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

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.

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

Argus Jan 22 session

-7.67% close to close Open Argus

Details

News Market Reaction – HCTI

On Jan 22, the day this news came out, HCTI closed 7.67% below the previous close.

Data tracked by StockTitan Argus for the Jan 22 session.

Market Context

On Jan 22, the day this news came out, the stock closed 7.7% below the previous close. A negative re...

Analysis

On Jan 22, the day this news came out, the stock closed 7.7% below the previous close. 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 Figures

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

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

Historical Context

5 past events · Latest: Dec 10

5 events

1. Dec 10

   Advance acquisition deal

   24h Move

   +11.9%

   Advance Agreement for Teyame AI assets with revenue and EBITDA projections.

2. Oct 14

   Strategic update

   24h Move

   -1.1%

   Strategic moves including planned Teyame acquisition and warrant inducement.

3. Oct 13

   Growth strategy push

   24h Move

   +3.2%

   M&A, SaaS launches, and warrant changes to drive aggressive growth.

4. Oct 10

   Acquisition & SaaS metrics

   24h Move

   +0.7%

   LOI for Teyame and strong Ezovion platform revenue processing update.

5. Oct 10

   AI LOI announced

   24h Move

   +0.7%

   Non-binding LOI to acquire Teyame.AI and related capital structure actions.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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.

View in glossary

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. How Rhea-AI works. Not financial advice.

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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

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SOURCE Healthcare Triangle, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.