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What changed in Healthcare Triangle, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Healthcare Triangle, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+159 added−150 removedSource: 10-K (2026-04-15) vs 10-K (2025-03-31)

Top changes in Healthcare Triangle, Inc.'s 2025 10-K

159 paragraphs added · 150 removed · 112 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCloudEz offers cloud services to highly regulated industries, including healthcare, Life Sciences, and pharma and biotech organizations, in their cloud transformation journey. It leverages a library of infrastructure and application code developed ‘in-house’ to deliver infrastructure services that are secure and compliant.
Biggest changeCloudEz Technology Platform CloudEz is an enterprise multi-cloud transformation and management platform that enables customers to manage their cloud infrastructure across private, hybrid, and public cloud infrastructures from providers such as AWS, Microsoft Azure, and Google Cloud. CloudEz offers cloud services to highly regulated industries, including healthcare, Life Sciences, and pharma and biotech organizations, in their cloud transformation journey.
We help our customers analyze and identify suitable cloud options for their IT enterprise by clearly defining strategies of the cloud and the roadmap for its transformation. Our experts create secure, scalable, innovative, and robust cloud solutions that address the requirements of healthcare organizations by performing a detailed evaluation of technical compatibility and business objectives. 2.
We help our customers analyze and identify suitable cloud options for their IT enterprise by clearly defining strategies of the cloud and the roadmap for its transformation. Our experts create secure, scalable, innovative, and robust cloud solutions that address the requirements of healthcare organizations by performing a detailed evaluation of technical compatibility and business objectives. 8 2.
The majority of our revenue is generated by our full-time employees who provide software services and Managed Services and Support to our clients. Our software services include strategic advisory, implementation and development services and Managed Services and Support include post implementation support and cloud hosting.
The majority of our revenue is generated by our full-time employees who provide Software Services and Managed Services and Support to our clients. Our Software Services include strategic advisory, implementation and development services, whereas Managed Services and Support include post implementation support and cloud hosting.
Analytics workbench enables agile analytics, by providing capabilities of data discovery, model building, model management, model consumption, visualization, and workflow management in an integrated platform to accelerate the data science life cycle using AI/ML algorithms as well as data analytics at scale. 7 DataEz Platform Architecture: DataEz platform architecture is composed of various stages of data pipeline management including ingestion, quarantine, pre-curated, data curated, analytics/data warehouse, visualization/data warehouse and visualization/data science.
Analytics workbench enables agile analytics, by providing capabilities of data discovery, model building, model management, model consumption, visualization, and workflow management in an integrated platform to accelerate the data science life cycle using AI/ML algorithms as well as data analytics at scale. 6 DataEz Platform Architecture: DataEz platform architecture is composed of various stages of data pipeline management including ingestion, quarantine, pre-curated, data curated, analytics/data warehouse, visualization/data warehouse and visualization/data science.
By implementing automated BOTs, our operations centre ensures our clients have a de-risked cloud environment by ensuring continuous security and regulatory compliance. 4. Healthcare Cloud Backup and Disaster Recovery (BU/DR): Our cloud disaster recovery solution is a fully managed infrastructure solution that enables hospitals to host their DR instances on public cloud platforms such as AWS.
By implementing automated BOTs, our operations center ensures our clients have a de-risked cloud environment by ensuring continuous security and regulatory compliance. 4. Healthcare Cloud Backup and Disaster Recovery (BU/DR): Our cloud disaster recovery solution is a fully managed infrastructure solution that enables hospitals to host their DR instances on public cloud platforms such as AWS.
CloudEz platform has several security controls including identity & access management, cloud security & governance, data security, security information & event management, network and application security. 6 DataEz technology platform Managing a data and data analytics platform is cumbersome with numerous moving components and current best practices that are prone to over-complication.
CloudEz platform has several security controls including identity & access management, cloud security & governance, data security, security information & event management, network and application security. 5 DataEz Technology Platform Managing a data and data analytics platform is cumbersome with numerous moving components and current best practices that are prone to over-complication.
Readabl.AI ensures that the necessary health information is available for patient care with reduced labor requirements and faster processing. 8 Readabl.AI is offered as a solution on public cloud marketplaces such as Google Cloud marketplace and is commercially available on a Software-as-a-Service (SaaS) subscription model.
Readabl.AI ensures that the necessary health information is available for patient care with reduced labor requirements and faster processing. 7 Readabl.AI is offered as a solution on public cloud marketplaces such as Google Cloud marketplace and is commercially available on a Software-as-a-Service (SaaS) subscription model.
Our service offerings include risk assessment, recommendations for most effective tools and processes, continuous monitoring of systems and backup and recovery plan. 9 Healthcare IT Services : Healthcare IT is a separate service we provide primarily to hospitals and healthcare centres. Our healthcare IT services are utilized by 100+ hospitals across the US.
Our service offerings include risk assessment, recommendations for most effective tools and processes, continuous monitoring of systems and backup and recovery plan. Healthcare IT Services : Healthcare IT is a separate service we provide primarily to hospitals and healthcare centers. Our healthcare IT services have been utilized by 100+ hospitals across the US.
We do not yet have enough information about our competition or customer acceptance of the proposed SaaS offerings to determine whether or not recurring subscription revenue will have a material impact on our revenue growth. Our SaaS offerings have been launched and commercially available for customers.
We do not yet have enough information about our competition or customer acceptance of the proposed SaaS offerings to determine whether or not recurring subscription revenue will have a material impact on our revenue growth.
We conduct our business directly with hospitals and other healthcare providers. Our Healthcare IT services include systems selection, EHR implementation, post-implementation support to manage EHRs, legacy support, optimization, training, and creation of efficient EHR systems, and improvement of clinical outcomes for hospitals.
Our Healthcare IT services include systems selection, EHR implementation, post-implementation support to manage EHRs, legacy support, optimization, training, and creation of efficient EHR systems, and improvement of clinical outcomes for hospitals.
The US healthcare cloud transformation services market is expected to grow to $34.4 billion by 2033 with 12.1% CAGR during the period 2025 to 2033 as per IMARC Group (2). SkyQuest business report estimates that the global market for healthcare data science and analytics will be $266.6 billion by 2032 with a CAGR of 25.6% (3).
The US healthcare cloud transformation services market is expected to grow to $35.8 billion by 2034 with 11.5% CAGR during the period 2026 to 2034 as per IMARC Group (1) . SkyQuest business report estimates that the global market for healthcare data science and analytics will be $266.03 billion by 2034 with a CAGR of 25.6% (2) .
Readabl.AI uses state-of-the-art public cloud artificial intelligence and machine learning to recognize and extract healthcare information from documents, faxes, and narrative reports. Including Readabl.AI in customer organization’s workflow improves patient care and clinical efficiencies while maintaining security & confidentiality.
Healthcare organizations demand an advanced automation solution to easily convert paper-based unstructured data into meaningful information for patient care. Readabl.AI uses state-of-the-art public cloud artificial intelligence and machine learning to recognize and extract healthcare information from documents, faxes, and narrative reports. Including Readabl.AI in customer organization’s workflow improves patient care and clinical efficiencies while maintaining security & confidentiality.
Our readabl.ai platform uses state-of-the-art public cloud artificial intelligence and machine learning to recognize and extract healthcare information from documents, faxes, and narrative reports. ● Technology Enabled Services: our ability to deliver world-class services in the areas of cloud technologies, data, AI/ML, security, compliance, governance and extend these capabilities with clinical and operational consultants that work across the healthcare industry to improve patient and consumer outcomes. 1 ● Expertise in Compliance: our compliance and validation experts enable us to implement Health Insurance Portability and Accountability Act (HIPAA) requirements in GxP regulated establishments; GxP encompasses a broad range of compliance-related activities such as Good Laboratory Practices (GLP), Good Clinical Practices (GCP), and Good Manufacturing Practices (GMP).
Built as a cloud-based SaaS platform, Ezovion enables connected healthcare with secure data exchange and intelligent insights for healthcare providers. ● Technology Enabled Services: our ability to deliver world-class services in the areas of cloud technologies, data, AI/ML, security, compliance, governance and extend these capabilities with clinical and operational consultants that work across the healthcare industry to improve patient and consumer outcomes. 1 ● Expertise in Compliance: our compliance and validation experts enable us to implement Health Insurance Portability and Accountability Act (HIPAA) requirements in GxP regulated establishments; GxP encompasses a broad range of compliance-related activities such as Good Laboratory Practices (GLP), Good Clinical Practices (GCP), and Good Manufacturing Practices (GMP).
The platforms enable healthcare organizations to implement highly sophisticated value-based initiatives on a very large scale. At the core of value-based initiatives is the need to aggregate and analyze data, garner meaningful insight from the results, and use these insights to drive material change to outcomes and economics.
At the core of value-based initiatives is the need to aggregate and analyze data, garner meaningful insight from the results, and use these insights to drive material change to outcomes and economics.
For example, our Readabl.AI is a Google Cloud-based AI/ML platform to ingest documents, which provides OCR (optical character recognition) capabilities with Natural Language Processing where the patient information is extracted and matched/validated with healthcare providers’ EHR system via FHIR (Fast Healthcare Interoperability Resources) API.
For example, our Readabl.AI is a Google Cloud-based AI/ML platform to ingest documents, which provides OCR (optical character recognition) capabilities with Natural Language Processing where the patient information is extracted and matched/validated with healthcare providers’ EHR system via FHIR (Fast Healthcare Interoperability Resources) API. 4 Our Technology and Services We offer two proprietary software platforms, CloudEz and DataEz, for cloud transformation, automation, data management, security and data governance, and clinical and non-clinical operations management.
These cutting-edge solutions consist of a public cloud-based data lake where the data from various devices and sensors are ingested and stored through automated provisioning, and a scalable dashboard that is capable of monitoring hundreds of thousands of patients at a time based on the cloud-stored data. ● Clinical and Training Consulting: HTI also provides clinical and operational consultants to healthcare organizations to support the improvement of their business, clinical, and patient outcomes and experience.
These cutting-edge solutions consist of a public cloud-based data lake where the data from various devices and sensors are ingested and stored through automated provisioning, and a scalable dashboard that is capable of monitoring hundreds of thousands of patients at a time based on the cloud-stored data. ● Clinical and Training Consulting: HTI also provides clinical and operational consultants to healthcare organizations to support the improvement of their business, clinical, and patient outcomes and experience. 9 Corporate Information Our principal executive office is located at 7901 Stoneridge Drive, Suite 210, Pleasanton, CA 94588, while our satellite lease office is located at 666 Plainsboro Road, Suite 448, Plainsboro, NJ 08536.
Additionally, HTI is one of 15 partners (out of 200 total firms tracked by Epic Systems, Inc., a leading EHR system vendor) that works with Epic on a regular basis to discuss synergies and client performances. Our implementation solution set specifically addresses mergers and acquisitions as well as community technology extensions.
Additionally, HTI is one of approximately 15 partners among over 100+ firms tracked by Epic Systems Corporation, a leading provider of electronic health record (EHR) systems used by healthcare organizations worldwide that works with Epic on a regular basis to discuss synergies and client performances. Our implementation solution set specifically addresses mergers and acquisitions as well as community technology extensions.
This means most organizations will turn into data organizations and will aggressively leverage data as a core asset to drive innovation in their businesses. 4 Challenges due to lack of coordination and interoperability The healthcare industry is fragmented and inefficient, with different legacy health insurers, hospital systems, provider groups, and pharmacy networks each possessing distinct incentive structures—some or all of which may diverge from consumers’ interests.
Challenges due to lack of coordination and interoperability The healthcare industry is fragmented and inefficient, with different legacy health insurers, hospital systems, provider groups, and pharmacy networks each possessing distinct incentive structures—some or all of which may diverge from consumers’ interests.
Based on the above market data on cloud transformation, healthcare data science and analytics, healthcare IT services and medical document management, we believe CloudEz, DataEz and Readabl.AI platforms have significant market opportunity.
Based on the market trends in cloud transformation, healthcare data science and analytics, healthcare IT services, and medical document management, we believe our CloudEz, DataEz, Readabl.AI, Ziloy.AI and Ezovion platforms are well positioned to capture significant market opportunities.
We are in the early stages of marketing CloudEz, DataEz and Readabl.AI as our SaaS offerings on a subscription basis, which we expect will provide us with recurring revenues.
Readabl.AI and Ezovion Healthcare Information Management Software are sold as our SaaS offerings on a subscription basis, which we expect will provide us with recurring revenues.
The platforms address these needs through their major competencies: (i) large-scale data connectivity, integration, and validation capabilities, (ii) advanced predictive analytics and high-speed computing, (iii) toolsets to translate resulting insights into real-world impact, and (iv) purpose-built data visualization and reporting. 5 CloudEz Technology Platform CloudEz is an enterprise multi-cloud transformation and management platform that enables customers to manage their cloud infrastructure across private, hybrid, and public cloud infrastructures from providers such as AWS, Microsoft Azure, and Google Cloud.
The platforms address these needs through their major competencies: (i) large-scale data connectivity, integration, and validation capabilities, (ii) advanced predictive analytics and high-speed computing, (iii) toolsets to translate resulting insights into real-world impact, and (iv) purpose-built data visualization and reporting.
The US healthcare IT services market is estimated to be $395.2 billion by 2030 with a CAGR 15.46% as per Grand View Research (4). The medical document management market is estimated to be $1.1 billion by 2032 as per Markets and Markets.
The US healthcare IT services market is estimated to be $388.99 billion by 2030 with a CAGR 15.46% as per Grand View Research (3) . The artificial intelligence in the healthcare market valued $ 317.1 billion in 2032 with a CAGR of 37.1% as per Global Market Insights (4) .
CloudEz also delivers an automated infrastructure compliance framework that facilitates our customers in being continuously compliant with regulatory requirements.
It leverages a library of infrastructure and application code developed ‘in-house’ to deliver infrastructure services that are secure and compliant. CloudEz also delivers an automated infrastructure compliance framework that facilitates our customers in being continuously compliant with regulatory requirements.
DataEz: Data Lake Management, Analytics & Data Science platform architecture diagram Readabl.AI Despite significant investments in electronic health records, paper-based unstructured data, such as faxes and clinical reports, remain the prevalent methods to share information about patients as they navigate the continuum of care. This reality has been particularly obvious during the COVID 19 pandemic.
DataEz: Data Lake Management, Analytics & Data Science platform architecture diagram Readabl.AI Despite significant investments in electronic health records, paper-based and other forms of unstructured data such as faxes and clinical reports continue to be widely used to share patient information.
