Healthcare Triangle, Inc. Signs Advance Agreement for the Acquisition of Next-Generation AI Customer Engagement Business, on track to generate $34M in Revenue for FY 2025

Rhea-AI Summary

Healthcare Triangle (Nasdaq: HCTI) signed an Advance Agreement to acquire Spain-based AI customer engagement Assets run by Teyame AI, targeting a closing in Q1 2026 subject to a definitive purchase agreement, due diligence, shareholder approval, and customary conditions. The contemplated deal values consideration at up to approximately $50 million in cash, common stock, non-voting convertible preferred stock and contingent earnouts. The company expects the Assets to generate ~$34 million incremental revenue and $4.2 million incremental EBITDA for fiscal year 2025, and to expand HCTI's AI-driven patient engagement and global SaaS strategy.

Positive

• Expected incremental revenue of ~$34M for FY2025
• Expected incremental EBITDA of $4.2M for FY2025
• Contemplated consideration up to ~$50M
• Adds AI-powered omnichannel CX capabilities to HCTI

Negative

• Closing contingent on definitive agreement, due diligence, approvals
• Consideration includes shares and convertible preferred stock
• Contingent earnout-based equity may delay shareholder value realization

Key Figures

Total consideration $50 million Proposed maximum consideration for Teyame assets acquisition

Incremental revenue $34 million Expected annual revenue from acquired Assets in fiscal year 2025

Incremental EBITDA $4.2 million Expected EBITDA contribution from Assets in fiscal year 2025

Target closing Q1 2026 Anticipated closing period for the Teyame acquisition

ATM capacity $20,000,000 Common stock that may be sold under at-the-market program

Convertible notes facility $15,000,000 Maximum principal under senior unsecured convertible notes

Initial note principal $7,500,000 First tranche note principal under November 20, 2025 agreement

Note interest rate 18% per annum Interest on unpaid amounts under convertible notes

Market Reality Check

$2.27 Last Close

Volume Volume 185,077 is below the 20-day average of 295,800, suggesting no pre-news accumulation. low

Technical Shares at $2.27 are trading below the $22.58 200-day MA and 99.48% below the 52-week high.

Peers on Argus 1 Up

Peers show a mixed tape: names like MGRX are up 8.93% while others such as VSEE and STRM are slightly down. With HCTI down 2.99% pre-news and sector momentum flags off, the setup looks stock-specific rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 14	Strategic update	Positive	-1.1%	Strategic moves including planned Teyame acquisition and warrant inducement.
Oct 13	Growth strategy	Positive	+3.2%	Offensive growth push via M&A, SaaS launches, and warrant restructuring.
Oct 10	Acquisition & growth	Positive	+0.7%	LOI for Teyame and strong Ezovion platform revenue processing update.
Oct 10	AI platform focus	Positive	+0.7%	Non-binding LOI for Teyame and capital moves toward AI-enabled platform.
Oct 09	AI acquisition LOI	Positive	-17.9%	Non-binding LOI to acquire Teyame.AI for AI-driven engagement platform.

Pattern Detected

Recent strategically positive news (M&A, AI expansion, capital moves) often led to modest gains but has also seen sharp negative reactions, indicating inconsistent alignment between upbeat narratives and short-term price moves.

Recent Company History

Over the past few months, HCTI has focused on transforming into an AI-driven, patient‑engagement platform. Key steps included multiple announcements around the planned Teyame.AI acquisition, projected to add $34M revenue and $4.2M EBITDA in 2025, and warrant/capital structure actions. Price reactions have been mixed: some growth-focused updates produced small gains, while the initial LOI for Teyame on Oct 9, 2025 coincided with a -17.86% move, underscoring sentiment volatility around dilution and execution risk.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-19

HCTI has an active Form S-3/A shelf dated Nov 19, 2025 registering 1,458,118 common shares for resale tied to inducement and advisor warrants. The company is not selling these shares itself, but making them freely tradable can increase float and exert pressure on the share price, while prior warrant exercises have already contributed $2.85M in proceeds.

Market Pulse Summary

This announcement advances HCTI’s shift toward AI-driven engagement by moving from an LOI to a binding advance agreement for Teyame’s assets, expected to add $34M revenue and $4.2M EBITDA in 2025. It builds on prior M&A and AI initiatives but sits against a backdrop of active financing tools, including an at-the-market program and convertible notes. Investors may watch closing progress into Q1 2026, funding mix, and any changes in deal terms or projected contribution.

Key Terms

ebitda financial

"expects the Assets to generate approximately $34 million in incremental annual revenue and $4.2 million in incremental EBITDA for fiscal year 2025."

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

omnichannel technical

"Spain-based leader in AI-powered omnichannel customer experience (CX) solutions."

A coordinated approach to selling and serving customers across all touchpoints—stores, websites, mobile apps, social media, and call centers—so the experience feels like one continuous conversation no matter where a customer interacts. For investors, omnichannel capability signals how well a company can attract and keep customers, turn interactions into sales, and use shared customer data to cut costs and boost revenue—making it a key driver of growth and competitive strength.

convertible preferred stock financial

"shares of non-voting convertible preferred stock, and contingent earnout-based equity consideration"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

saas technical

"Global SaaS platforms for patient engagement and care management."

SaaS, or Software as a Service, is a way of delivering computer programs over the internet, allowing users to access and use them through a web browser without needing to install or maintain the software themselves. For investors, it highlights a business model where companies generate recurring revenue by providing ongoing access to their software, often leading to predictable income and growth potential.

