HCTI 10-K & 10-Q changes, risk factors and insider trading

SecureKloud’s control SecureKloud could prevent us from obtaining essential services at lower rates and if SecureKloud ceasescease to provide us with services and as a result, our business could suffer.

SecureKloudSecureKloud, an affiliate of the Company, provides us with essential services, including software development, infrastructure development, sales support, recruitment and immigration support, project coordination, human resources and operation support and management/advisory services. Although we pay SecureKloud for these services at what we believe are market rates and were negotiated in good faith on an arms-length basis, if we became aware in the future of third parties that could provide such services on terms more favorable than SecureKloud, SecureKloud’sit controlmay overcreate delivery risk on some of our Board and our Company could preventexisting us from obtaining these services on more favorable terms from such third parties or renegotiating the terms with SecureKloud.projects. Also, if SecureKloud was no longer able to provide us these services, we may be forced to obtain them from third parties on terms that are less favorable. If we are prevented by SecureKloud in the future from paying third parties less for services currently provided by SecureKloud or if SecureKloud is unable to provide us services it now provides, such events could have a material adverse effect on our business and financial condition.

In recent years, the frequency, severity, and sophistication of cyber-attacks, computer malware, viruses, social engineering, and other intentional misconduct by computer hackers have significantly increased, and government agencies and security experts have warned about the growing risks of hackers, cybercriminals, and other potential attackers targeting information technology systems. Such third parties could attempt to gain entry into our systems for the purpose of stealing data or disrupting the systems. In addition, our security measures may also be breached due to employee error, malfeasance, system errors, or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names,usernames, passwords, or other information to gain access to the data contained on our platforms, including patient information.

Since we were founded, we have experienced rapid growth and expansion of our operations. Our revenues, customer count,base, product and service offerings, countries of operation, facilities, and computing infrastructure needsrequirements have all increased significantly,substantially, and we expect them to increasecontinue to grow in the future. We have also experienced rapid growth in our employee base. As we continue to grow,expand, both organically and through acquisitions, we must effectively integrate, develop, and motivate an increasing number of employeesemployees, (anwhich increasingincludes portiona growing number of whomour areworkforce expectedthat tooperates in flexible or remote work remotelyenvironments, due to the COVID-19 pandemic), while executing our growth plan and maintaining the beneficial aspects of our culture. Any failure to preserve our culture could negatively affect our future success, including our ability to attract and retain highly qualified employees and to achieve our business objectives.

Historically, our revenue has been concentrated among a small number of customers. InDuring the fiscal year ended December 31, 2024,2025, our top customer and our top five customers accounted for 17% 20% and 58% of our revenue, respectively. As a result, the loss of one or more of these customers could materially reduce our revenue, harm our results of operations, and limit our growth.

Finally, in order to protect our intellectual property property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, defences, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Negative publicity related related to a decision by us to initiate such enforcement actions against a customer or former customer, regardless of its accuracy, may adversely adversely impact our other customer relationships or prospective customer relationships, harm our brand and business, and could cause the market price of our common stock to decline. Our failure to secure, protect and enforce our intellectual property rights could adversely affect affect our brand and our business.

We have incorporated, and may in the future incorporate, third-party open-source software in our technologies. Open-source software is generally licensed by its authors or other third parties under open sourceopen-source licenses. From time to time, companies that use third-party open-source software have faced claims challenging the use of such open-source software and requesting compliance with the open-source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the applicable open-source licensing terms. Some open-source software licenses require end-users who use, distribute or make available across a network software and services that include open-source software to offer to the public aspects of the technology that incorporates the open-source software for no cost, make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications or derivative works created based upon incorporating or using the open-source software and/or to license such modifications or derivative works under the terms of the particular open source license. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release or license the source code of our proprietary software to the public. Additionally, if a third-party software provider has incorporated open-source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we use tools designed to help us monitor and comply with the licenses of third-party open-source software and protect our valuable proprietary source code, we may inadvertently use third-party open-source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open-source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our use of the open-source software. If we were to receive a claim of non-compliance with the terms of any of these open-source licenses, we may be required to publicly release certain portions of our proprietary source code, expend substantial time and resources to re-engineer some of our software, or pay damages, settlement fees or a royalty to use certain open-source software. Any of the foregoing could disrupt and harm our business.