SecureKloud is 60.71% owned by SecureKloud Technologies Ltd., an Indian company that is publicly traded in India. 2 We are led by a diverse, global, and talented team of data scientists, thought leaders, software developers, and subject matter experts who seek to understand our customers’ challenges and are dedicated to tackling these challenges.
Background We are led by a diverse, global, and talented team of data scientists, thought leaders, software developers, and subject matter experts who seek to understand our customers’ challenges and are dedicated to tackling these challenges. As of December 31, 2025, we had a total of 43 full-time employees, 15 part-time employees, and 26 sub-contractors.
As of December 31, 2024, we had a total of 36 full time employees, 24 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 software development, regulatory science, and market access.
Many of the senior management team and the members of our board of directors hold advanced degrees and some are leading experts in software development, regulatory science, and market access. 2 The Company is a born-on-the-cloud Premier Partner of AWS and an audited next generation MSP.
HTI, along with SecureKloud, is currently one of the top tier Healthcare and Life Sciences competency partners of AWS among more than 100,000 partners in their global community of partners. The Company is also recognized as one of the top eight partners of Google Cloud Healthcare Interoperability Readiness Program. The Company has also established partnerships with Medical Information Technology, Inc.
The Company is also recognized as one of the top eight partners of Google Cloud Healthcare Interoperability Readiness Program. The Company has also established partnerships with Medical Information Technology, Inc. MEDITECH, Epic Systems, Splunk Inc., Snowflake Inc., Looker Inc. (acquired by Google), and other technology companies.
Our Technology and Services We offer two proprietary software platforms, CloudEz and DataEz, for cloud transformation, automation, data management, security and data governance, and clinical and non-clinical operations management. The platforms are composed of individual, proprietary technology toolsets and deep data assets that can be rapidly configured to empower the operationalization of large-scale, data-driven healthcare initiatives.
The platforms are composed of individual, proprietary technology toolsets and deep data assets that can be rapidly configured to empower the operationalization of large-scale, data-driven healthcare initiatives. The platforms enable healthcare organizations to implement highly sophisticated value-based initiatives on a very large scale.
We believe the industry challenges and market dynamics described below are transforming the way data and analytics are used by healthcare organizations and provide us with a significant opportunity. ● See https://solutionsreview.com/cloud-platforms/best-aws-managed-service-providers/. ● https://www.absolutemarketsinsights.com/reports/healthcare-Cloud-Computing-Market--2019-2027-234 ● https://www.bloomberg.com/press-releases/2020-04-16/healthcare-analytics-market-size-to-reach-usd-40-781-billion-by-2025-cagr-of-23-55-valuates-reports ● https://www.alliedmarketresearch.com/press-release/us-healthcare-it-market.html ● https://www.marketdataforecast.com/market-reports/medical-documents-management-market 3 Challenges associated with increasing complexity of healthcare data Across the healthcare landscape, a significant amount of data is being created every day, driven by patient care, payment systems, regulatory compliance, and recordkeeping.
(1) https://www.imarcgroup.com/united-states-healthcare-cloud-computing-market (2) https://www.skyquestt.com/report/healthcare-analytics-market (3) https://www.grandviewresearch.com/industry-analysis/us-healthcare-it-software-market-report (4) https://www.gminsights.com/industry-analysis/healthcare-artificial-intelligence-market 3 Challenges associated with increasing complexity of healthcare data Across the healthcare landscape, a significant amount of data is being created every day, driven by patient care, payment systems, regulatory compliance, and recordkeeping.
MEDITECH, Epic Systems, Splunk Inc., Snowflake Inc., Looker Inc. (acquired by Google), and other technology companies. SecureKloud was rated in 2021 by Solutions Review, an independent online magazine, as one of the 22 best AWS-managed services providers (1). The Company has several Fortune 500 clients in the Life Sciences industry and partners with many hospitals in their cloud transformation journey.
The Company has several Fortune 500 clients in the Life Sciences industry and partners with many hospitals in their cloud transformation journey. We conduct our business directly with hospitals and other healthcare providers.
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Background As of December 31, 2024, SecureKloud Technologies, Inc., f/k/a 8K Miles Software Services, Inc., a Nevada corporation (“SecureKloud”), owns approximately 45% of the Company.
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Our readabl.ai platform uses state-of-the-art public cloud artificial intelligence and machine learning to recognize and extract healthcare information from documents, faxes, and narrative reports. ● Ziloy is an AI-powered mental wellness platform that delivers personalized mental health support through proprietary AI and GenAI-driven workflows.
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The Company, along with SecureKloud, is a born-on-the-cloud Premier Partner of AWS and an audited next generation MSP. We are a leading partner of Google Cloud and a Gold Cloud Partner of Microsoft Azure Cloud.
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It provides guided self-care tools, insights, and tailored wellness programs to help individuals and organizations improve emotional well-being and build mental resilience. ● Ezovion is a cloud-based hospital management platform that helps hospitals and clinics digitize their operations.
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As COVID-19 and technological advancements accelerate a rapid shift toward digital health, healthcare technology companies like HTI will help to transform the Healthcare and Life Sciences industry and pave the way for sizeable market opportunities.
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It integrates patient records, appointments, billing, labs, pharmacy, EMR, teleconsultation, and analytics into a single system to improve operational efficiency and patient care.
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The NY Times recently highlighted that the fax machine continues to be a primary data communication tool in the fight against the virus. Healthcare organizations demand an advanced automation solution to easily convert paper-based unstructured data into meaningful information for patient care.
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We are a leading partner of Google Cloud and a Gold Cloud Partner of Microsoft Azure Cloud. HTI is currently one of the top tier Healthcare and Life Sciences competency partners of AWS among more than 130,000 partners in their global community of partners.
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Nasdaq Deficiency and Potential Reverse Stock-Split On February 24, 2025, Healthcare Triangle, Inc.'s Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of up to and including 250:1, such ratio to be determined by the Board of Directors, including any increase in our authorized capital required in the event a fractional share will be created as a result of the reverse stock split.
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As customers increasingly adopt digital technologies, AI powered analytics, digital health solutions, Hospital Information Management Systems (HIMS), and digital mental wellness platforms, the acceleration toward digital health provides opportunities for Healthcare technology companies like HTI to transform the Healthcare and Life Sciences industry, creating substantial opportunities for innovative, scalable digital and cost-effective health solutions.
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On February 24, 2025, the majority stockholders of the Company approved the reverse stock split, granting the Board of Directors the authority, without further action by the stockholders, to carry out such action, with the exact exchange ratio and timing to be determined at the discretion of the Board of Directors.
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We believe the industry challenges and market dynamics described below are transforming the way data and analytics are used by healthcare organizations and provide us with a significant opportunity.
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The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file any amendment to our Amended and Restated Certificate of Incorporation.
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This means most organizations will turn into data organizations and will aggressively leverage data as a core asset to drive innovation in their businesses.
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The primary purpose for effecting the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
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Many healthcare providers still rely on legacy communication methods, which creates challenges in efficiently managing, processing, and integrating clinical data. This ongoing reliance on unstructured and paper-based information highlights the need for advanced digital solutions that can accurately capture, interpret, and integrate medical data into modern healthcare systems.
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On February 26, 2025, the Company received a letter (the "Bid Price Deficiency Notice”) from Nasdaq notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement.
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Ziloy.AI Ziloy.AI, HTI’s AI-powered mental wellness platform, is designed to support emotional well-being through personalized digital care. Leveraging proprietary artificial intelligence and generative AI technologies, the platform delivers integrative and personalized mental wellness programs through proprietary treatment algorithms, self-care tools, and data-driven insights.
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In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until August 25, 2025, to regain compliance with the Minimum Bid Price Requirement.
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Ziloy.AI is intended to support individuals and organizations in improving mental health outcomes by providing scalable, accessible, and proactive mental wellness solutions through a secure digital platform.
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If at any time before August 25, 2025, the closing bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. 10 Corporate Information Our principal executive office is located at 7901 Stoneridge Drive, Suite 220, Pleasanton, CA 94588.
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The platform adopts a multidisciplinary and integrative treatment approach that combines modern Ayurvedic psychiatry, clinical psychology, psychotherapy, nutrition guidance, and therapeutic practices such as yoga and mindfulness to address both symptoms and underlying root causes of mental health conditions.
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Personalized treatment algorithms are developed by the clinical teams and may include therapy sessions, lifestyle interventions, digital self-care tools, and ongoing progress monitoring delivered through a secure, cloud-based environment. This technology-enabled model is designed to expand access to mental health care while supporting improved patient outcomes and long-term emotional well-being.
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Ezovion Healthcare Information Management Systems (HIMS) Ezovion is HTI’s cloud-based Healthcare Information Management System (HIMS) designed to help hospitals, clinics, and healthcare providers digitize their clinical, administrative, and financial operations through an integrated platform. The system supports patient registration, appointment management, electronic health records (EHR), laboratory and pharmacy management, billing, inventory, and revenue cycle management through an integrated workflow.
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Ezovion also provides capabilities such as telehealth, analytics, patient engagement tools, and interoperability standards to enable secure data exchange across healthcare systems. The platform is designed to improve operational efficiency, streamline clinical workflows, and support data-driven decision-making for healthcare providers. The platform is modular and scalable that can be deployed across hospitals, specialty clinics, diagnostic centers, and multi-facility healthcare networks.
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The system supports interoperability with third-party healthcare applications and medical devices and is built on a secure cloud-based architecture that enables centralized data management, reporting, and analytics. By integrating clinical, operational, and financial information into a unified digital environment, Ezovion enables healthcare organizations to enhance care coordination, improve regulatory compliance, and optimize operational performance.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTop Five Customers’ Revenue for Twelve months ended December 31, 2024 Customer Amount (in thousands) % of Revenue Customer 1 $ 1,945 17 % Customer 2 1,911 16 % Customer 3 1,233 11 % Customer 4 877 7 % Customer 5 $ 847 7 % Top Five Customers’ Revenue for Twelve months ended December 31, 2023 Customer Amount (in thousands) % of Revenue Customer 1 $ 17,322 52 % Customer 2 3,114 9 % Customer 3 2,286 7 % Customer 4 2,011 6 % Customer 5 $ 1,751 5 % Risks Related to Our Intellectual Property and Our Platforms and Services Protection of certain intellectual property may be difficult and costly, and our inability to protect our intellectual property could reduce the value of our products and services.
Biggest changeFor The Year Ended December 31, 2025 2024 Amount (In ‘000) % of Revenue Amount (In ‘000) % of Revenue Customer 1 $ 2,718 20 % $ 1,945 17 % Customer 2 2,568 18 % 1,911 16 % Customer 3 1,347 10 % 1,233 11 % Customer 4 852 6 % 877 7 % Customer 5 $ 548 4 % $ 847 7 % Risks Related to Our Intellectual Property and Our Platforms and Services Protection of certain intellectual property may be difficult and costly, and our inability to protect our intellectual property could reduce the value of our products and services.
In addition, while many large hospital systems and payers use our solutions, many of these entities use only certain of our offerings, and we may not be successful in driving broader adoption of our solutions among these existing users, which would limit our revenue growth. 28 If the market for our offerings does not achieve widespread adoption or there is a reduction in demand for our offerings in our market caused by a lack of customer acceptance, technological challenges, lack of accessible machine data, competing technologies and products, decreases in corporate spending, weakening economic conditions, or otherwise, it could result in reduced customer orders, early terminations, reduced renewal rates or decreased revenues, any of which would adversely affect our business operations and financial results.
In addition, while many large hospital systems and payers use our solutions, many of these entities use only certain of our offerings, and we may not be successful in driving broader adoption of our solutions among these existing users, which would limit our revenue growth. 26 If the market for our offerings does not achieve widespread adoption or there is a reduction in demand for our offerings in our market caused by a lack of customer acceptance, technological challenges, lack of accessible machine data, competing technologies and products, decreases in corporate spending, weakening economic conditions, or otherwise, it could result in reduced customer orders, early terminations, reduced renewal rates or decreased revenues, any of which would adversely affect our business operations and financial results.
Any such security breach could require us to comply with various breach notification laws, may affect our ability to operate, and may expose us to litigation, remediation and investigation costs, increased costs for security measures, loss of revenue, damage to our reputation, and potential liability, each of which could be material. 22 Various government and consumer agencies have called for new regulation and changes in industry practices and are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices.
Any such security breach could require us to comply with various breach notification laws, may affect our ability to operate, and may expose us to litigation, remediation and investigation costs, increased costs for security measures, loss of revenue, damage to our reputation, and potential liability, each of which could be material. 21 Various government and consumer agencies have called for new regulation and changes in industry practices and are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices.
Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our stockholders. 30 Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our stockholders. 28 Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. 20 We compete on the basis of several factors, including: ● breadth and depth of services, including our open architecture and the level of product integration across care settings; ● integrated platform; ● regulatory compliance; ● reputation; ● reliability, accuracy, and security; ● client service; ● the total cost of ownership; ● innovation; and ● industry acceptance, expertise, and experience.
If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. 19 We compete on the basis of several factors, including: ● breadth and depth of services, including our open architecture and the level of product integration across care settings; ● integrated platform; ● regulatory compliance; ● reputation; ● reliability, accuracy, and security; ● client service; ● the total cost of ownership; ● innovation; and ● industry acceptance, expertise, and experience.
Centers for Medicare & Medicaid Services (“CMS”). 26 Although we believe that our service offerings will meet the requirements of HITECH and MACRA to allow our clients to qualify for financial incentives and avoid financial penalties for implementing and using our services, there can be no guaranty that our clients will achieve meaningful use (or its equivalent under MACRA’s Merit Based Incentive Payment System, Promoting Interoperability) or actually receive such planned financial incentives for our services.
Centers for Medicare & Medicaid Services (“CMS”). 24 Although we believe that our service offerings will meet the requirements of HITECH and MACRA to allow our clients to qualify for financial incentives and avoid financial penalties for implementing and using our services, there can be no guaranty that our clients will achieve meaningful use (or its equivalent under MACRA’s Merit Based Incentive Payment System, Promoting Interoperability) or actually receive such planned financial incentives for our services.
If enterprises do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect, either of which would adversely affect our business, financial condition, or operating results. 16 Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and still evolving.
If enterprises do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect, either of which would adversely affect our business, financial condition, or operating results. 15 Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and still evolving.
Furthermore, according to the FTC violating consumers’ privacy rights or failing to take appropriate steps to keep information about consumers secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the FTC Act. 19 In addition, certain states have adopted robust privacy and security laws and regulations.
