Healthcare Triangle, Inc. Announces Spin-Off of Teyame AI Holdings

What Happened

• Healthcare Triangle, Inc. (HCTI) announced on Sept. 2, 2026 that it entered into a Separation and Distribution Agreement and a Transition Services Agreement with its newly formed, wholly owned subsidiary Teyame AI Holdings, Inc. (Teyame) in connection with a planned spin-off of a minority interest in Teyame to HCTI shareholders.
• Teyame was formed to acquire and hold Teyamé 360, S.L. and Datono Mediación S.L. under a Share Purchase Agreement dated Jan. 22, 2026. After the Distribution, HCTI will remain the majority holder of Teyame stock; Teyame is expected to file a Form 10 and seek Nasdaq listing.
• The Distribution is currently expected to be taxable for U.S. federal income tax purposes under Sections 311(b) and 301 of the Internal Revenue Code.

Key Details

• Agreements executed: Separation and Distribution Agreement and Transition Services Agreement, both dated Sept. 2, 2026.
• Distribution mechanics: minority interest distributed pro rata to HCTI common shareholders via book-entry; no fractional shares (cash paid in lieu); Effective Time set at 12:01 a.m. ET on the Distribution date.
• Conditions: Distribution subject to Teyame’s Form 10 becoming effective, Nasdaq approval (subject to issuance notice), and absence of court or regulatory restraints.
• Transition services: HCTI will provide Accounting, HR/Admin, Legal/Compliance, Contracting/Procurement and IT services; Teyame billed monthly, payments due within 15 days; late payments interest = prime + 2%.
• Other commercial terms: HCTI retains registration rights on Teyame shares (demand, shelf, piggyback); Teyame will assume SPA obligations but HCTI remains jointly and severally liable for unpaid SPA consideration and will be reimbursed by Teyame within 5 business days for any payments HCTI makes.

Why It Matters

• For HCTI investors: the spin-off creates a separate public company (Teyame) focused on recently acquired Spanish businesses, which could change HCTI’s business mix and investor focus while HCTI retains majority ownership and certain resale rights.
• Tax and reporting impact: the Distribution is expected to be taxable to shareholders and the company; Teyame will take on independent SEC reporting and Nasdaq listing responsibilities, which may change disclosure and financial reporting for both companies.
• Financial/operational ties remain: transitional services, registration rights, joint SPA liabilities, and intercompany settlement rules mean ongoing operational and financial connections that investors should monitor in future filings.