Although we rely on copyright laws to protect the works of authorship (including software) created by us, we do not register the copyrights in any of our copyrightable works. Copyrights of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Furthermore, if a copyright of U.S. origin is not registered within three months of publication of the underlying work, the copyright owner may be precluded from seeking statutory damages or attorney’s fees in any United States enforcement action, action and may be limited to seeking actual damages and lost profits. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.

In the normal course of our business, we collect, process, use and disclose information about individuals, including protected health information and other patient data, as well as information relating to health professionals and our employees. The collection, processing, use, disclosure, disposal, and protection of such information is highly regulated both in the United States and other jurisdictions, including but not limited to, under HIPAA, as amended by HITECH; U.S. state privacy, security, and breach notification and healthcare information laws; the European Union’s GDPR; and other European privacy laws as well as privacy laws being adopted in other regions around the world. These laws and regulations are complexcomplex, and their interpretation is rapidly evolving, making implementation and enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. In addition, our collection, processing, use, disclosure, and protection of information are subject to related contractual requirements. Compliance with such laws and related contractual requirements may require changes to our collection, use, transfer, disclosure, or other processing of information about individuals, and may thereby increase compliance costs. Failure to comply with such laws and/or related contractual obligations could result in regulatory enforcement or claims against us for breach of contract,contract or may lead third parties to terminate their contracts with us and/or choose not to work with us in the future. Should this occur, there could be a material adverse effect on our reputation, business, financial condition, and results of operations.

The GDPR became enforceable on May 25, 2018. The GDPR regulates our processing of personal data,data and imposes stringent requirements. The GDPR includes sanctions for violations up to the greater of €20 million or 4.0% of worldwide gross annual revenue and applies to services providers such as us. In addition, from the beginning of 2021(when the transitional period following Brexit expires), we will have to comply with the GDPR and also the UK GDPR, with each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover. The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, for example how data transfers between EU member states and the United Kingdom will be treated and the role of the Information Commissioner’s Office following the end of the transitional period. These changes will lead to additional costs and increase our overall risk exposure.

Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States, e.g., on July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework (“Privacy Shield”) under which personal data could be transferred from the EEA to U.S. entities who had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and a potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances; this has created uncertainty. At the moment we have not implemented any Privacy Shield procedures or certifications. We also currently rely on the standard contractual clauses to transfer personal data outside the EEA, including to the United States. It may subject us to a lawsuit of a European Union citizen, if we inadvertently process their personally-identifiable personally identifiable information.

The ability of our clients to comply with laws and regulations while using our software platforms and solutions could affect the marketability of our products or our compliance with our client contracts,contracts or even expose us to direct liability under the theory that we had assisted our clients in a violation of healthcare laws or regulations. Because our business relationships with doctors, hospitals, and Life Sciences clients are unique and the healthcare IT industry (as a whole) isis. to a certain extent, in its incipient stage, the application of many state and federal regulations to our business operations and to our clients may be uncertain.

We believe our future success will depend in large part on establishing and growing a market for our systems infrastructure and that are able to provide operational intelligence, particularly designed to collect and index machine data. Our systems infrastructure is designed to address interoperability challenges across the healthcare continuum. It integrates big data with real-time resources and applies machine learning algorithms to inform and optimize treatment decisions. In order to grow our business, we intend to expand the functionality of our offering to increase its acceptance and use by the broader market. In particular, our systems infrastructure is targeted at those in the healthcare continuum that are transitioning from fee-for-service to a value-based reimbursement model. While we believe this to be the current trend in healthcare, this trend may not continue in the future. Our systems infrastructure is less effective with a traditional fee-for-service model and if there is a reversion in the industry towards fee-for-service, or a shift to another model, we would need to update our offeringsofferings, and we may not be able to do so effectively or at all. It is difficult to predict client adoption and renewal rates, client demand for our software, the size and growth rate of the market for our solutions, the entry of competitive products, or the success of existing competitive products. Many of our potential clients may already be a party to existing agreements for competing offerings that may have lengthy terms or onerous termination provisions, and they may have already made substantial investments into those platforms which would result in high switching costs. Any expansion in our market depends on several factors, including the cost, performance, and perceived value associated with such operating system and software applications particularly considering the shifting market dynamics. Although we have experienced rapid adoption of our systems infrastructure and software solutions, the rate may slow or decline in the future, which would harm our business and operating results. In addition, while many large hospital systems and payers use our solutions, many of these entities use only certain of our offerings, and we may not be successful in driving broader adoption of our solutions among these existing users, which would limit our revenue growth.

