.01 Submission of Matters to a Vote of Security Holders. On December 5, 2025, Healthcare Triangle, Inc., a Delaware corporation (the " Company ") entered into a non-binding advance agreement (the " Advance Agreement ") with Teyame A.I. LLC, a St. Kitts and Nevis limited liability company (" Teyame "), in connection with a proposed acquisition by the Company of 100% of the equity interests of Teyame 360 S.L. and Datono Mediacion S.L., each a company incorporated in Spain (collectively, the " Target Companies "). Teyame serves as the intermediary seller in the contemplated transaction. The Advance Agreement sets forth a framework for a potential acquisition with total consideration of up to approximately $50.0 million, consisting of a combination of: (i) cash consideration of up to approximately $15.0 million payable in tranches, (ii) approximately $6.0 million in shares of the Company's common stock, (iii) approximately $24.0 million in shares of the Company's non-voting convertible preferred stock issuable as post-closing consideration and convertible six months following closing, and (iv) approximately $5.0 million in shares of the Company's non-voting convertible preferred stock issuable as a management earnout, subject to the achievement of to-be agreed post-closing performance targets. The final purchase price and related terms remain subject to the negotiation and execution of a definitive share purchase agreement. Pursuant to the Advance Agreement, the Company has agreed to pay Teyame an advance of $3.0 million in cash on or before December 8, 2025. The advance is intended to be applied against the cash portion of the purchase price payable at closing, if the transaction is consummated. If the transaction does not close due to certain specified circumstances, including, among others, the failure of the parties to agree on the terms of the related definitive purchase agreement, the occurrence of a material adverse change, inaccurate representations,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 10, 2025, the Company issued a press release announcing the execution of the Advance Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Advance Agreement, dated December 5, 2025, among Healthcare Triangle, Inc., and Teyame AI LLC, a St Kitts and Nevis corporation. 99.1 Press Release, dated December 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Healthcare Triangle, Inc. Dated: December 10, 2025 By: /s/ David Ayanoglou David Ayanoglou Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR