UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-40903

HEALTHCARE TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-3559776
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7901 Stoneridge Drive, Suite 220 Pleasanton, CA		94588
(Address of principal executive officer)		(Zip Code)

(925) 270-4812
(Registrant’s telephone number, including area code)

Title of each class		Ticker Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		HCTI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of November 13, 2025, 7,261,344 shares of the registrant’s common stock, $0.00001 par value per share, were issued and outstanding.

Table of Contents

Note About Forward-Looking Statements		ii
PART I – FINANCIAL INFORMATION		1
Item 1. Financial statements		1
Unaudited Condensed Consolidated Balance sheets		1
Unaudited Condensed Consolidated Statements of Operations		2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		3
Unaudited Condensed Consolidated Statements of Cash Flows		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3. Quantitative and Qualitative Disclosures About Market Risk		44
Item 4. Controls and Procedures		44
PART II - OTHER INFORMATION		45
Item 1. Legal Proceedings		45
Item 1A. Risk Factors		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3. Defaults Upon Senior Securities		45
Item 4. Mine Safety Disclosures		45
Item 5. Other Information		45
Item 6. Exhibits		46
Signatures		47

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, involving substantial risks and uncertainties. The words “believe,” “may,” “will,” “potentially,” “plan,” “could,” “should,” “predict,” “ongoing,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “seek,” or the negative of these words, or terms or similar expressions conveying uncertainty of future events or outcomes, or that concern our expectations, strategy, plans or intentions, are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, or expected. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed under the heading “Risk Factors” and in our publicly available filings and press releases. These statements include, among other things, those regarding:

●

our ability to continue to add new customers and increase sales to our existing customers;

●

our ability to develop new solutions and bring them to market in a timely manner;

●

our ability to timely and effectively scale and adapt our existing solutions;

●

our dependence on establishing and maintaining a strong brand;

●

the occurrence of service interruptions and security or privacy breaches and related remediation efforts and fines;

●

system failures or capacity constraints;

●

the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;

●

our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including changes in technology and development, marketing and advertising, general and administrative and customer care expenses, and our ability to achieve and maintain future profitability;

●

our ability to continue to efficiently acquire customers, maintain our high customer retention rates and maintain the level of our customers’ lifetime spend;

●

our ability to provide high quality customer care;

●

the effects of increased competition in our markets and our ability to compete effectively;

●

our ability to grow internationally;

●

the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;

●

our ability to effectively manage our growth and associated investments, including our migration of the vast majority of our infrastructure to the public cloud;

●

our ability to maintain our relationships with our partners;

●

adverse consequences of our substantial level of indebtedness and our ability to repay our debt;

●

our ability to maintain, protect and enhance our intellectual property;

●

our ability to maintain or improve our market share;

●

sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;

●

beliefs and objectives for future operations;

●

our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States (U.S.) and internationally;

●

economic and industry trends or trend analysis;

●

our ability to attract and retain qualified employees and key personnel;

●

anticipated income tax rates, tax estimates and tax standards;

●

interest rate changes;

●

the future trading prices of our common stock;

●

our expectations regarding the outcome of any regulatory investigation or litigation;

●

the amount and timing of future repurchases of our common stock under any share repurchase program;

●

the potential impact of shareholder activism on our business and operations;

●

the length and severity of the coronavirus (COVID-19) pandemic and its impact on our business, customers and employees; as well as other statements regarding our future operations, financial condition, growth prospects and business strategies.

We operate in very competitive and rapidly-changing environments, and new risks emerge from time-to-time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in our forward looking statements are reasonable, we cannot guarantee the future results, levels of activity, performance or events and circumstances described in the forward looking statements will be achieved or occur. Neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to confirm such statements to actual results or to changes in our expectations, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context suggests otherwise, references to “Healthcare Triangle,” “company,” “we,” “us” and “our” refer to Healthcare Triangle Inc. and its consolidated subsidiaries.

iii

PART I

FINANCIAL INFORMATION

Item 1. Financial statements (In thousands of US $, unless otherwise noted)

HEALTHCARE TRIANGLE, INC.