SecureKloudOne shareholder Technologies, Inc (“SecureKloud”) owns approximatelyover 45%96% of our commonvoting stockrights and will be able to exert a controlling influence over our business affairs and matters submitted submitted to stockholders for approval. As a result, SecureKloudthat shareholder has control over all matters submitted to our stockholders for approval, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, the approval of any business combination, and any other significant corporate transaction. These actions may be taken even if they are opposed by other stockholders, including public stockholders like you.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted by SEC rules and plan to rely on exemptions from certain disclosure requirements that are applicable to other SEC-registered public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the SOX, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies. In this prospectus, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stockstock, and our stock price may be more volatile.

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto, and the consolidated financial statements and the related notes thereto all included elsewhere in this report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, and in the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors”.

The Company was formed on October 29, 2019, as a Nevada corporation and then converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare and Life Sciences (“HCLS”) industry. The business commenced on January 1, 2020, after SecureKloud transferred its Life Sciences business to us. As of December 31, 2024,2025, we had a total of 3643 full-time employees, 2415 part-time employees, and 26 sub-contractors. Many of the senior management team and the members of our board of directors hold advanced degrees and some are leading experts in software development, regulatory science, and market access. During the twelve monthsyear ended December 31, 2024,2025, we generated revenues of approximately $11.7 $13.9 million compared to revenue of $33.2$11.7 million for the twelve monthsyear ended December 31, 2023,2024, which represents aan decreaseincrease of $21.6$2.2 million or 65%19% compared to the previous year.

The majority of our revenue is generated by our full-time employees/ and consultants who provide software services and Managed Services and Support to our clients in the Healthcare and Life Life Sciences industry. Our software services include strategic advisory, implementationimplementation, and development servicesservices, while our Managed Services and ManagedSupport Services and Supportofferings include post implementationpost-implementation support and cloud hosting. Our CloudEz and DataEz platforms became commercially available to deploy under solution delivery model in 2019 and Readabl.AI platform from last quarter of 2020. While these platforms are commercially available, we continue to upgrade them on a regular basis.

WeWhile these platforms are commercially available, we are still in the early stages of marketing CloudEz, DataEz and Readabl.AI asscaling our SaaS offerings on a subscription basis, which we expect will provide us with recurring revenues. Weand do not yet have enoughsufficient information aboutregarding ourcompetitive competitiondynamics or customer acceptance of our SaaS offerings adoption to determine whetherthe orextent notto recurringwhich subscription subscription-based revenue will have a materialmaterially impact onour ouroverall revenue growth.

The key factor to our success in generating substantial recurring subscription revenues in future will be our ability to successfullyeffectively market and persuadeencourage new customers to adopt our Software-as-a-Service (SaaS) offerings. We are in the early stages of marketing our SaaS offerings such as DataEz, CloudEz and Readabl.AI, Ziloy and Ezovion, and do not yet have enough information about our competition or customer acceptance to determine whether or not recurring subscription revenue from these offerings will have a material impact on our overall revenue growth.

Mix of solutions and software services revenues.revenues

Our depreciation and amortization expense consists primarily of depreciation of fixed assets, amortization of Customer relationship and capitalized software development costs, and amortization of IP technology and intangible assets. We expect our depreciation and amortization expense to increase as we expand our business organically and through acquisitions.

