Healthcare Triangle, Inc. Signs Definitive Agreement with Teyame AI LLC which is forecasted to generate $38M in incremental NTM Revenue and incremental NTM EBITDA of $5M in addition to expanding its SaaS Footprint in Europe and Latin America

Rhea-AI Summary

Healthcare Triangle (Nasdaq: HCTI) signed a definitive agreement to acquire Spain-based AI CX assets run by Teyame AI, aiming to expand its SaaS footprint in Europe and Latin America.

The deal contemplates up to $50 million in total consideration (cash, common stock, non-voting convertible preferred stock, and contingent earnout equity), targets a closing on Jan 29, 2026 subject to shareholder approval, and is effective Jan 1, 2026 for accounting. The assets reported ~$32M revenue and ~$3.6M EBITDA for FY2025; the company forecasts incremental $38M NTM revenue and $5M NTM EBITDA.

Positive

• Forecasted incremental NTM revenue of $38M
• Forecasted incremental NTM EBITDA of $5M
• Assets reported ~$32M revenue in FY2025
• Expands SaaS footprint into Europe and Latin America

Negative

• Total consideration up to $50M may cause shareholder dilution
• Transaction subject to shareholder approval and customary conditions

News Market Reaction – HCTI

-7.68% 212.5x vol

55 alerts

-7.68% News Effect

+115.3% Peak Tracked

-33.8% Trough Tracked

-$358K Valuation Impact

$4M Market Cap

212.5x Rel. Volume

On the day this news was published, HCTI declined 7.68%, reflecting a notable negative market reaction. Argus tracked a peak move of +115.3% during that session. Argus tracked a trough of -33.8% from its starting point during tracking. Our momentum scanner triggered 55 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $358K from the company's valuation, bringing the market cap to $4M at that time. Trading volume was exceptionally heavy at 212.5x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

NTM incremental revenue: $38M NTM incremental EBITDA: $5M Total consideration: up to approximately $50 million +4 more

7 metrics

NTM incremental revenue $38M Forecasted incremental next-twelve-month revenue from Teyame-related Assets

NTM incremental EBITDA $5M Forecasted incremental next-twelve-month EBITDA from Teyame-related Assets

Total consideration up to approximately $50 million Proposed acquisition consideration mix of cash, stock, preferred, and earnouts

FY2025 incremental revenue approximately $32 million Incremental annual revenue generated by the Assets in fiscal year 2025

FY2025 incremental EBITDA approximately $3.6 million Incremental EBITDA generated by the Assets in fiscal year 2025

Planned closing date January 29, 2026 Anticipated closing of the Teyame-related acquisition, subject to approvals

Effective date January 1, 2026 Agreement deemed effective as of this date despite later closing

Market Reality Check

Price: $5.87 Vol: Volume 1,443,004 vs 20-da...

normal vol

$5.87 Last Close

Volume Volume 1,443,004 vs 20-day average 1,142,883, indicating elevated trading activity ahead of the acquisition. normal

Technical Shares at $0.40 are trading well below the 200-day MA of $9.97 and sit near the 52-week low of $0.3975.

Peers on Argus

Pre-news, HCTI was weak while peers were mixed: VSEE up 1.36%, BFRG up 3.81%, DR...

1 Up

Pre-news, HCTI was weak while peers were mixed: VSEE up 1.36%, BFRG up 3.81%, DRIO down 0.99%, STRM roughly flat, MGRX down 10.92%. Momentum scanner only flagged ONMD up 6.30%, supporting a stock-specific story for HCTI.

Historical Context

5 past events · Latest: Dec 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Advance acquisition deal	Positive	+11.9%	Advance Agreement for Teyame AI assets with revenue and EBITDA projections.
Oct 14	Strategic update	Positive	-1.1%	Strategic moves including planned Teyame acquisition and warrant inducement.
Oct 13	Growth strategy push	Positive	+3.2%	M&A, SaaS launches, and warrant changes to drive aggressive growth.
Oct 10	Acquisition & SaaS metrics	Positive	+0.7%	LOI for Teyame and strong Ezovion platform revenue processing update.
Oct 10	AI LOI announced	Positive	+0.7%	Non-binding LOI to acquire Teyame.AI and related capital structure actions.

