Healthcare Triangle, Inc. 8-K

What Happened

• Healthcare Triangle, Inc. (HCTI) announced it entered into a Share Purchase Agreement on January 22, 2026 and closed the acquisition on January 29, 2026 of all outstanding equity of Teyamé 360 S.L. and Datono Mediación S.L. The transaction is effective as of 12:01 a.m. ET on January 1, 2026.
• The aggregate purchase price is up to $50.0 million, payable via a mix of cash, restricted common shares, a convertible series of preferred stock, and an earnout in preferred stock tied to post-closing performance.

Key Details

• Cash payments: $3.0M previously paid (advance on Dec 3, 2025); $6.0M due on/before Jan 29, 2026; $3.0M due April 29, 2026; plus $3.0M payable on earlier of certain VAT/waiver clearances or six months from the agreement date (but not before April 29, 2026).
• Equity consideration: $12.0M in restricted common stock and $18.0M in a convertible preferred series (conversion into common stock requires shareholder approval). The number of shares issued uses a Base Price tied to VWAP prior to closing.
• Earnout and contingencies: Up to $5.0M in preferred stock earnouts (two $2.5M tranches) tied to gross revenue and EBITDA targets for fiscal years ending Dec 31, 2026 and Dec 31, 2027. Purchase price may be adjusted downward if post-closing financial reviews show results below the pricing assumptions.
• Limits and protections: The agreement includes a mechanism to avoid issuing more than 19.99% of outstanding common stock at closing (excess issuance may be satisfied with a pre-funded warrant), indemnification with thresholds and caps, and a two-year non-compete for certain sellers.

Why It Matters

• This is a material acquisition that expands Healthcare Triangle’s footprint via two Spanish companies and introduces up to $50.0M of new consideration that combines immediate cash obligations and significant equity issuance.
• Investors should note potential dilution from the equity and convertible preferred issuance (subject to conversion approval), scheduled cash outflows in 2026, contingent earnouts tied to 2026–2027 performance, and possible post-closing purchase-price adjustments based on actual results.
• The securities issued were unregistered and were issued in a private transaction relying on Securities Act exemptions. The retroactive effective date (Jan 1, 2026) may affect how the acquisition is recorded in the Company’s 2026 financials.