Other income / (expense), Netnet

Other income / (expense), netnet, consists of finance cost and gains or losses on foreign currency.

The following tables set forth selected consolidated statementsConsolidated Statements of Operations operationsand Comprehensive Loss data and such data as a percentage of total revenues for each of the periods indicated:

Revenue decreased increased by $21.51$2.2 million, or 65%19% to $13.9 million for the year ended December 31, 2025 as compared to $11.7 million for the twelve monthsyear ended December 31, 2024,2024. as compared to $33.2 million for the twelve months ended December 31, 2023. Revenue from Software Services, Managed Services and Support and PlatformCorporate Servicesand Others revenue have decreasedincreased in the current year.

Our top 5 customers accounted for 58% of revenue during the twelveyear monthsended December 31, 2025, and 58% during the year ended December 31, 2024, and 79% during the twelve months ended December 31, 2023, respectively.

The following table hasshows the breakdown of our revenues for the twelve monthsyear ended December 31, 2024,2025, and 20232024 for each of our top 5 customers.

Revenue from Customer 1 decreasedincreased by $1.2$0.8 million, or 38%40% to $2.7 million for the year ended December 31, 2025, as compared to $1.9 million for the twelve monthsyear ended December 31, 2024,2024. Software services decreased by $0.1 million, or 100 % to $0 for the year ended December 31, 2025, as compared to $3.1$0.1 million for the twelve months ended December 31, 2023. Software Services revenue increased by $0.09 million or 100% to $0.09 million for the twelve monthsyear ended December 31, 2024, as compared to $0 million for the twelve months ended December 31, 2023.2024. Managed Services and Support revenue decreasedincreased by $1.3$0.9 million, or 41%47% to $2.7 million for the year ended December 31, 2025, as compared to $1.8 million for the twelve monthsyear ended December 31, 2024, as compared to $3.1 million for the twelve months ended December 31, 2023.2024.

Cost of revenue (exclusive of depreciation /amortization) decreased increased by $17.62$3.2 million, or 6736 % to $8.81$12 million for the twelveyear monthsended December 31, 2025, as compared to $8.8 million for the year ended December 31, 2024 as compared to $26.43 million for the twelve months ended December 31,20232024.

Bad debt expense increaseddecreased by $0.17$0.2 million, or 100 %90% to $0.17$0.02 million for the twelve monthsyear ended December 31, 20242025, as compared to $0$0.2 million for the twelve monthsyear ended December 31,2023.31, 2024.

Research and development decreasedincreased by $0.37$0.1 million, or 46 %25% to $0.43$0.5 million for the twelve monthsyear ended December 31, 20242025, as compared to $0.8$0.4 million for the twelve monthsyear ended December 31,2023 31, 2024.

Depreciation and amortization decreased by $0.68$0.2 million, or 4321% % to $0.89$0.7 million for the twelve monthsyear ended December 31, 20242025, as compared to $1.57$0.9 million for the twelve monthsyear ended December 31,202331, 2024.

Provision for income taxes decreased by $0.02 million,100% orto 65$0 %for the year ended December 31, 2025, as compared to $0.01 million for the twelve months ended December 31, 2024, as compared to $0.03 million for the twelve monthsyear ended December 31, 2023, this represents state taxes.2024.

Revenue, Cost of Revenue and Operating Profit by Operating SegmentSegments

We manage our business under three operating segments, which are Software Services, Managed Services and Support and PlatformCorporate Services.& Others.

Revenue from Software Services decreasedincreased by $16.4 $3.6 million, or 78%76% to $4.7$8.3 million for the twelve monthsyear ended December 31, 2024,2025, as compared to $21.1$4.7 million for the twelve monthsyear ended December 31, 2023.2024. Revenue from Managed Services and Support decreased by $3.7$1.4 million, or 36%20% to $5.4 million for the year ended December 31, 2025, as compared to $6.7 million for the twelve months ended December 31, 2024, as compared to $10.5 million for the twelve monthsyear ended December 31, 2023.2024. Revenue from PlatformCorporate Services& Others decreased by $1.3$0.01 million, or 82%3% to $0.3 million for the twelve monthsyear ended December 31, 2024,2025, as compared to $1.6$0.3 million for the twelveyear monthsended ended December 31, 2023.2024.

