Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flow 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-looking statements as a result of various factors, including those discussed below and elsewhere in this report, and in the section entitled "Note About Forward-Looking Statements" contained in this Quarterly Report on Form 10-Q, and in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC").

Overview

Healthcare Triangle, Inc. (the "Company") is a leading healthcare information technology company focused on advancing innovative, industry-transforming solutions in the areas of cloud services, data science, professional and managed services for the Healthcare and Life Sciences industry.

The Company was formed on October 29, 2019, as a Nevada corporation and 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. transferred its Life Sciences business to us.

On June 16, 2025, the Company, through its wholly owned subsidiary QuantumNexis Inc., a Delaware corporation, entered into an Asset and Stock Transfer Agreement (ATA) with Niyama Healthcare Inc., a provider of Mental Health and Hospital Information Systems technology, across India, Southeast Asia, and Europe (the "Seller"). Pursuant to the ATA, the Company purchased (i) the Transferred Assets (comprising of contracts, intellectual property and related assets), and (ii) 100% shareholder equity interest in Ezovion Solutions Private Limited, Chennai, India - a Hospital Information Systems SaaS Provider in exchange for a Purchase Price.

Effective January 1, 2026, the Company, through its wholly owned subsidiary Teyame AI Holdings Inc., a Delaware corporation, acquired Teyame 360 S.L. ("Teyame") and Datono Mediacion S.L. ("Datono") (see note 6[B] for details). Together, Teyame and Datono operate as an integrated platform providing AI-powered omnichannel customer experience, marketing, financial and insurance distribution services.

Teyame leverages its technology solutions to provide customer engagement services that combine artificial intelligence, telemarketing, and contact center operations to support customer acquisition, retention, and service. Its platform enables enterprises particularly in financial services, insurance, and healthcare to manage end-to-end customer interactions across multiple channels.

Datono complements this platform as an insurance brokerage entity, facilitating the marketing and sales of insurance products. Together, the companies form a vertically integrated model combining customer acquisition technology with distribution capabilities, particularly in regulated sectors such as insurance.

As of September 30, 2026, we had a total of 38 full-time employees and 24 sub-contractors, including 30 certified cloud engineers, 11 Epic Certified EHR experts, 6 MEDITECH Certified EHR experts, 11 Admin full-time and 4 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 September 30, 2026, the Company effected a 1-for-60 reverse split of its issued and outstanding common stock on February 10, 2026, and subsequent to the end of the period, the Company effected a 1-for-20 reverse split of its issued and outstanding common stock on October 26, 2026. Each 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.

Our approach leverages our proprietary technology platforms, extensive industry knowledge, and healthcare domain expertise to provide solutions and services that reinforce healthcare progress. Through our platform, solutions, and services, we support healthcare delivery organizations, healthcare insurance companies, pharmaceutical, and Life Sciences, biotech companies, and medical device manufacturers in their efforts to improve data management, develop analytical insights into their operations, and deliver measurable clinical, financial, and operational improvements.

We offer a comprehensive suite of software, solutions, platforms, and services that enables some of the world's leading healthcare and pharma organizations to deliver personalized healthcare, precision medicine, advances in drug discovery, development and efficacy, collaborative research and development, respond to real-world evidence, and accelerate their digital transformation. We combine our expertise in the healthcare technology domain, cloud technologies, DevOps and automation, data engineering, advanced analytics, security, compliance, and governance to deliver platforms and solutions that drive improved results in the complex workflows of Life Sciences, biotech, healthcare providers, and payers. Our differentiated solutions, enabled by our intellectual property and delivered as a service, provide advanced analytics, data science applications, and data aggregation in these highly regulated environments in a more compliant, secure, and cost-effective manner to our customers.

Our deep expertise in healthcare technology allows us to reinforce our clients' progress by accelerating their innovation. Our healthcare IT services include Electronic Health Records (EHR) and software implementation, optimization, extension to community partners, as well as application managed services, and backup and disaster recovery capabilities on public cloud. Our 24x7 managed services are used by hospitals and health systems, payers, Life Sciences, and biotech organizations in their effort to improve health outcomes and deliver deeper, more meaningful patient and consumer experiences. Through our services, our customers achieve a return on investment in their technology by delivering measurable improvements. Combined with our software and solutions, our services provide clients with an end-to-end partnership for their technology innovation.

Our Business Model

The majority of our revenue is generated by the AI powered Customer Engagement segment following the Company's acquisition of Teyame and Datono effective January 1, 2026, followed by the revenue earned through our 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.

Key Factors of Success

We believe that our future growth, market adoption, success, and the long-term value creation associated with Teyame and Datono acquisition through our wholly-owned subsidiary Teyame AI Holdings Inc., 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.