Interim Condensed Consolidated Balance Sheets

		September 30,			December 31,
	Note	2025			2024
		(Unaudited)			(Audited)

Assets
Current assets
Cash and cash equivalents		$	1,629		$	20
Accounts receivable, net	3.1		2,441			1,110
Due from affiliates	3.6		3,502			497
Other current assets	3.5		370			322
Total current assets			7,942			1,949
Furniture and equipment, net	3.2		5			12
Goodwill and other intangibles, net	3.3		5,891			-

Total current and non-current assets		$	13,838		$	1,961

Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	3.3	$	1,308		$	2,539
Short term borrowing	3.9		1,530			2,650
Other current liabilities	3.10		1,074			1,386
Total current liabilities			3,912			6,575
Long-term liabilities
Contingent consideration	3.7		1,200			500
Total current and long-term liabilities		$	5,112		$	7,075

Stockholders’ equity
Series B Preferred Stock, par value $0.00001; 10,000,000 authorized, issued convertible preferred stock 1,600,000 as of September 30, 2025, and December 31, 2024	3.8	$	7,435		$	7,435
Series A, Super Voting Preferred Stock - 20,000 shares (1,000 votes per share)			-			-
Common stock, par value $0.00001; 2,000,000,000 authorized, 4,443,788 and 22,759 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively			11			-
Equity to be issued			3,000			-
Additional paid-in capital			36,818			21,022
Noncontrolling interest			(18	)		-
Accumulated deficit			(38,520	)		(33,571	)
Total stockholders’ equity / (deficit)			8,726			(5,114	)
Total liabilities and stockholders’ equity		$	13,838		$	1,961

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HEALTHCARE TRIANGLE, INC.

Unaudited Condensed Consolidated Statements of Operations

		Three Months Ended September 30,						Nine Months Ended September 30,
	Note	2025			2024			2025			2024
Net revenue		$	3,489		$	2,413		$	10,752		$	9,506
Cost of revenue (exclusive of depreciation and amortization, shown separately below)			(2,871	)		(1,691	)		(9,310	)		(6,872	)
Operating expenses
General and administrative			(2,085	)		(1,077	)		(4,464	)		(3,157	)
Sales and marketing			(1,022	)		(294	)		(2,012	)		(1,808	)
Research and development			(59	)		(175	)		(257	)		(509	)
Depreciation and amortization	3.2		(63	)		(343	)		(75	)		(1,413	)
(Allowance)/Reversal for current expected credit loss	3.1		20			-			20			-
Total operating expenses			(3,209	)		(1,889	)		(6,788	)		(6,887	)
Loss from operations			(2,591	)		(1,167	)		(5,346	)		(4,253	)
Other income			731			-			854			-
Interest expense			(32	)		(80	)		(467	)		(360	)
Foreign exchange loss			(14	)		-			(14	)		-
Loss before income tax			(1,906	)		(1,247	)		(4,973	)		(4,613	)
Provision for income tax			-			(2	)		-			(8	)
Net loss		$	(1,906	)	$	(1,249	)	$	(4,973	)	$	(4,621	)
Other comprehensive income (OCI)
Foreign currency translation gain			6			-			6			-
Comprehensive loss		$	(1,900	)		(1,249	)		(4,967	)		(4,621	)
Comprehensive loss attributable to:
Stockholders			(1,882	)					(4,949	)		-
Noncontrolling interest			(18	)					(18	)		-

Net loss per common share - basic and diluted, attributable to:
Stockholders	7		(0.42	)		(54.78	)		(2.23	)		(224.10	)
Noncontrolling interest	7		(0.00	)		-			(0.01	)		-
Weighted average shares outstanding used in per common share computations:
Basic and diluted			4,443,784			22,756			2,215,435			20,674

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HEALTHCARE TRIANGLE, INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholder’s Equity

	Preferred stock (Series A)				Preferred stock (Series B)				Common stock						Additional paid-in			Equity to be		Non- controlling			Retained			Total stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			capital			issued		interest			earnings			equity
Three months ended September 30,2025
Balance at June 30, 2025		20,000	$	-		1,600,000	$	7,435		5,831,829		$	14		$	39,399		$	-	$	-		$	(36,638	)	$	10,210

Net loss		-		-		-		-		-			-			-			-		(18	)		(1,888	)		(1,906	)

Effects of exchange translation reserve (OCI)		-		-		-		-		-			-			-			-		-			6			6
Issue of Options (ISO/NSO)		-		-		-		-		-			-			416			-		-			-			416

Cancellation of shares		-		-		-		-		(1,388,041	)		(3	)		(2,997	)		-		-			-			(3,000	)

Shares to be issued		-		-		-		-		-			-			-			3,000		-			-			3,000

Balance at Sept 30, 2025		20,000		-		1,600,000		7,435		4,443,788			11			36,818			3,000		(18	)		(38,520	)		8,726
Nine months ended September 30, 2025

SEC Form 10-Q filed by Healthcare Triangle Inc.