Furthermore, according to the FTC violating consumers’ privacy rights or failing to take appropriate steps to keep information about consumers secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the FTC Act. 18 In addition, certain states have adopted robust privacy and security laws and regulations.
It is also possible that such problems could result in losses of data. 13 Since our customers use our platforms and services for important aspects of their business, any errors, defects, disruptions, service degradations, or other performance problems with our solutions could hurt our reputation and may damage our customers’ business.
It is also possible that such problems could result in losses of data. 12 Since our customers use our platforms and services for important aspects of their business, any errors, defects, disruptions, service degradations, or other performance problems with our solutions could hurt our reputation and may damage our customers’ business.
If markets fail to develop, develop more slowly than expected, or become saturated with competitors, our business, financial condition, and operating results could be materially and adversely impacted. 27 If the demand for cloud-based solutions declines, particularly in the Life Sciences industry, our revenues could decrease, and our business could be adversely affected.
If markets fail to develop, develop more slowly than expected, or become saturated with competitors, our business, financial condition, and operating results could be materially and adversely impacted. 25 If the demand for cloud-based solutions declines, particularly in the Life Sciences industry, our revenues could decrease, and our business could be adversely affected.
In the event that any of our third-party facilities arrangements is terminated, or if there is a lapse of service or damage to a facility, we could experience interruptions in our platforms as well as delays and additional expenses in arranging new facilities and services. 11 Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platforms.
In the event that any of our third-party facilities arrangements is terminated, or if there is a lapse of service or damage to a facility, we could experience interruptions in our platforms as well as delays and additional expenses in arranging new facilities and services. 10 Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platforms.
Any failure by us to introduce planned products or other new products or to introduce these products on schedule could have an adverse effect on our revenue growth and operating results. 14 If we cannot adapt to changing technologies, our products and services may become obsolete and our business could suffer.
Any failure by us to introduce planned products or other new products or to introduce these products on schedule could have an adverse effect on our revenue growth and operating results. 13 If we cannot adapt to changing technologies, our products and services may become obsolete and our business could suffer.
In the event we are unable to manage our lengthy and unpredictable sales cycle, our business may be adversely affected. 15 Our revenues have historically been concentrated among our top customers, and the loss of any of these customers could reduce our revenues and adversely impact our operating results.
In the event we are unable to manage our lengthy and unpredictable sales cycle, our business may be adversely affected. 14 Our revenues have historically been concentrated among our top customers, and the loss of any of these customers could reduce our revenues and adversely impact our operating results.
These products or services may compete with ours, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 17 Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
These products or services may compete with ours, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 16 Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
Any of the foregoing could harm our business, financial condition, results of operations, and prospects and could help our competitors develop products and services that are similar to or better than ours. 18 Any failure to protect our intellectual property that is not registered could impair our business.
Any of the foregoing could harm our business, financial condition, results of operations, and prospects and could help our competitors develop products and services that are similar to or better than ours. 17 Any failure to protect our intellectual property that is not registered could impair our business.
We cannot predict the effect that future sales of our common stock would have on the market price of our common stock. 29 If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
We cannot predict the effect that future sales of our common stock would have on the market price of our common stock. 27 If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Any of these factors could materially and adversely impact our business, financial condition, and operating results. 21 We are subject to numerous regulatory requirements of the healthcare industry and is susceptible to a changing regulatory environment.
Any of these factors could materially and adversely impact our business, financial condition, and operating results. 20 We are subject to numerous regulatory requirements of the healthcare industry and is susceptible to a changing regulatory environment.
Third parties may also attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords, or other information to gain access to the data contained on our platforms, including patient information. 12 While we and our third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, particularly as techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until launched against a target, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information.
Third parties may also attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords, or other information to gain access to the data contained on our platforms, including patient information. 11 While we and our third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, particularly as techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until launched against a target, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information.
The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock. 31
The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock. 29
Any failure or perceived failure by us to comply with the aforementioned laws and regulations in connection with our products and services provided to our clients or used by third parties, or our related legal obligations, or any compromise of security that results in the unauthorized release or transfer protected information, may result in governmental enforcement actions, litigation, class action, or public statements against us by consumer advocacy groups or others and could cause our clients to lose trust in us, which could have an adverse effect on our business, financial condition, results of operations, reputation, or prospects.
Our efforts to provide solutions that enable our clients to comply with these regulations could be time consuming and expensive. 22 Any failure or perceived failure by us to comply with the aforementioned laws and regulations in connection with our products and services provided to our clients or used by third parties, or our related legal obligations, or any compromise of security that results in the unauthorized release or transfer protected information, may result in governmental enforcement actions, litigation, class action, or public statements against us by consumer advocacy groups or others and could cause our clients to lose trust in us, which could have an adverse effect on our business, financial condition, results of operations, reputation, or prospects.
Department of Health and Human Services (“HHS”) has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against certified health IT developers found to be in violation of “information blocking.” This new oversight and authority to investigate claims of information blocking creates significant risks for us and our clients and could potentially create substantial new compliance costs.
Department of Health and Human Services (“HHS”) has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against certified health IT developers found to be in violation of “information blocking.” This new oversight and authority to investigate claims of information blocking creates significant risks for us and our clients and could potentially create substantial new compliance costs. 23 Other regulatory provisions included in the ONC Cures Act final rule could create compliance costs and/or regulatory risks for us.
Historically, our revenue has been concentrated among a small number of customers. In the fiscal year ended December 31, 2024, our top customer and our top five customers accounted for 17% and 58% of our revenue, respectively.
Historically, our revenue has been concentrated among a small number of customers. During the fiscal year ended December 31, 2025, our top customer and our top five customers accounted for 20% and 58% of our revenue, respectively.
The Privacy Standards grant a number of rights to individuals as to their PHI and restrict the use and disclosure of PHI by “Covered Entities,” defined as “health plans,” “healthcare providers,” and “healthcare clearinghouses.” Any failure or perceived failure by us to comply with the aforementioned laws and regulations in connection with our products and services provided to our clients or used by third parties, or our related legal obligations, or any compromise of security that results in the unauthorized release or transfer protected information, may result in governmental enforcement actions, litigation, class action, or public statements against us by consumer advocacy groups or others and could cause our clients to lose trust in us, which could have an adverse effect on our business, financial condition, results of operations, reputation or prospects. 23 If we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
The Privacy Standards grant a number of rights to individuals as to their PHI and restrict the use and disclosure of PHI by “Covered Entities,” defined as “health plans,” “healthcare providers,” and “healthcare clearinghouses.” Any failure or perceived failure by us to comply with the aforementioned laws and regulations in connection with our products and services provided to our clients or used by third parties, or our related legal obligations, or any compromise of security that results in the unauthorized release or transfer protected information, may result in governmental enforcement actions, litigation, class action, or public statements against us by consumer advocacy groups or others and could cause our clients to lose trust in us, which could have an adverse effect on our business, financial condition, results of operations, reputation or prospects.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. SecureKloud Technologies, Inc (“SecureKloud”) owns approximately 45% of our common stock and will be able to exert a controlling influence over our business affairs and matters submitted to stockholders for approval.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. One shareholder owns over 96% of our voting rights and will be able to exert a controlling influence over our business affairs and matters submitted to stockholders for approval.
