Healthcare Triangle, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2026, Healthcare Triangle, Inc. (“HCTI” or the “Company”), a Delaware corporation, entered into (i) a Separation and Distribution Agreement (the “Separation Agreement”) and (ii) a Transition Services Agreement (the “Services Agreement” and, together with the Separation Agreement, the “Transaction Agreements”) with Teyame AI Holdings, Inc. (“Teyame”), a Delaware corporation and direct, wholly-owned subsidiary of the Company, in connection with the planned separation and spin-off of Teyame from the Company (the “Spin-Off”). Prior to the date of the Separation Agreement, HCTI formed Teyame as a wholly-owned subsidiary incorporated under the laws of the State of Delaware for the purpose of acquiring and holding Teyamé 360, S.L. and Datono Mediación S.L. (each incorporated in Spain, and collectively, the “Acquired Companies”) pursuant to a Share Purchase Agreement dated January 22, 2026 (the “SPA”). In connection with the Spin-Off, HCTI intends to distribute a minority interest in the outstanding shares of common stock of Teyame (“Teyame Common Stock”) to holders of HCTI common stock (“HCTI Common Stock”) on a pro rata basis (the “Distribution”). HCTI will remain the majority holder of the outstanding Teyame Common Stock following the Distribution. Following the Distribution, HCTI and Teyame intend to operate as separate public companies, subject to HCTI’s continuing ownership interest in Teyame and any consolidation requirements under applicable accounting standards. The Spin-Off is currently expected to constitute a taxable distribution for U.S. federal income tax purposes under Sections 311(b) and 301 of the Internal Revenue Code of 1986, as amended (the “Code”). Separation Agreement The Separation and Distribution The Separation Agreement provides that, on the closing date of the Spin-Off (the “Closing Date”), the parties will take all actions necessary to accomplish the separation plan contemplated by the Separation Agreement (the “Separation Plan”). The Distribution will be effected on a pro rata basis to holders of HCTI Common Stock by means of book-entry transfer through a distribution agent designated pursuant to a distribution agent agreement (the “Distribution Agent”). No fractional shares of Teyame Common Stock will be distributed; instead, cash will be paid in lieu of fractional sh