Factors affecting revenues of Software Services, Managed Services and Support and PlatformCorporate Services& Others

Our strategy is to achieve meaningful long-term revenue growth through sales of Managed Services and SupportSupport, and PlatformCorporate Services& Others, to existing and new clients within our target market. market. In order toTo increase our cross-selling opportunityopportunities between our operating segments and realizesupport long timelong-term revenue growth, our focus has shifted shifted more towardstoward Managed Services and Support and PlatformCorporate & Others, which typically generate recurring revenue, compared to the Software Services segment, which is of recurring nature when compared to Software Services segment which is ofgenerally non-recurring nature. This also helps in retaining existing customers by leveraging our Managed Services and Support and Platform Services as a growth agent. This renewed focus on driving demand for subscription and platform-based model will help us in expanding our customer base and enhance customer retention which is a challenge for our existing Software Services segment. Software Services contracts are driven by Time and Material and on-site employees delivering services at customers location.nature.

Our platforms, including CloudEz, DataEzDataEz, Readabl.AI, Ziloy, and Readabl.ai platformsEzovion, are getting moregaining increased market traction, andwhich thiswe expect will lead contribute to increasegrowth in revenue from platform services. WeTo support this growth, we have made additional investments in Sales & and Marketing andas well as Research &and Development to growexpand our Managed Services &and Support and PlatformCorporate Services& revenue.Other offerings. We expect this trend to continue and to have a net positive impact on our overall results of operations.

Cost of Revenue from Software Services decreased increased by $13.6$2.9 million, or 77%74% to $3.9$6.9 million for the twelve monthsyear ended December 31, 2024,2025, as compared to $17.5$4 million for the twelveyear months ended December 31, 2023.2024. Cost of Revenue from Managed Services and Support decreased by $3.1$0.4 million, or 40%9% to $4.2 million for the year ended December 31, 2025, as compared to $4.7 million for the twelve monthsyear ended December 31, 2024,2024. Cost of Revenue from Corporate & others increased by $0.7 million, or 408% to $0.9 million for the year ended December 31, 2025, as compared to $7.8 $0.2 million for the twelve monthsyear ended December 31, 2023. Cost of Revenue from Platform Services decreased by $0.9 million, or 83% to $0.2 million for the twelve months ended December 31, 2024, as compared to $1.1 million for the twelve months ended December 31, 2023.2024.

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto, and the consolidated financial statements and the related notes thereto all included elsewhere in this Quarterly Report on Form 10-Q. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward lookingforward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, and in the sections entitled “Note RegardingAbout Forward-Looking Statements” and “Risk Factors” contained in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

The Company was formed on October 29, 2019, as a Nevada corporation and then converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare and Life Sciences (“HCLS”) industry. The business commenced on January 1, 2020, after SecureKloud Technologies Inc,Inc. transferred its Life Sciences business to us. As of MarchJune 31,30, 2026, we had a total of 4140 full time employees and 3227 sub-contractors, including 36 32 certified cloud engineers, 2522 Epic Certified EHR experts, 9 MEDITECH Certified EHR experts and 34 Admin sub-contractors. Many of the senior management team and the members of our board of directors hold advanced degrees and some are leading experts in the field of technology, investment banking and public markets.

During the period ended MarchJune 31,30, 2026, the Company effected a 1-for-60 reverse split of its issued and outstanding common stock on February 10, 2026. The reverse split 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 majority of our revenue is generated by the AI powered Customer Engagement segment following the Company’s acquisition of Teyame 360 S.L. (“Teyame”) and Datono Mediacion S.L. (“Datono”) effective January 1, 2026, followed by the revenue earned through our full-time full time employees who provide Software Services and Managed Services and Support to our clients in the Healthcare and Life Sciences industry. Our Software Services include strategic advisory, implementation and development services, and Managed Services and Support include post implementation support and cloud hosting.