Investment in scaling the business

We need to continuously invest in sales, and marketing to promote our solutions to new and existing customers in various geographies, and other operational and administrative functions in systems, controls and governance to support our expected growth and our transition into a public company. We anticipate that our employee strength will increase over time because of such investments.

On June 16, 2025 (the "Closing date"), Healthcare Triangle, Inc. (the "Company"), through its wholly owned subsidiary QuantumNexis Inc., a Delaware corporation, entered into an Asset and Stock Transfer Agreement (the "Agreement") with Niyama Healthcare, Inc., a provider of Mental Health and Hospital Information Systems technology, across India, Southeast Asia, and Europe (the "Seller"). Pursuant to the Agreement, the Company agreed to purchase from the Seller (i) 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 total fair value of consideration transferred on the Acquisition Date was approximately $6,095, consisting of the following:

	●	Cash paid at closing and within 120 days after closing: $1,494
	●	Fair value of equity consideration: $4,601
	●	Fair value of contingent consideration (earn-out): $0

The deferred cash payment was discounted to present value using a market-based discount rate. The earn-out has been provisionally valued at nil based on initial probability-weighted revenue forecasts.

On January 22, 2026, Healthcare Triangle, Inc. entered into a share purchase agreement to acquire Teyame 360 S.L. ("Teyame") and Datono Mediacion S.L. ("Datono") through its wholly owned subsidiary Teyame AI Holdings Inc., effective January 1, 2026. The aggregate purchase price for the Acquired Companies is up to $50,000, subject to the terms and conditions set forth in the Share Purchase Agreement. The consideration consists of a cash payout of $15,000, with the balance settled through issuance of a combination of the Company's common stock, preferred stock, with an additional earnout component payable in the Company's preferred stock upon achievement of specified post-closing performance targets.

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 2026, (iii) $3,200 paid during April 2026, (iv)$1,400 paid during September 2026, and (v) $1,400 payable on the earlier of the conditions being met as outlined in the Share Purchase Agreement, or nine months from the date of the Share Purchase Agreement (but in no event prior to April 29, 2026).

The equity consideration includes: (a) restricted shares or pre-funded warrants of the Company's common stock with an agreed value of $12,000, and (b) a series of the Company's preferred stock with an agreed value of $18,000 that is convertible into the Company's common stock, subject to stockholders' approval. During the period ended September 30, 2026, a total of 488,703 shares of common equity (9,774,055 shares prior to the reverse split of 1:20 effected on October 26, 2026), were issued towards the full settlement of the equity component of purchase consideration of $12,000 and $18,000 respectively.

The number of shares of common stock issued as part of the equity consideration, and the number of shares of common stock underlying the preferred stock, were determined by reference to a "Base Price" equal to the average of the volume-weighted average prices ("VWAPs") of the Company's common stock for the five trading days immediately prior to the Closing Date, as further defined in the Share Purchase Agreement. The preferred stocks were converted into common stock subsequent to the stockholder approval on July 17, 2026 as contemplated by the Share Purchase Agreement.

The Share Purchase Agreement also provides for an earnout payable in the Company's preferred stock to certain key management employees of the Acquired Companies, with an aggregate value of up to $5,000, subject to achievement of specified annual targets as outlined in the Share Purchase Agreement.

Purchase consideration		Amount
Cash paid up to September 30, 2026		$	13,600
Purchase consideration payable as of September 30, 2026			1,400
Common stock			12,000
Preferred stock (convertible into common stock)			18,000
Earnout consideration			5,000
Total		$	50,000

The Company is in the process of determining the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date in accordance with ASC 805, Business Combinations. As the initial accounting for the business combination is incomplete as of the date of these financial statements, the Company has not yet finalized the purchase price allocation. The provisional amounts recognized reflect management's best estimates based on information available at this time.

The final purchase price allocation, including the determination of fair values of identifiable intangible assets, property and equipment, deferred tax assets and liabilities, and any resulting goodwill, will be completed as soon as practicable and within the measurement period of up to one year from the acquisition date as permitted under ASC 805-10-25-15. Any adjustments to the provisional amounts identified during the measurement period will be recognized in the reporting period in which the adjustment is determined, with a corresponding adjustment to goodwill.