AI-generated analysis. Not financial advice.

PLEASANTON, Calif., Dec. 10, 2025 /PRNewswire/ -- Healthcare Triangle, Inc. (Nasdaq: HCTI) ("HCTI" or the "Company"), a leader in digital transformation solutions for healthcare and life sciences, today announces that it has entered into an Advance Agreement with Teyame AI LLC, a St Kitts and Nevis corporation ("Teyame"), as part of its planned acquisition of the shares of Teyame 360 SL and Datono Mediacion SL, companies incorporated in Spain  ("Assets"), which are run together as a Spain-based leader in AI-powered omnichannel customer experience (CX) solutions. This acquisition would position the Company as a global force in AI-powered customer and patient engagement.

The proposed transaction contemplates up to approximately $50 million of total consideration, consisting of a combination of cash, shares of the Company's common stock, shares of non-voting convertible preferred stock, and contingent earnout-based equity consideration, subject to the final terms of a definitive purchase agreement. The parties currently anticipate targeting a closing in the first quarter of 2026, subject to the negotiation and execution of a definitive purchase agreement, completion of due diligence, required shareholder approval, and other customary closing conditions. This communication does not constitute a solicitation of any proxy, vote or approval.

Based on financial information the Company has received from Teyame, the Company expects the Assets to generate approximately $34 million in incremental annual revenue and $4.2 million in incremental EBITDA for fiscal year 2025. The planned acquisition represents a pivotal moment in HCTI's evolution from healthcare IT provider to comprehensive digital health innovator and is expected to significantly enhance HCTI's financial performance and shareholder value.

"The transaction will bring real world lived experience of Agentic Gen AI and is about to change the game for HCTI.  It's where the rubber meets the road in AI" added David Ayanoglou, Chief Financial Officer of HCTI.

'We are pleased to take this decisive step with the signing of the binding advance agreement. Integrating these AI-powered engagement platforms with HCTI's healthcare technologies positions us to deliver a next-generation, intelligent ecosystem for patients, providers, and global markets."— Sujatha Ramesh, Chief Operating Officer, Principal Executive Officer, and Director, Board of Directors, HCTI.

This planned acquisition is slated to be a critical step in HCTI's broader strategy focused on:

• AI-driven healthcare innovation.
• Global SaaS platforms for patient engagement and care management.
• Expansion into high-growth international markets through digital-first healthcare solutions.

This strategic acquisition will combine HCTI's deep healthcare technology expertise with the acquired Assets' AI automation customer engagement platform(s), so that an integrated ecosystem can be created where every patient touchpoint would become intelligent, personalized, and outcome focused.

About Healthcare Triangle

Healthcare Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare organizations including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST Risk-based, 2-year (r2) Certified status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical & business performance optimization.

About Teyame 360 SL and Datono Mediacion SL

Proven AI Innovation and Customer Engagement Meets Healthcare Expertise

The Assets which are headquartered in Madrid, have built a sophisticated platform that seamlessly blends artificial intelligence with human expertise, currently serving banking and insurance clients while piloting breakthrough healthcare applications. The company's technology stack includes advanced chatbot automation, multilingual patient engagement tools, and real-time analytics, capabilities that become exponentially more powerful when integrated with HCTI's clinical systems.

Key highlights of the Assets' innovations include:

• Integration of Agentic Generative AI (Gen AI) into core operations.
• Advanced AI-human collaboration models to drive efficiency.
• Pilots of AI-powered healthcare services, such as appointment confirmations and multilingual patient engagement.
• Evolution into a digital-first, AI-powered global CX provider.

Forward-Looking Statements and Safe Harbor Notice

All statements other than statements of historical facts included in this press release are "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995), and include, among others, statements regarding the consummation of the private placement, satisfaction of the customary closing conditions of the private placement and the use of the proceeds therefrom. Such forward-looking statements include our expectations and those statements that use forward-looking words such as "projected," "expect," "possibility" and "anticipate." The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties, and assumptions, including market and other conditions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors out lined in the company's annual report on form 10-K for the year ended December 31, 2024, on file with the Securities Exchange Commission (the "SEC") and in previous filings, subsequent filings and future periodic reports filed with the SEC. All the company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.

Investors:
1-800-617-9550
ir@healthcaretriangle.com

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SOURCE Healthcare Triangle, Inc.

FAQ

What acquisition did Healthcare Triangle (HCTI) announce on December 10, 2025?

HCTI signed an Advance Agreement to acquire Spain-based AI customer engagement Assets run by Teyame AI, targeting a Q1 2026 close.

How much revenue is HCTI expecting from the acquired Assets for FY2025?

HCTI expects the Assets to generate approximately $34 million in incremental revenue for fiscal year 2025.

What is the expected EBITDA contribution from the Teyame Assets for FY2025 to HCTI?

The company expects approximately $4.2 million in incremental EBITDA for FY2025.

What is the total contemplated consideration for HCTI's planned acquisition of Teyame Assets?

The contemplated total consideration is up to approximately $50 million in cash, stock, convertible preferred, and contingent earnouts.

When will the HCTI acquisition of Teyame Assets close and what are the conditions?

The parties target a Q1 2026 closing, subject to a definitive purchase agreement, completion of due diligence, shareholder approval, and customary conditions.

How will the transaction affect HCTI's business strategy and product offering?

The deal is expected to expand HCTI's AI-driven patient engagement, global SaaS platforms, and omnichannel customer experience capabilities.