We believe that our future growth, market adoption, success, and the long-term value creation associated Teyame following the acquisition by Healthcare Triangle, IncInc. (HCTI) will depend on several strategic, operational and technological factors. These factors represent significant opportunities that management must successfully address in order to realize the expected benefits of the acquisition and accelerate the combined company’s growth trajectory.

On June 16, 2025 (the “Closing date”), Healthcare Triangle, Inc. through its wholly owned subsidiary Quantum Nexus Inc. (the “Company”) and Niyama Healthcare, Inc., a Delaware corporation, a provider of Mental Health and Hospital Information Systems technology, across India, South EastSoutheast Asia, and Europe (the “Seller”) entered into an Asset and Stock Transfer Agreement (the “Agreement”). Pursuant to the Agreement, the Company agreed to purchase from the Seller the Transferred Assets (comprising of contracts, intellectual property and related assets), and (ii) the Seller’s 100% shareholder equity interest in Ezovion Solutions Private Limited, Chennai, India - Hospital Information Systems SaaS Provider as Seller’s Equity (the “Transferred Equity”), as a whole and as a going concern in exchange for the Purchase Price (as defined below).

The cash consideration includes: (i) $3,000 paid during 2025 pursuant to an advance agreement dated December 3, 2025, (ii) $6,000 paid during January, 20262026, (iii) $3,200 paid onduring April 20,April, 2026, and (iv) $2,800 payable on the earlier of the conditions being met as outlined in the Share Purchase Agreement, or six months from the date of the Share Purchase Agreement (but in no event prior to April 29, 2026).

ThisThese combined customer relationships may increase enterprise engagements and enhance our data, analytics and automation offerings. Healthcare organizations increasingly prefer integrated technology partners capable of delivering end-to-end digital transformation solutions, and the acquisition may strengthen HCTI’s ability to provide such comprehensive offerings.

The acquisition of Teyame is expected to accelerate the pace of innovation and strengthen HCTI’s strategic positioningposition within the rapidly growing healthcare artificial intelligence market. Through the acquisition, HCTI intends to expand its scalable AI-driven capabilities and enhance its portfolio of solutions focused on clinical workflow optimization, patient engagement, operational efficiency, predictive analytics, and intelligent automation.

We believe that our ability to increase our customer base will enable us to drive growth. Most of our customers initially deploy our solutions within a division or geography and may only initially deploy a limited set of our available solutions. Our future growth is dependent upon our existing customers’ continued success and renewals of our solutions agreements, deployment of our solutions to additional divisions or geographiesgeographies, and the purchase of subscriptions to additional solutions. Our growth is also dependent on the adoption of our solutions by new customers. Our customers are large organizations who typically have long procurement cycles which may lead to declines in the pace of our new customer additions.

During the quarter ended MarchJune 31,30, 2026 and 2025, the Company generated revenues of approximately $9.85$9.19 million compared to revenue of $3.70$3.56 million respectively which represents an increase of $6.15$5.63 million or 166%158% compared to the previous year comparative quarter.

The Customer Engagement Services segmentsegment, includes acquired through business combination (see note 6), provides customer search, marketing, telemarketing and customer-support services rendered to financial institutionsinstitutions, ininsurance connectioncompanies withand intermediaries, and other customers. These services include the promotion and distribution of banking andbanking, credit products; services provided as an external collaborator to insurance intermediaries in the distribution ofand insurance products; outbound and inbound telemarketing; customer acquisitionlead generation and customer-search campaigns; appointment setting; customer service and satisfaction surveys; and technology-enabled digital marketing and customer-interaction services that supportsupporting customers’ digital customer-acquisitionsearch and customer-care strategies.

In the current period, the gross margin generated by the Company has increased to 24% in the quarter ended March 31, 2026, as compared to 9% in the quarter ended March 31, 2025, respectively. Going forward, we expect the gross margin to continue to increase, as new contracts are being negotiated at higher margins and as a result, we expect future profit margins to increase materially over the next few quarters.