Pending the purchase price allocation, the Company has provisionally recognized an amount of $53,547 as of January 1, 2026, as follows:

Current assets acquired:
Cash and cash equivalents				$	2
Accounts receivable, net					4,998
Other current assets					650
Total current assets				$	5,650
Non-current assets acquired:
Furniture and equipment, net				$	1,494
Operating lease right-of-use assets					1,419
Other non-current assets					206
Total assets acquired		(a)		$	8,769
Liabilities assumed:
Accounts payable				$	2,874
Operating lease liabilities					749
Short-term borrowing					5,659
Other current liabilities					1,875
Total current liabilities				$	11,157
Non-current liabilities assumed
Long term debt					367
Operating long-term lease liabilities					646
Other non-current liabilities					146
Total liabilities assumed		(b)			12,316
Net liabilities assumed		(c = a - b)		$	(3,547	)
Preliminary intangible assets		(d)		$	53,547
Total purchase consideration allocated (pending purchase price allocation)		(c + d)		$	50,000

Successful Integration of Teyame into the Healthcare Triangle

A critical factor to the success of the acquisition will be Healthcare Triangle's ability to effectively integrate Teyame's operations, technology platforms, people, and the go-to-market strategy into HCTI's broader healthcare operations. The integration process includes aligning product development roadmap, simplifying operational processes, consolidating administrative functions, and creating a combined portfolio of customer impacting solutions.

Healthcare Triangle expects the acquisition to enhance its capabilities in artificial intelligence-driven healthcare technologies, automation, data analytics, and intelligent workflow management. Successful integration will depend on maintaining operational continuity, retaining key personnel and customers, and minimizing disruptions during the transition period.

In addition, the integration of Teyame's AI-driven capabilities with HCTI's cloud infrastructure, data platforms, and healthcare technology services is expected to create cross-functional synergies that may improve scalability, customer engagement, and long-term recurring revenue opportunities.

Cross-selling and customer expansion opportunities

The acquisition enables Healthcare Triangle to cross-sell Teyame's solutions into its existing customer base while simultaneously introducing HCTI's broader portfolio of cloud, cybersecurity, managed services and data engineering to Teyame's customers.

These 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.

Future growth will depend on the Company's ability to execute coordinated sales and marketing initiatives, demonstrate measurable value to customers, and maintain high customer retention and satisfaction levels.

Adoption of Artificial Intelligence (AI) and enhancement of our Healthcare Technology capabilities

The acquisition of Teyame is expected to accelerate the pace of innovation and strengthen HCTI's strategic position 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.

As healthcare organizations increasingly adopt AI-enabled technologies to improve clinical outcomes, care delivery, streamline operations, and enhance decision-making, HCTI believes the combined technology solutions will support the expansion of differentiated service offerings across hospitals, health systems, and life sciences organizations. The acquisition is also expected to enhance HCTI's ability to integrate advanced analytics, automation, and data-driven intelligence into its broader healthcare technology ecosystem.

The Company's future success will depend on its ability to continuously enhance product functionality, maintain technological relevance in a rapidly evolving healthcare environment, and deliver measurable clinical, operational, and financial outcomes for customers. HCTI believes these capabilities will be important drivers of customer adoption, long-term retention, recurring revenue growth, and overall market expansion.

Adoption of our solutions by new and existing customers

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 geographies, 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.

Subscription services adoption

The key factor to our success in generating substantial recurring subscription revenues in future will be our ability to successfully market and persuade 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, 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 revenue growth.

Mix of solutions and software services revenues

Another factor to our success is the ability to sell our solutions to the existing software services customers. During the initial period of deployment by a customer, we generally provide a greater number of services including advisory, implementation and training. At the same time, many of our customers have historically purchased our solutions after the deployment. Hence, the proportion of total revenues for a customer associated with software services is relatively high during the initial deployment period. While our software services help our customers achieve measurable improvements and make them stickier, they have lower gross margins than solution-based revenue. Over time, we expect the revenues to shift towards recurring and subscription-based revenues.

Components of Results of Operations

Revenues

During the quarters ended September 30, 2026, and 2025, the Company generated revenues of approximately $9.12 million compared to revenue of $3.49 million respectively, which represents an increase of $5.63 million or 161% compared to the previous year comparative quarter.

We provide our services and manage our business under these operating segments:

	●	Software Services
	●	Managed Services and Support
	●	Customer Engagement Services
	●	All others

Software Services

The Company earns revenue primarily through the sale of software services that is generated from providing strategic advisory, implementation, and development services. The Company enters into Statement of Work (SOW) which provides for service obligations that need to be fulfilled as agreed with the customer. The majority of our software services arrangements are billed on a time and materials basis, and revenues are recognized over time based on time incurred and contractually agreed upon rates. Certain software services revenues are billed on a fixed fee basis and revenues are typically recognized over time as the services are delivered based on time incurred and customer acceptance. We recognize revenue when we have the right to invoice the customer using the allowable practical expedient under ASC 606-10-55-18 since the right to invoice the customer corresponds with the performance obligations completed.

Managed Services and Support

Managed Services and Support include post implementation support and cloud hosting. Managed Services and Support are a distinct performance obligation. Revenue for Managed Services and Support is recognized ratably over the life of the contract.

