Healthcare Triangle, Inc.: Form 10-Q for the period ended Mar 31, 2026

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 looking statements as a result of various factors, including those discussed below and elsewhere in this report, and in the sections entitled “Note Regarding 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”)

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 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, transferred its Life Sciences business to us. As of March 31, 2026, we had a total of 41 full time employees and 32 sub-contractors, including 36 certified cloud engineers, 25 Epic Certified EHR experts, 9 MEDITECH Certified EHR experts and 3 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 March 31, 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.

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 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 Teyame following the acquisition by Healthcare Triangle, Inc (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.

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 to 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. 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 East 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 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 (1,388,041 pre-reverse-split restricted common shares issued): $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. This amount is subject to revision within the measurement period ending June 16, 2026, as management finalizes its assessment of the earn-out targets and market-based inputs.

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. 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 component and equity component, 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 on April 20, 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).

The final determination of the fair values, purchase consideration, related income tax impacts and residual 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 GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

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.

This 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 positioning 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 quarter ended March 31, 2026 and 2025, the Company generated revenues of approximately $9.85 million compared to revenue of $3.70 million respectively which represents an increase of $6.15 million or 166% 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
• Corporate and 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 includes services rendered to financial institutions in connection with the promotion and distribution of banking and credit products; services provided as an external collaborator to insurance intermediaries in the distribution of insurance products; outbound and inbound telemarketing; customer acquisition campaigns; appointment setting; customer service and satisfaction surveys; and technology-enabled digital marketing and customer-interaction services that support customers’ digital customer-acquisition and customer-care strategies.

Under these arrangements, the company typically acts as an intermediary or service provider, identifying and contacting potential customers or insureds, explaining product features, collecting and submitting applications or leads, and performing related administrative tasks and customer-care activities in accordance with the instructions, scripts and quality standards agreed with each customer. Consideration may be in the form of commissions based on

approved and issued banking or credit products or concluded or renewed insurance policies, or service fees based on time-and-effort, unit-based pricing, fixed price per completed output, or milestone-based pricing, as specified in the contract.

Commission revenue is recognized when the company’s services under the relevant transaction have been performed and the specified approval, issuance, conclusion or renewal conditions have been met under the contract. Revenue from time-based or unit-based services is recognized as the underlying services are performed and the corresponding measurable outputs are delivered in accordance with the contract. Revenue under fixed-price or milestone-based arrangements is recognized over me as the related services are performed and contractual milestones are achieved.

Corporate and Others

This segment includes Platform Services revenue, alongside unallocated corporate head office costs. 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

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.

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:

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Revenue from operations

Revenue increased by $6.15 million, or 166% to $9.86 million for the quarter ended March 31, 2026, as compared to $3.70 million for the quarter ended March 31, 2025. Revenue from Software Services, Managed Services and Support, Insurance Mediation, Direct Marketing and Corporate and Others revenue have increased in the current quarter.

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

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

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

(In thousands, except percentages)

(*) acquired as part of business combination during the period ended March 31, 2026.

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

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

Cost of Revenue (exclusive of depreciation/amortization)

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

Research and Development

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

Sales and Marketing

Sales and Marketing expenses increased by $1.41 million, or 377% to $1.78 million for the quarter ended March 31, 2026, as compared to $0.37 million for the quarter ended March 31, 2025.

Sales and Marketing expenses for the quarters ended March 31, 2026, and 2025, were 1,779 and 373, of which advertisement expenses were $1,548 and $58 respectively.

General and Administrative

General and Administrative expenses increased by $2.02 million, or 169% to $3.22 million for the quarter ended March 31, 2026, as compared to $1.20 million for the quarter ended March 31, 2025.

Depreciation and Amortization

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

Interest Expense

Interest expenses decreased by $0.33 million, or 79% to $0.09 million for the quarter ended March 31, 2026, as compared to $0.41 million for the quarter ended March 31, 2025.

Other income

Other income decreased by $0.10 million, or 93% to $0.01 million for the quarter ended March 31, 2026, as compared to 0.11 million for the quarter ended March 31, 2025.

Changes in fair value

(In thousands)

Changes in fair value increased by $2.44 million to $2.44 million for the quarter ended March 31, 2026, as compared to $0 for the quarter ended March 31, 2025.

Forex loss

(In thousands)

Forex loss increased by $0.06 million to $0.06 million for the quarter ended March 31, 2026, as compared to $0 for the year quarter ended March 31, 2025.

Revenue, Cost of Revenue and Operating Profit by Operating Segment

We manage and report our business under two operating segments which are Software services and Managed services and support.

Revenue from Software services decreased by $0.02 million, or 1% to $1.63 million for the quarter ended March 31, 2026, as compared to $1.65 million for the quarter ended March 31, 2025. Revenue from Managed services and support decreased by $0.70 million, or 35% to $1.28 million for the quarter ended March 31, 2026, as compared to $1.98 million for the quarter ended March 31, 2025. Revenue from Customer engagement services increased by $6.87 million, or 100% to $6.87 million for the quarter ended March 31, 2026, as compared to nil for the quarter ended March 31, 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

Cost of revenue from Software services decreased by $0.16 million, or 10% to $1.38 million for the quarter ended March 31, 2026, as compared to $1.54 million for the quarter ended March 31, 2025. Cost of revenue from Managed Services and Support decreased by $0.81 million, or 44% to $1.02 million for the quarter ended March 31, 2026, as compared to $1.82 million for the quarter ended March 31, 2025. Cost of revenue from Customer engagement services increased by $4.80 million, or 100% to $4.85 million for the quarter ended March 31, 2026, as compared to nil for the quarter ended March 31, 2025. Cost of revenue from corporate and others increased by $0.20 million, or 2,256% to $0.21 million for the quarter ended March 31, 2026, as compared to $0.09 million for the quarter ended March 31, 2025.

Segment operating results by reportable segments were as follows:

Operating results by Operating Segment

Three months ended March 31, 2026

(*) Acquired as part of business combination during the period ended March 31, 2026.

Three months ended March 31, 2025

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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.

The balance outstanding from SecureKloud Technologies Limited as of March 31, 2026, and December 31, 2025, is $3,826. The balance is unsecured, non-interest bearing and is expected to be settled in the ordinary course of business, as outlined below:

• $3,200 was advanced 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 at a cost not-to-exceed $3,200, and
• $626 for provision of certain services to the Company. These advances are expected to be settled in the ordinary course of business.

C. Related party transactions:

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

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 March 31, 2026 is 0.90 compared to 1.33 as at December 31, 2025.

The Company’s current debt equity ratio, as at March 31, 2026 financial statement is 0.21, 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

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As of March 31, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $4.31 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.

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:

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2026, was $(6.86) million compared to $(5.56) million for the three months ended March 31, 2025.

Investing Activities

Net cash used in investing activities was $(6.02) million for the three months ended March 31, 2026, compared to nil for the three months ended March 31, 2025.

Financing Activities

Cash inflow from financing activities was $9.48 million for the three months ended March 31, 2026, compared to a net inflow of $12.36 million for the three months ended March 31, 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 defined by Item 303(a)(4) of SEC Regulation S-K, as of March 31, 2026.

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Operating Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision of and with the participation of our management, including our Chief Operating Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Operating Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on April 16, 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.