Revenue increased by $6.15$5.6 million, or 166%158% to $9.86 $9.2 million for the quarter ended MarchJune 31,30, 2026, as compared to $3.70$3.6 million for the quarter ended MarchJune 31,30, 2025. Revenue from Software Customer Engagement Services, Managed Services and Support, Insurance Mediation, Direct Marketing and Corporate and Others revenue have increased in the current quarter. quarter, while revenue from Software Services and Managed Services and Support decreased.

Our top 5 customers accounted for 49%55% of the revenue in quarter ended MarchJune 31,30, 2026, and 56%58% during quarter ended MarchJune 31,30, 2025, respectively.

The following table has the breakdown of our revenues for the quarter ended MarchJune 31,30, 2026, and 2025 for each of our top 5 customers.

Top Five Customers Revenue for quarter ended MarchJune 31,30, 2026 and 2025.

Total revenue from Customer 1 increased by $1.38 $1.67 million, or 184%236% to $2.14$2.38 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.75$0.71 million for the quarter ended MarchJune 31,30, 2025. Software Services revenue decreased by $0.72$0.70 million or 100% to nil for the quarter ended MarchJune 31,30, 2026, as compared to $0.72$0.70 million for the quarter ended MarchJune 31,30, 2025. Customer engagement services revenue increased by $2.14$2.38 million, or 100% to $2.14$2.38 million for the quarter ended MarchJune 31,30, 2026, as compared to nil for the quarter ended MarchJune 31,30, 2025. Managed Services and Support revenue decreased by $0.03$0.005 million, or 100% to nil for the quarter ended MarchJune 31,30, 2026, as compared to $0.03$0.005 million for the quarter ended MarchJune 31,30, 2025.

Cost of revenue, excluding depreciation and amortization, increased by $4.09$4.1 million, or 121%,133%, to $7.46$7.1 million for the quarter ended MarchJune 31,30, 2026, as compared to $3.38$3.1 million for the quarter ended MarchJune 31,30, 2025.

Research and Development expenses decreased by $0.06 million, or 41%7% to $0.09$0.05 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.14$0.05 million for the quarter ended March 31,June 30, 2025.

Sales and Marketing expenses increased by $1.41 $0.1 million, or 377%17% to $1.78$0.7 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.37$0.6 million for the quarter ended MarchJune 31,30, 2025.

Sales and Marketing expenses for the quarters ended MarchJune 31,30, 2026, and 2025, were 1,779$720 and 373,$616, of which advertisement expenses were $1,548$495 and $58$236 respectively.

General and Administrative expenses increased by $2.02$3.6 million, or 169%308% to $3.22$4.8 million for the quarter ended MarchJune 31,30, 2026, as compared to $1.20$1.2 million for the quarter ended March 31,June 30, 2025.

Depreciation and Amortization expenses increased by $0.80$0.5 million, or 6650%100% to $0.81$0.5 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.01 millionnil for the quarter ended March 31,June 30, 2025.

Interest expenses decreasedincreased by $0.33$0.07 million, or 79%324% to $0.09 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.41$0.02 million for the quarter ended MarchJune 31,30, 2025.

Other income decreasedincreased by $0.10$0.43 million, or 93% 3,269% to $0.44 million for the quarter ended June 30, 2026, as compared to $0.01 million for the quarter ended MarchJune 31, 2026, as compared to 0.11 million for the quarter ended March 31,30, 2025.

Changes in fair value increased by $2.44$0.7 million million, or 100% to $2.44$0.7 million for the quarter ended MarchJune 31,30, 2026, as compared to $0nil for the quarter ended MarchJune 31,30, 2025.

Forex loss increased by $0.06$0.01 millionmillion, or 100% to $0.06 $0.01 million for the quarter ended MarchJune 31,30, 2026, as compared to $0nil for the year quarter ended MarchJune 31,30, 2025.

We manage and report our business under twofour operating segments which are Software servicesServices, Managed Services and ManagedSupport, servicesCustomer Engagement Services, and support.Corporate and Others.