Customer Engagement Services

The Customer Engagement Services segment, acquired through business combination (see note 6), provides customer search, marketing, telemarketing and customer-support services to financial institutions, insurance companies and intermediaries, and other customers. These services include the promotion and distribution of banking, credit and insurance products; outbound and inbound telemarketing; lead generation and customer-search campaigns; appointment setting; customer service and satisfaction surveys; and technology-enabled digital marketing and customer-interaction services supporting customers' digital search and customer-care strategies.

The Company recognizes revenue from Customer Engagement Services in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as the Company satisfies its performance obligations by transferring the promised services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

Under these arrangements, the Company generally performs the customer-engagement services using its own personnel, processes, systems and operational infrastructure and is primarily responsible for fulfilling the promised services in accordance with contractual requirements and applicable quality standards. The Company has determined that it controls the specified services before they are transferred to the customer and, accordingly, acts as the principal in these arrangements and recognizes revenue on a gross basis.

Consideration under Customer Engagement Services arrangements is generally based on either a fee for each completed and validated outcome or an agreed hourly rate for services provided.

For success-based arrangements, revenue is recognized at a point in time when the applicable contractual outcome has been completed and validated by the customer in accordance with contractual terms. To the extent such consideration is variable, revenue is recognized only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur.

For hourly service arrangements, revenue is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of the Company's performance. Revenue is measured based on the contracted hourly rate and the actual hours of service provided during the applicable reporting period.

Revenue is presented net of estimated cancellations, penalties and other adjustments to the extent such amounts represent adjustments to the transaction price under the applicable customer contracts.

All others

This segment includes Platform Services revenue. A typical Platform Services contract would provide for some or all of the following types of services being provided to the customer: Data Analytics, Backup and Recovery, through our Platform with contract terms unique to each customer. The Company delivers Platform Services through its proprietary platform. Where third-party technology or infrastructure is included in the arrangement, the Company evaluates whether it is acting as principal or agent based on whether it controls the service before transfer to the customer.

The revenue from Platform services is a distinct performance obligation and recognized based on SSP. During the periods presented the Company generated revenue from Platform services on a fixed-price solutions delivery model. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract's total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized in full in the period in which the loss becomes probable and estimable.

Our contractual terms and conditions for revenue mandate that our services are documented and subject to inspection, testing at the time of delivery to customer. In addition, the Company needs to integrate seamlessly into the customers' systems. Also, the customer has a right to cancel all, or part of the services rendered if it is not in accordance with statement of work and within the stipulated time.

Cost of Revenue

Cost of revenue consists primarily of employee-related costs associated with the rendering of our services, including salaries, benefits and stock-based compensation expense, the cost of subcontractors, travel costs, cloud hosting charges and allocated overhead the cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to the direct labor costs and costs of subcontractors. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities.

While we may grow our headcount overtime to capitalize on our market opportunities, we believe our increased investment in automation, electronic health record integration capabilities, and economies of scale in our operating model, will position us to grow our platform solutions revenue at a greater rate than our cost of revenue.

Gross Margin

The gross margin generated by the Company has increased to 23% in the quarter ended September 30, 2026, as compared to 18% in the quarter ended September 30, 2025, respectively.

The Customer Engagement Services segment generated $1.82 million in segment gross profit at a gross margin of approximately 28%, above the Company's historical margin profile. The continued strength of this segment was the single largest driver of the Company's overall gross margin expansion, to 23% in the quarter ended September 30, 2026, from 18% in the quarter ended September 30, 2025.

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.

Operating Expenses

Research and Development

Research and development expense (majorly our investment in innovation) consists primarily of employee-related expenses, including salaries, benefits, incentives, employment taxes, severance, and equity compensation costs for our software developers, engineers, analysts, project managers, and other employees engaged in the development and enhancement of our cloud-based platform applications. Research and development expenses also include certain third-party consulting fees. Our research and development expense excludes any depreciation and amortization.

We expect to continue our focus on developing new product offerings and enhancing our existing product offerings. As a result, we expect our future research and development expense to increase in absolute dollars, although it may vary from period to period as a percentage of revenue.

Sales and Marketing

Sales and marketing expense consists primarily of employee-related expenses, including salaries, benefits, commissions, travel, discretionary incentive compensation, employment taxes, severance, and equity compensation costs for our employees engaged in sales, sales support, business development, and marketing. Sales and marketing expense also includes operating expenses for marketing programs, research, trade shows, and brand messages, and public relations costs.

We expect our future sales and marketing expenses to continue to increase in absolute dollar terms as we strategically invest to expand our business, although it may vary from period to period as a percentage of total revenues.

General and Administrative

Our general and administrative expenses consist primarily of employee-related expenses including salaries, benefits, discretionary incentive compensation, employment taxes, severance, and stock-based compensation expenses, for employees who are responsible for management information systems, administration, human resources, finance, legal, and executive management. The general and administrative expenses also include occupancy expenses (including rent, utilities, and facilities maintenance), professional fees, consulting fees, insurance, travel, contingent consideration, transaction costs, integration costs, and other expenses. Our general and administrative expenses exclude depreciation and amortization.