Our revenues, customer count, product and service offerings, countries of operation, facilities, and computing infrastructure needs have all increased significantly, and we expect them to increase in the future. We have also experienced rapid growth in our employee base.
Our revenues, customer base, product and service offerings, countries of operation, facilities, and computing infrastructure requirements have all increased substantially, and we expect them to continue to grow in the future. We have also experienced rapid growth in our employee base.
In general, regulations in this area can be burdensome and evolve regularly, meaning that any potential benefits to our clients from utilizing such solutions and services may be superseded by a newly promulgated regulation that adversely affects our business model. Our efforts to provide solutions that enable our clients to comply with these regulations could be time consuming and expensive.
In general, regulations in this area can be burdensome and evolve regularly, meaning that any potential benefits to our clients from utilizing such solutions and services may be superseded by a newly promulgated regulation that adversely affects our business model.
These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits, or cause customers to stop using our platforms, any of which could materially and adversely affect our business.
These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits, or cause customers to stop using our platforms, any of which could materially and adversely affect our business. SecureKloud could cease to provide us with services and as a result, our business could suffer.
Any increase in the unauthorized use of our intellectual property could also divert the efforts of our technical and management personnel and resulting in significant additional expense to us, which could materially and adversely impact our operating results.
Any increase in the unauthorized use of our intellectual property could also divert the efforts of our technical and management personnel and resulting in significant additional expense to us, which could materially and adversely impact our operating results. Finally, to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights.
Because these regulations are subject to future changes and/or significant enforcement discretion by federal agencies, the ultimate impact of these regulations is unknown. 25 There is significant uncertainty in the healthcare industry, both as a result of recently enacted legislation and changing government regulation, which may have a material adverse impact on the businesses of our hospital clients and ultimately on our business, financial condition, and results of operations.
There is significant uncertainty in the healthcare industry, both as a result of recently enacted legislation and changing government regulation, which may have a material adverse impact on the businesses of our hospital clients and ultimately on our business, financial condition, and results of operations.
If, however, we or our subcontractors do not follow those procedures and policies, or they are not sufficient to prevent inaccurate claims from being submitted, we could be subject to liability. 24 In the event our software platforms and solutions are found to be subject to FDA’s regulations and approval in connection with the certain types of medical devices our software integrates with, we may have to incur additional costs or be subjected to potential criminal and civil penalties in case of the actual or perceived failure of us to comply with such regulations.
In the event our software platforms and solutions are found to be subject to FDA’s regulations and approval in connection with the certain types of medical devices our software integrates with, we may have to incur additional costs or be subjected to potential criminal and civil penalties in case of the actual or perceived failure of us to comply with such regulations.
Although we pay SecureKloud for these services at what we believe are market rates and were negotiated in good faith on an arms-length basis, if we became aware in the future of third parties that could provide such services on terms more favorable than SecureKloud, SecureKloud’s control over our Board and our Company could prevent us from obtaining these services on more favorable terms from such third parties or renegotiating the terms with SecureKloud.
Although we pay SecureKloud for these services at what we believe are market rates and were negotiated in good faith on an arms-length basis, if we became aware in the future of third parties that could provide such services on terms more favorable than SecureKloud, it may create delivery risk on some of our existing projects.
As a result, SecureKloud has control over all matters submitted to our stockholders for approval, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, the approval of any business combination, and any other significant corporate transaction. These actions may be taken even if they are opposed by other stockholders, including public stockholders like you.
As a result, that shareholder has control over all matters submitted to our stockholders for approval, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, the approval of any business combination, and any other significant corporate transaction.
Our actual or perceived failure to comply with these laws and regulations could harm our business, financial condition, results of operations, reputation, or prospects.
The Company and its products are subject to laws and regulations concerning electronic prescribing standards and the adoption of controlled substance electronic prescribing. Our actual or perceived failure to comply with these laws and regulations could harm our business, financial condition, results of operations, reputation, or prospects.
Also, if SecureKloud was no longer able to provide us these services, we may be forced to obtain them from third parties on terms that are less favorable.
Also, if SecureKloud was no longer able to provide us these services, we may be forced to obtain them from third parties on terms that are less favorable. If SecureKloud is unable to provide us services it now provides, such events could have a material adverse effect on our business and financial condition.
Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.
These actions may be taken even if they are opposed by other stockholders, including public stockholders like you. Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.
Finally, in order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property.
Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights.
As we continue to grow, both organically and through acquisitions, we must effectively integrate, develop, and motivate an increasing number of employees (an increasing portion of whom are expected to work remotely due to the COVID-19 pandemic), while executing our growth plan and maintaining the beneficial aspects of our culture.
As we continue to expand, both organically and through acquisitions, we must effectively integrate, develop, and motivate an increasing number of employees, which includes a growing number of our workforce that operates in flexible or remote work environments, while executing our growth plan and maintaining the beneficial aspects of our culture.
SecureKloud’s control could prevent us from obtaining essential services at lower rates and if SecureKloud ceases to provide us with services our business could suffer. SecureKloud provides us with essential services, including software development, infrastructure development, sales support, recruitment and immigration support, project coordination, human resources and operation support and management/advisory services.
SecureKloud, an affiliate of the Company, provides us with essential services, including software development, infrastructure development, sales support, recruitment and immigration support, project coordination, human resources and operation support and management/advisory services.
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If we are prevented by SecureKloud in the future from paying third parties less for services currently provided by SecureKloud or if SecureKloud is unable to provide us services it now provides, such events could have a material adverse effect on our business and financial condition.
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If, however, we or our subcontractors do not follow those procedures and policies, or they are not sufficient to prevent inaccurate claims from being submitted, we could be subject to liability.
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Furthermore, our efforts to enforce our intellectual property rights may be met with defences, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights.
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Because these regulations are subject to future changes and/or significant enforcement discretion by federal agencies, the ultimate impact of these regulations is unknown.
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On February 26, 2025, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market, or Nasdaq, notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market, referred to as the minimum bid price rule.
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In accordance with Nasdaq Listing Rules, we have been provided an initial period of 180 calendar days, or until August 25, 2025, to regain compliance with the minimum bid price rule. To date, we have not regained compliance with the minimum bid price rule.
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If, at any time during the compliance period the bid price for our common stock closes at $1.00 or more per share for a minimum of 10 consecutive business days, the Nasdaq Listing Qualifications Department staff will provide written notification to us that we are in compliance with the minimum bid price rule, unless the staff exercises its discretion to extend this 10-day period pursuant to the Nasdaq Listing Rules.
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If we do not regain compliance with the minimum bid price rule by the required date and we are not eligible for any additional compliance period at that time, the Nasdaq Listing Qualifications Department staff will provide us written notification that our common stock may be delisted.
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At that time, we may appeal the staff’s delisting determination to a Nasdaq Listing Qualifications Panel. We expect that our common stock would remain listed pending the panel’s decision. However, there can be no assurance that, even if we appeal the staff’s delisting determination to the Nasdaq Listing Qualifications Panel, such appeal would be successful.
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There are many factors that may adversely affect our minimum bid price, including those described throughout this section titled “Risk Factors.” Many of these factors are outside of our control. As a result, we may not be able to sustain compliance with the minimum bid price rule in the long term.
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Any potential delisting of our common stock from the Nasdaq Capital Market would likely result in decreased liquidity and increased volatility for our common stock and would adversely affect our ability to raise additional capital or to enter into strategic transactions.