Revenue from Software services decreased by $0.02 $0.6 million, or 1%28% to $1.63$1.55 million for the quarter ended MarchJune 31,30, 2026, as compared to $1.65$2.14 million for the quarter ended MarchJune 31,30, 2025. Revenue from Managed services and support decreased by $0.70$0.07 million, or 35%6% to $1.28$1.27 million for the quarter ended MarchJune 31,30, 2026, as compared to $1.98$1.34 million for the quarter ended MarchJune 31,30, 2025. Revenue from Customer engagement services increased by $6.87 million, or 100% to $6.87$6.31 million for the quarter ended MarchJune 31,30, 2026, as compared to nil for the quarter ended MarchJune 31,30, 2025. Revenue from Corporate and others increased by 3% to $0.07 million for the quarter ended June 30, 2026, as compared to $0.07 million for the quarter ended June 30, 2025.

Cost of revenue from Software services decreased by $0.16$0.52 million, or 10%29% to $1.38$1.25 million for the quarter ended MarchJune 31,30, 2026, as compared to $1.54$1.78 million for the quarter ended March 31,June 30, 2025. Cost of revenue from Managed Services and Support decreased by $0.81$0.06 million, or 44%6% to $1.02 million for the quarter ended March 31, 2026, as compared to $1.82$0.99 million for the quarter ended MarchJune 31,30, 2026, as compared to $1.06 million for the quarter ended June 30, 2025. Cost of revenue from Customer engagement services increased by $4.80$4.67 million, or 100% to $4.85 million for the quarter ended MarchJune 31,30, 2026, as compared to nil for the quarter ended MarchJune 31,30, 2025. Cost of revenue from corporate and others increaseddecreased by $0.20$0.02 million, or 2,256%8% to $0.21 million for the quarter ended MarchJune 31,30, 2026, as compared to $0.09$0.23 million for the quarter ended MarchJune 31,30, 2025.

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 twenty-four months, which is extendable based on mutual consent. As per the Master Services Agreement, SKI and SKL provide technical resources according to the statement of work from the Company. Pricing is determined using a cost-plus model, with a markup of 18% on cost, to ensure that the transactions comply with the arm’s length principle in accordance with the applicable transfer pricing regulations.

The balance outstanding from SecureKloud Technologies Limited asAs of MarchJune 31,30, 2026, and December 31, 2025, isthe $3,826.balances outstanding are $3,260, and $3,826 respectively. The balancebalances isare unsecured, non-interest bearing and isare expected to be settled in the ordinary course of business, as outlined below:

The current ratio measures a company’s ability to pay off its current liabilities (payable within one year) with its total current assets such as cash, accounts receivable, and inventories. The Company’s current ratio, as at MarchJune 31,30, 2026 is 0.900.6 compared to 1.331.03 as at December 31, 2025.

The Company’s current debt equity ratio, as at MarchJune 31,30, 2026 financial statement is 0.21,0.27, compared to 1.08 as at December 31, 2025.

As of MarchJune 31,30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $4.31$1.91 million. We have financed our operations primarily through financing activity and operating cash flows. We believe our existing cash and cash equivalents generated from operations and financing activities will be sufficient to meet our working capital over the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, the expansion of sales and marketing activities and the ongoing investments in platform development.

Net cash used in operating activities during the three six months ended MarchJune 31,30, 2026, was $(6.867.70) million compared to $(5.568.19) million for the threesix months ended MarchJune 31,30, 2025.

Net cash used in investing activities was $(6.029.20) million for the threesix months ended MarchJune 31,30, 2026, compared to nil$(0.6) million for the threesix months ended MarchJune 31,30, 2025.

Cash inflow from financing activities was $9.48 $11.19 million for the threesix months ended MarchJune 31,30, 2026, compared to a net inflow of $12.36$12 million for the threesix months ended MarchJune 31,30, 2025.

We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as defined by Item 303(a)(4) of SEC Regulation S-K, as of MarchJune 31,30, 2026.