In the nearest future, we expect our general and administrative expenses to continue to increase to support business growth. Over the long term, we expect general and administrative expenses to decrease as a percentage of revenue.

Depreciation and Amortization Expenses

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

Other Income (Expense), Net

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

Deferred Revenues

Advanced billings to clients in excess of revenue earned are recorded as deferred revenue until the revenue recognition criteria are met.

Results of Operations

The following tables set forth selected unaudited condensed consolidated statements of operations and comprehensive loss data and such data as a percentage of total revenues for each of the periods indicated:

		Quarter ended September 30,
		2026				% Sales				2025				% Sales
Revenue		$	9,116				100	%		$	3,489				100	%
Less:
Cost of revenue (exclusive of depreciation /amortization)			7,035				77	%			2,871				82	%
Sales and marketing			1,538				17	%			1,022				29	%
General and administrative			2,213				24	%			2,085				60	%
Research and development			231				3	%			59				2	%
Bad debts expense / (reversal)			26				-	%			(20	)			(1	)%
Depreciation and amortization			74				1	%			63				2	%
Other income			(190	)			(2	)%			(731	)			(21	)%
Changes in fair value			629				7	%			-				-	%
Interest expense			80				1	%			32				1	%
Forex loss			26				-	%			14				-	%
Loss before income tax		$	(2,546	)			(28	)%		$	(1,906	)			(55	)%

Revenue from operations

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Revenue		$	9,116			$	3,489			$	5,627				161	%

Revenue increased by $5.63 million, or 161%, to $9.12 million for the quarter ended September 30, 2026, as compared to $3.49 million for the quarter ended September 30, 2025. Revenue from Customer Engagement Services, and All others increased in the current quarter, while revenue from Software Services and Managed Services and Support decreased.

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

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

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

(In thousands, except percentages)

		Quarter ended September 30, 2026								Quarter ended September 30, 2025
Customer		Amount				% of Revenue				Amount				% of Revenue
Customer 1		$	2,647				29	%		$	689				20	%
Customer 2			745				8	%			583				17	%
Customer 3			688				8	%			296				8	%
Customer 4			663				7	%			235				7	%
Customer 5		$	588				6	%		$	133				4	%

(*)	acquired as part of business combination during the period ended September 30, 2026.

The following table provides details of Customer 1 revenue by operating segments:

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Software services		$	-			$	-			$	-				-	%
Customer engagement services			2,647				-				2,647				100	%
Managed services and support			-				689				(689	)			(100	)%
Total Revenue		$	2,647			$	689			$	1,958				284	%

Total revenue from Customer 1 increased by $1.96 million, or 284%, to $2.65 million for the quarter ended September 30, 2026, as compared to $0.69 million for the quarter ended September 30, 2025. Customer 1 did not generate Software Services revenue in either the quarter ended September 30, 2026, or the quarter ended September 30, 2025. Customer engagement services revenue increased by $2.65 million, or 100%, to $2.65 million for the quarter ended September 30, 2026, as compared to nil for the quarter ended September 30, 2025. Managed Services and Support revenue decreased by $0.69 million, or 100%, to nil for the quarter ended September 30, 2026, as compared to $0.69 million for the quarter ended September 30, 2025.

Cost of Revenue (exclusive of depreciation/amortization)

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Cost of revenue (exclusive of depreciation/amortization)		$	7,035			$	2,871			$	4,164				145	%

Cost of revenue, excluding depreciation and amortization, increased by $4.16 million, or 145%, to $7.04 million for the quarter ended September 30, 2026, as compared to $2.87 million for the quarter ended September 30, 2025.

Research and Development

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Research and development		$	231			$	59			$	172				292	%

Research and Development expenses increased by $0.17 million, or 292%, to $0.23 million for the quarter ended September 30, 2026, as compared to $0.06 million for the quarter ended September 30, 2025.

Sales and Marketing

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Sales and marketing		$	1,538			$	1,022			$	516				50	%

Sales and Marketing expenses increased by $0.52 million, or 50%, to $1.54 million for the quarter ended September 30, 2026, as compared to $1.02 million for the quarter ended September 30, 2025.

Sales and Marketing expenses for the quarters ended September 30, 2026, and 2025, were $1,538 and $1,022, of which advertisement expenses were $891 and $649 respectively.

General and Administrative

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
General and administrative		$	2,213			$	2,085			$	128				6	%

General and Administrative expenses increased by $0.13 million, or 6%, to $2.21 million for the quarter ended September 30, 2026, as compared to $2.09 million for the quarter ended September 30, 2025.