Pattern Detected

Past Teyame/AI growth announcements generally saw modest positive price reactions, with one notable double‑digit gain.

Recent Company History

Over the last few months, HCTI has repeatedly highlighted M&A and AI-driven expansion, especially around the planned Teyame acquisition. On Oct 10, 2025, it disclosed a LOI for Teyame and Ezovion metrics, followed by more detailed AI and growth narratives on Oct 13–14. On Dec 10, 2025, HCTI signed an Advance Agreement for the same Spain-based AI assets, outlining up to $50M in consideration and projected incremental revenue and EBITDA. Today’s definitive agreement effectively advances that previously signaled strategy.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-11-19

An active Form S-3/A shelf dated Nov 19, 2025 registers 1,458,118 resale shares tied to inducement and advisor warrants. While HCTI does not receive proceeds from these resales (beyond prior warrant exercises), the filing notes that additional freely tradable shares could pressure the stock price and dilute existing holders over time.

Market Pulse Summary

The stock moved -7.7% in the session following this news. A negative reaction despite growth project...

Analysis

The stock moved -7.7% in the session following this news. A negative reaction despite growth projections could fit concerns already flagged in recent filings, including share overhang from registered resale shares and prior financing activity. Even though the deal targets $38M NTM revenue and $5M NTM EBITDA, the up to ~$50M consideration in mixed securities, plus existing ATM and warrant structures, may have amplified fears of future dilution or execution risk, leading traders to discount the long-term narrative.

Key Terms

ebitda, saas, earnout

3 terms

ebitda financial

"forecasted to generate $38M in incremental NTM Revenue and incremental NTM EBITDA of $5M"

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.

saas technical

"in addition to expanding its SaaS Footprint in Europe and Latin America"

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.

earnout financial

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

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

AI-generated analysis. Not financial advice.

PLEASANTON, Calif., Jan. 22, 2026 /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 Definitive 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, and anticipate closing the transaction on January 29, 2026 subject to the required shareholder approval, and other customary closing conditions. Notwithstanding the closing timeline, the parties agreed that the transaction contemplated by this Agreement shall be deemed effective as of January 1^st, 2026. This communication does not constitute a solicitation of any proxy, vote or approval.

Based on financial information the Company has received from Teyame, the Assets generated approximately $32 million in incremental annual revenue and approximately $3.6 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 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 Definitive 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 expanding SaaS Footprint into Europe and Latin America."— 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

View original content:https://www.prnewswire.com/news-releases/healthcare-triangle-inc-signs-definitive-agreement-with-teyame-ai-llc-which-is-forecasted-to-generate-38m-in-incremental-ntm-revenue-and-incremental-ntm-ebitda-of-5m-in-addition-to-expanding-its-saas-footprint-in-europe-and-la-302667586.html

SOURCE Healthcare Triangle, Inc.

FAQ

What did HCTI announce about the Teyame AI acquisition on January 22, 2026?

HCTI signed a definitive agreement to acquire Spain-based AI CX assets from Teyame AI, with consideration up to $50M and a targeted close of Jan 29, 2026 subject to shareholder approval.

How much revenue and EBITDA did the acquired assets generate in FY2025 for HCTI (HCTI)?

The assets reported approximately $32M in revenue and approximately $3.6M in EBITDA for fiscal year 2025.

What incremental financial impact does HCTI forecast from the acquisition (HCTI)?

HCTI forecasts approximately $38M of incremental next‑12‑months revenue and about $5M of incremental NTM EBITDA.

When does HCTI expect the acquisition to become effective and close (HCTI)?

The transaction is deemed effective as of Jan 1, 2026 and the parties anticipate closing on Jan 29, 2026, subject to shareholder approval and customary conditions.

How will the Teyame assets affect HCTI’s geographic strategy (HCTI)?

The acquisition is intended to expand HCTI’s SaaS footprint in Europe and Latin America and enhance AI‑powered patient and customer engagement platforms.