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Any potential delisting of our common stock from the Nasdaq Capital Market would also make it more difficult for our stockholders to sell our common stock in the public market. The Company and its products are subject to laws and regulations concerning electronic prescribing standards and the adoption of controlled substance electronic prescribing.
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Other regulatory provisions included in the ONC Cures Act final rule could create compliance costs and/or regulatory risks for us.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We lease and maintain our primary offices at 7901 Stoneridge Drive, Suite # 220 Pleasanton CA, USA 94588.We also have our satellite lease offices at 666 Plainsboro Road, Suite 448, Plainsboro, NJ 08536, USA. We currently do not own any real estate.
Biggest changeItem 2. Properties We lease and maintain our primary offices at 7901 Stoneridge Drive, Suite # 210 Pleasanton CA, USA 94588. We also have our satellite lease offices at 666 Plainsboro Road, Suite 448, Plainsboro, NJ 08536. We currently do not own any real estate.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities None Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2024, regarding our common stock that may be issued under the Plan (2) Plan category: Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c) Equity compensation plans approved by stockholders (1) 276,500 $ 3.7 1,023,050 Total 276,500 $ 3.7 1,023,050 (1) The Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2025, regarding our common stock that may be issued under the Plan (1) : Plan category: Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c) Equity compensation plans approved by stockholders (2) 2,710 $ 1,093 3,997,290 Total 2,710 $ 1,093 3,997,290 (1) Our board of directors and shareholders have approved a total reserve of 4,000,000 shares for issuance under the Plan which represents 0.2% of the authorized common-stock equity on December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “HCTI.” Holders As of March 31, 2025, there were 41 stockholders of record of our common stock.
Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “HCTI.” Holders As of April 15, 2026, there were 46 stockholders of record of our common stock, including Cede & Co., which houses numerous other holders of our common stock.
Transfer Agent The transfer agent for the common stock is VStock Transfer LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436.
Performance Graph We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K. Transfer Agent The transfer agent for the common stock is VStock Transfer LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436.
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(2) Our board of directors and shareholders have approved a total reserve of 861,764 shares for issuance under the Plan which represents 13.20% of the equity on a fully diluted basis. We have not issued any options outside of the Plan.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Recent Sales of Unregistered Securities None Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any of our securities in 2025 or 2024.
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(2) The Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. We have not issued any options outside of the Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeTop Five Customers’ Revenue for Twelve months ended December 31, 2024 Customer Amount (in thousands) % of Revenue Customer 1 $ 1,945 17 % Customer 2 1,911 16 % Customer 3 1,233 11 % Customer 4 877 7 % Customer 5 $ 847 7 % Top Five Customers’ Accounts receivable for Twelve months ended December 31, 2024 Customer Amount (in thousands) % of Revenue Customer 1 $ 362 32 % Customer 2 138 12 % Customer 3 109 10 % Customer 4 106 9 % Customer 5 $ 102 9 % Top Five Customers’ Revenue for Twelve months ended December 31, 2023 Customer Amount (in thousands) % of Revenue Customer 1 $ 17,322 52 % Customer 2 3,114 9 % Customer 3 2,286 7 % Customer 4 2,011 6 % Customer 5 $ 1,751 5 % 40 The following table provides details of Customer 1 revenue by operating segments: Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Software services $ 98 $ - $ 98 100 % Managed services and support 1,847 3,114 (1,267 ) (41 )% Platform services - - - 0 % Total Revenue $ 1,945 $ 3,114 $ (1,169 ) (38 )% Revenue from Customer 1 decreased by $1.2 million, or 38% to $1.9 million for the twelve months ended December 31, 2024, as compared to $3.1 million for the twelve months ended December 31, 2023.
Biggest changeYear Ended December 31, 2025 2024 Amount (In ‘000) % of Revenue Amount (In ‘000) % of Revenue Customer 1 $ 2,718 20 % $ 1,945 17 % Customer 2 2,568 18 % 1,911 16 % Customer 3 1,347 10 % 1,233 11 % Customer 4 852 6 % 877 7 % Customer 5 $ 548 4 % $ 847 7 % The following table provides details of Customer 1 revenue by operating segments: Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Software services $ - $ 98 $ (98 ) (100 )% Managed services and support 2,718 1,847 871 47 % Total Revenue $ 2,718 $ 1,945 $ 773 40 % Revenue from Customer 1 increased by $0.8 million, or 40% to $2.7 million for the year ended December 31, 2025, as compared to $1.9 million for the year ended December 31, 2024.
Combined with our software and solutions, our services provide clients with an end-to-end partnership for their technological innovation. Our Business Model The majority of our revenue is generated by our full-time employees/consultants who provide software services and Managed Services and Support to our clients in the Healthcare and Life Sciences industry.
Combined with our software and solutions, our services provide clients with an end-to-end partnership for their technological innovation. Our Business Model The majority of our revenue is generated by our full-time employees and consultants who provide software services and Managed Services and Support to our clients in the Healthcare and Life Sciences industry.
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. 37 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.
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. 35 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.
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 report.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes thereto, and the consolidated financial statements and the related notes thereto all included elsewhere in this report.
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 December 31, 2024. 46
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 December 31, 2025. 45
Factors affecting revenues of Software Services, Managed Services and Support and Platform Services Our strategy is to achieve meaningful long-term revenue growth through sales of Managed Services and Support and Platform Services to existing and new clients within our target market.
Factors affecting revenues of Software Services, Managed Services and Support and Corporate & Others Our strategy is to achieve meaningful long-term revenue growth through sales of Managed Services and Support, and Corporate & Others, to existing and new clients within our target market.
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.
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 software costs, and amortization of IP technology and intangible assets.
Components of Results of Operations Revenues We provide our services and manage our business under these operating segments: ● Software Services ● Managed Services and Support ● Platform Services 36 Software Services The Company earns revenue primarily through the sale of software services that is generated from providing strategic advisory, implementation, and development services.
Components of Results of Operations Revenues We provide our services and manage our business under these operating segments: ● Software Services ● Managed Services and Support ● Corporate and Others 34 Software Services The Company earns revenue primarily through the sale of software services that is generated from providing strategic advisory, implementation, and development services.
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.
We are in the early stages of marketing our SaaS offerings such as DataEz, CloudEz and Readabl.AI, Ziloy and Ezovion, 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 overall revenue growth.
A good current ratio is between 1.2 to 2, which means that a business has 2 times more current assets than liabilities to covers its debts. The Company’s current ratio, as of December 31, 2024, is 0.33 compared to 0.74 as of December 31, 2023.
A good current ratio is between 1.2 to 2, which means that a business has 2 times more current assets than liabilities to cover its debts. The Company’s current ratio, as of December 31, 2025, is 1.03 compared to 0.33 as of December 31, 2024.
As of December 31, 2024, we had a total of 36 full-time employees, 24 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 software development, regulatory science, and market access.
As of December 31, 2025, we had a total of 43 full-time employees, 15 part-time employees, and 26 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 software development, regulatory science, and market access.
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.
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.
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 SaaS offerings.
Subscription services adoption The key factor to our success in generating substantial recurring subscription revenues in future will be our ability to effectively market and encourage new customers to adopt our Software-as-a-Service (SaaS) offerings.
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.
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.