Depreciation and Amortization

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Depreciation and amortization		$	74			$	63			$	11				17	%

Depreciation and Amortization expenses increased by $0.01 million, or 17%, to $0.07 million for the quarter ended September 30, 2026, as compared to $0.06 million for the quarter ended September 30, 2025.

Interest Expense

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Interest expense		$	80			$	32			$	48				150	%

Interest expenses increased by $0.05 million, or 150%, to $0.08 million for the quarter ended September 30, 2026, as compared to $0.03 million for the quarter ended September 30, 2025.

Other income

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Other income		$	190			$	731			$	(541	)			(74	)%

Other income decreased by $0.54 million, or 74%, to $0.19 million for the quarter ended September 30, 2026, as compared to $0.73 million for the quarter ended September 30, 2025.

Changes in fair value

		Quarter ended
		September 30,
		(In thousands)								Changes
		2026				2025				Amount				%
Changes in fair value		$	629			$	-			$	629				100	%

Changes in fair value increased by $0.63 million, or 100%, to $0.63 million for the quarter ended September 30, 2026, as compared to nil for the quarter ended September 30, 2025.

Forex loss

		Quarter ended
		September 30,
		(In thousands)								Changes
		2026				2025				Amount				%
Forex loss		$	26			$	14			$	12				86	%

Forex loss increased by $0.01 million, or 86%, to $0.03 million for the quarter ended September 30, 2026, as compared to $0.01 million for the quarter ended September 30, 2025.

Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025

Revenue increased by $17.41 million, or 162%, to $28.16 million for the nine months ended September 30, 2026, as compared to $10.75 million for the nine months ended September 30, 2025, primarily due to $19.71 million of revenue from the Customer Engagement Services segment acquired effective January 1, 2026. Revenue from Software Services decreased by $2.00 million, or 32%, to $4.30 million, and revenue from Managed Services and Support decreased by $0.30 million, or 7%, to $3.94 million, while revenue from All others remained unchanged at $0.21 million.

Cost of revenue, excluding depreciation and amortization, increased by $12.31 million, or 132%, to $21.62 million for the nine months ended September 30, 2026, as compared to $9.31 million for the nine months ended September 30, 2025, primarily due to $14.22 million of cost of revenue of the Customer Engagement Services segment. Gross margin increased to 23.2% for the nine months ended September 30, 2026, from 13.4% for the nine months ended September 30, 2025.

Sales and marketing expenses increased by $2.03 million, or 101%, to $4.04 million; general and administrative expenses increased by $5.79 million, or 130%, to $10.25 million; and research and development expenses increased by $0.11 million, or 43%, to $0.37 million, in each case for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, primarily reflecting the inclusion of the acquired Teyame and Datono operations and transaction, integration and professional costs. Depreciation and amortization increased by $1.34 million to $1.41 million, primarily due to amortization of intellectual property and depreciation of furniture and equipment.

Changes in fair value of $3.72 million for the nine months ended September 30, 2026 (nil for the nine months ended September 30, 2025) relate to the 2025 Convertible Notes and 2026 Convertible Notes, which are measured at fair value (see note 10). Interest expense decreased by $0.21 million, or 46%, to $0.25 million, and other income decreased by $0.22 million, or 26%, to $0.64 million. As a result, net loss increased to $13.15 million for the nine months ended September 30, 2026, from $4.97 million for the nine months ended September 30, 2025.

Revenue, Cost of Revenue and Operating Profit by Operating Segments

During the three months ended September 30, 2026, the Company refined and simplified the presentation of its segment disclosures in accordance with ASC 280, Segment Reporting, to better align with the financial information regularly provided to its Chief Operating Decision Makers ("CODMs") for evaluating operating performance and allocating resources.

We manage and report our business under four operating segments which are Software Services, Managed Services and Support, Customer Engagement Services, and All others.

The revised presentation focuses on reportable segment revenues, the measure of segment profit or loss used by the CODMs and other disclosures required under ASC 280. Amounts previously presented under "Corporate and Others" have been reclassified, as applicable, to "All others" non-reportable business activities or unallocated corporate reconciling items, as corporate activities do not constitute a reportable operating segment.

Comparative segment information for the three and nine months ended September 30, 2025 has been reclassified to conform to the current-period presentation. These changes have no impact on the Company's previously reported consolidated financial position, results of operations or cash flows.

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Software services		$	1,202			$	2,040			$	(838	)			(41	)%
Managed services and support			1,316				1,379				(63	)			(5	)%
Customer engagement services(*)			6,525				-				6,525				100	%
All others			73				70				3				4	%
Revenue		$	9,116			$	3,489			$	5,627				161	%

Revenue from Software services decreased by $0.84 million, or 41% to $1.20 million for the quarter ended September 30, 2026, as compared to $2.04 million for the quarter ended September 30, 2025. Revenue from Managed services and support decreased by $0.06 million, or 5% to $1.32 million for the quarter ended September 30, 2026, as compared to $1.38 million for the quarter ended September 30, 2025. Revenue from Customer engagement services increased by 100% to $6.53 million for the quarter ended September 30, 2026, as compared to nil for the quarter ended September 30, 2025. Revenue from all others increased by 4% to $0.07 million for the quarter ended September 30, 2026, as compared to $0.07 million for the quarter ended September 30, 2025.

Factors affecting revenues of Software Services, and Managed Services and Support

Our strategy is to achieve meaningful long-term revenue growth through sales of Managed Services and Support to existing and new clients within our target market. In order to increase our cross-selling opportunity between our operating segments and realize long time revenue growth, our focus has shifted more towards Managed Services and Support which is of recurring nature when compared to Software Services segment which is of 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.

Cost of Revenue

		Quarter ended September 30,								Changes
		2026				2025				Amount				%
Software services		$	1,041			$	1,738			$	(697	)			(40	)%
Managed services and support			1,009				1,092				(83	)			(8	)%
Customer engagement services			4,706				-				4,706				100	%
All others			279				41				238				580	%
Cost of revenue		$	7,035			$	2,871			$	4,164				145	%

Cost of revenue for Software services decreased by $0.70 million, or 40%, to $1.04 million for the quarter ended September 30, 2026, as compared to $1.74 million for the quarter ended September 30, 2025. Cost of revenue for Managed Services and Support decreased by $0.08 million, or 8%, to $1.01 million for the quarter ended September 30, 2026, as compared to $1.09 million for the quarter ended September 30, 2025. Cost of revenue for Customer engagement services increased by $4.71 million, or 100% for the quarter ended September 30, 2026, as compared to nil for the quarter ended September 30, 2025. Cost of revenue for all others increased by $0.24 million, or 580%, to $0.28 million for the quarter ended September 30, 2026, as compared to $0.04 million for the quarter ended September 30, 2025.

Segment operating results by reportable segments were as follows:

Operating results by Operating Segment

Three months ended September 30, 2026
		Software Services				Managed Services				Customer Engagement Services*				All others				Total Reportable Segments				Corporate and other items				Consolidated Total
Revenue		$	1,202				1,316				6,525				73				9,116				-				9,116
Cost of revenue			(1,041	)			(1,009	)			(4,706	)			(279	)			(7,035	)			-				(7,035	)
Sales and marketing			(117	)			(114	)			(444	)			-				(675	)			(863	)			(1,538	)
General and administrative			(186	)			(46	)			(1,259	)			-				(1,491	)			(722	)			(2,213	)
Others, net			(45	)			-				30				-				(15	)			(861	)			(876	)
Profit / (Loss) before income taxes		$	(187	)			147				146				(206	)			(100	)			(2,446	)			(2,546	)

(*)	represents segment acquired as part of business combination. See note 6(B) for details.

Three months ended September 30, 20251
		Software Services				Managed Services				Others				Total Reportable Segments				Corporate and other items				Consolidated Total
Revenue		$	2,040				1,379				70				3,489				-				3,489
Cost of revenue			(1,738	)			(1,092	)			(41	)			(2,871	)			-				(2,871	)
Sales and marketing			(280	)			(173	)			-				(453	)			(569	)			(1,022	)
General and administrative			(652	)			(299	)			-				(951	)			(1,134	)			(2,085	)
Others, net			-				-				-				-				583				583
Profit / (Loss) before income taxes		$	(630	)			(185	)			29				(786	)			(1,120	)			(1,906	)

(1)	Comparatives have been rearranged for the purposes of comparison.

Due from related parties:

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.

As of September 30, 2026, and December 31, 2025, the balances outstanding are $1,975, and $3,826 respectively. The balances are unsecured, non-interest bearing and are expected to be settled in the ordinary course of business, as outlined below:

-

$3,200 was advanced to SecureKloud Technologies Ltd. in connection with the design, develop and deliver an Integrated Health Advisory & Care Platform & Tools including certain artificial intelligence-enabled software tools and related intellectual property, intended to support the Company's current and future product offerings, During the period ended September 30, 2026, progress billings amounting to $1,225 were moved to platform work-in-progress (See note 9), and accordingly, $1,975 remained as advance as of September 30, 2026.

On June 24, 2026, the Company entered into a Securities Exchange Agreement with SecureKloud pursuant to which certain preferred equity securities held by SecureKloud were exchanged for shares of the Company's common stock on July 28, 2026, following receipt of stockholder approval. In connection with the July 28, 2026, exchange and extinguishment of the Series B Convertible Preferred Stock, the Company assessed the qualitative nature and integrated terms of its settlement with SecureKloud, a related party, and concluded that settlement of the $626 advance represented consideration transferred in the equity exchange rather than a separate settlement expense. Accordingly, the Company reversed the $626 provision during the period ended September 30, 2026, and included the advance settlement in the consideration accounted for directly within stockholders' equity. The adjustment reduced third-quarter expense and the deemed contribution arising from the preferred-stock extinguishment by $626 each. The combined adjustment was noncash and had no effect on total stockholders' equity at September 30, 2026. Management evaluated the quantitative and qualitative effects, including the nature of the transaction and its effects on earnings and earnings per share, and concluded that the matter was not material to the previously issued interim financial statements for the three and six months ended June 30, 2026, and that recognition of the adjustment in the third quarter did not materially affect the interim financial statements for the three and nine months ended September 30, 2026. See also note 13(B).

C.

Related party transactions:

Following are the transactions with related parties during the periods presented:

Related Parties		Nature of transactions		Quarter ended September 30, 2026				Quarter ended September 30, 2025
SecureKloud Technologies Limited, India		Services received and paid for		$	1,225			$	470
		Amounts advanced			-				525
Healthcare Triangle (Pvt.) Limited, India		Services received and paid for			530				-
		Amounts advanced			-				-
SecureKloud Technologies, Inc.		Services received and paid for			-				-
		Amounts advanced			-				-
		Services rendered			-				-
		Amounts collected by related party on behalf of the Company			-				27
		Rent expenses paid			-				44
Blockedge Technologies, Inc.		Services received and paid for			60				40
		Amounts advanced			-				140
		Revenue			-				9
Key management personnel		Remuneration			309				133
Board of Directors		Compensation			55				-
		Amount advanced		$	40				-

During the period ended September 30, 2026, the Company issued 1,781,745 shares (89,087 shares, subsequent to one-for-twenty reverse stock-split effective October 26, 2026) of common stock to Blockedge Technologies Inc., a subsidiary of SecureKloud Technologies Limited, India, and 1,046,422 shares (52,321 shares, subsequent to one-for-twenty reverse stock-split effective October 26, 2026) to Robinson Vincent, on behalf of SecureKloud Technologies Limited, India, in connection with extinguishment of 1,600,000 Preferred B stock previously held by SecureKloud Technologies Limited, India.

Liquidity and Capital Resources

Liquidity

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 September 30, 2026 is 0.62 compared to 1.03 as at December 31, 2025.

The Company's debt equity ratio, as at September 30, 2026, is 0.25, compared to 1.08 as at December 31, 2025.

The Company does not have inventory and hence the quick ratio is the same as the current ratio.

Sources of Liquidity

		As of September 30, 2026				As of September 30, 2025
Cash and cash equivalents		$	1,869			$	1,629

As of September 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $1.87 million. We have financed our operations primarily through financing activities, including sales of our common stock and debt financing. We believe our existing cash and cash equivalents, together with funds available under our At-the-Market Sales Agreement and Equity Line of Credit, will be sufficient to meet our working capital requirements 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.

We have incurred recurring losses from operations and negative operating cash flows, and as of September 30, 2026, our current liabilities of $14.38 million exceeded our current assets of $8.86 million. Our 2026 Convertible Notes, with a fair value of $3.60 million as of September 30, 2026, mature on December 12, 2026, and we are generally required to apply 25% of the net proceeds of specified financings toward their repayment. In addition, our ability to sell shares under the Equity Line of Credit and the At-the-Market Sales Agreement is subject to market conditions, trading volume, an effective registration statement and our continued listing on Nasdaq. On October 1, 2026, we received a Staff Delisting Determination from Nasdaq, and we are awaiting the decision of the Nasdaq Hearings Panel. If our common stock were delisted, or if we were otherwise unable to access these facilities on acceptable terms, our liquidity and our ability to fund operations and repay our obligations as they become due could be materially and adversely affected.

Cash Flows

The following table presents a summary of our consolidated cash flows provided by / (used in) operating, investing, and financing activities for the periods indicated:

		Nine months ended September 30, 2026				Nine months ended September 30, 2025
Cash flows used in operating activities		$	(10,207	)		$	(10,156	)
Cash flows used in investing activities			(10,699	)			(1,289	)
Cash flows provided by financing activities			15,168				13,054
Cumulative translation adjustment			(18	)			-
Net (decrease) / increase in cash and cash equivalents		$	(5,756	)		$	1,609

Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2026, was $(10.21) million compared to $(10.16) million for the nine months ended September 30, 2025.

Investing Activities

Net cash used in investing activities was $(10.70) million for the nine months ended September 30, 2026, compared to $(1.29) million for the nine months ended September 30, 2025.

Financing Activities

Net cash provided by financing activities was $15.17 million for the nine months ended September 30, 2026, compared to $13.05 million for the nine months ended September 30, 2025.

Off-Balance Sheet Arrangements

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 of September 30, 2026.