Revenue from Software Services, Managed Services and Support and Platform Services revenue have decreased in the current year. Our top 5 customers accounted for 58% of revenue during the twelve months ended December 31, 2024, and 79% during the twelve months ended December 31, 2023, respectively.
Revenue from Software Services, Managed Services and Support and Corporate and Others revenue have increased in the current year. Our top 5 customers accounted for 58% of revenue during the year ended December 31, 2025, and 58% during the year ended December 31, 2024, respectively.
The following table has the breakdown of our revenues for the twelve months ended December 31, 2024, and 2023 for each of our top 5 customers.
The following table shows the breakdown of our revenues for the year ended December 31, 2025, and 2024 for each of our top 5 customers.
Unbilled receivables are classified as accounts receivable on the consolidated balance sheet. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ and we may be exposed to increases or decreases in revenue that could be material.
Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ and we may be exposed to increases or decreases in revenue that could be material.
Revenue from Managed Services and Support decreased by $3.7 million, or 36% to $6.7 million for the twelve months ended December 31, 2024, as compared to $10.5 million for the twelve months ended December 31, 2023.
Revenue from Managed Services and Support decreased by $1.4 million, or 20% to $5.4 million for the year ended December 31, 2025, as compared to $6.7 million for the year ended December 31, 2024.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 higher the ratio, the better the company’s liquidity position.
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 higher the ratio, the better the Company’s liquidity position.
Cost of Revenue from Managed Services and Support decreased by $3.1 million, or 40% to $4.7 million for the twelve months ended December 31, 2024, as compared to $7.8 million for the twelve months ended December 31, 2023.
Cost of Revenue from Managed Services and Support decreased by $0.4 million, or 9% to $4.2 million for the year ended December 31, 2025, as compared to $4.7 million for the year ended December 31, 2024.
The Company’s current debt equity ratio, as on December 31, 2024, is (0.50), compared to (3.2) as on December 31, 2023. A debt-to-equity ratio below 1 means that a company has lower exposure to debts than equity. The Company does not have inventory and hence the quick ratio is the same as the current ratio.
The Company’s debt equity ratio, as of December 31, 2025, is 1.08, compared to (0.50) as on December 31, 2024. A debt-to-equity ratio below 1 means that a company has lower exposure to debts than equity.
Software Services revenue increased by $0.09 million or 100% to $0.09 million for the twelve months ended December 31, 2024, as compared to $0 million for the twelve months ended December 31, 2023.
Software services decreased by $0.1 million, or 100 % to $0 for the year ended December 31, 2025, as compared to $0.1 million for the year ended December 31, 2024.
Results of Operations The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated: Twelve Months Ended December 31, (In thousands) 2024 % of Sales 2023 % of Sales Revenue $ 11,696 100 % $ 33,203 100 % Cost of revenue (exclusive of depreciation /amortization) 8,806 75 % 26,426 80 % Bad debt expense 170 1 % - 0 % Research and development 429 4 % 799 2 % Sales and marketing 2,203 19 % 4,670 14 % General and administrative 3,950 34 % 5,727 17 % Depreciation and amortization 889 8 % 1,566 5 % Impairment expense - 0 % 1,710 5 % Other income (7 ) 0 % (12 ) 0 % Interest expense 1,213 10 % 968 3 % Income taxes 12 0 % 35 0 % Net (loss) $ (5,969 ) (51 )% $ (8,686 ) (26 )% 39 Twelve Months Ended December 31, 2024, and 2023 Revenue from operations Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Revenue $ 11,696 $ 33,203 (21,507 ) (65 )% Revenue decreased by $21.51 million, or 65% to $11.7 million for the twelve months ended December 31, 2024, as compared to $33.2 million for the twelve months ended December 31, 2023.
Results of Operations The following tables set forth selected Consolidated Statements of Operations and Comprehensive Loss data and such data as a percentage of total revenues for each of the periods indicated: Year Ended December 31, (Amounts in ‘000) 2025 % of Sales 2024 % of Sales Revenue $ 13,891 100 % $ 11,696 100 % Less: Cost of revenue (exclusive of depreciation /amortization) 12,001 86 % 8,806 75 % Sales and marketing 3,084 22 % 2,203 19 % General and administrative 7,337 53 % 3,950 34 % Bad debt expense 17 0 % 170 1 % Research and development 536 4 % 429 4 % Depreciation and amortization 705 5 % 889 8 % Other income (857 ) (6 )% (7 ) 0 % Changes in fair value (41 ) 0 % - 0 % Forex loss 18 0 % - 0 % Interest expense 567 4 % 1,213 10 % Income taxes - 0 % 12 0 % Net loss $ (9,476 ) (68 )% $ (5,969 ) (51 )% 37 Revenue from operations Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Net Revenue $ 13,891 $ 11,696 2,195 19 % Revenue increased by $2.2 million, or 19% to $13.9 million for the year ended December 31, 2025 as compared to $11.7 million for the year ended December 31, 2024.
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 and Platform Services which is of recurring nature when compared to Software Services segment which is of non-recurring nature.
To increase cross-selling opportunities between our operating segments and support long-term revenue growth, our focus has shifted toward Managed Services and Support and Corporate & Others, which typically generate recurring revenue, compared to the Software Services segment, which is generally non-recurring in nature.
During the twelve months ended December 31, 2024, we generated revenues of approximately $11.7 million compared to revenue of $33.2 million for the twelve months ended December 31, 2023, which represents a decrease of $21.6 million or 65% compared to the previous year.
During the year ended December 31, 2025, we generated revenues of approximately $13.9 million compared to $11.7 million for the year ended December 31, 2024, which represents an increase of $2.2 million or 19% compared to the previous year.
Deferred revenues Advanced billings to clients in excess of revenue earned are recorded as deferred revenue until the revenue recognition criteria are met. 38 Unbilled accounts receivable Unbilled accounts receivable is a contract asset related to the delivery of our professional services for which the related billings will occur in a future period.
Unbilled accounts receivable Unbilled accounts receivable is a contract asset related to the delivery of our professional services for which the related billings will occur in a future period. Unbilled receivables are classified as accounts receivable on the consolidated balance sheet.
Revenue from Platform Services decreased by $1.3 million, or 82% to $0.3 million for the twelve months ended December 31, 2024, as compared to $1.6 million for the twelve months ended December 31, 2023.
Revenue from Corporate & Others decreased by $0.01 million, or 3% to $0.3 million for the year ended December 31, 2025, as compared to $0.3 million for the year ended December 31, 2024.
Provision for income taxes Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Provision for income taxes $ 12 $ 35 $ (23 ) (66 )% Provision for income taxes decreased by $0.02 million, or 65 % to $0.01 million for the twelve months ended December 31, 2024, as compared to $0.03 million for the twelve months ended December 31, 2023, this represents state taxes.
Provision for income taxes Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Provision for income taxes $ - $ 12 $ (12 ) (100 )% Provision for income taxes decreased by 100% to $0 for the year ended December 31, 2025, as compared to $0.01 million for the year ended December 31, 2024.
Investing Activities Net cash used in investing activities was $0 million for the twelve months ended December 31, 2024, and $0.013 million for the twelve months ended December 31, 2023. Financing Activities Cash flows from financing activities was $0.135 million for the twelve months ended December 31, 2024, and $2 million for the twelve months ended December 31, 2023.
Financing Activities Net cash generated from financing activities was $25.9 million and net cash used in financing activities was ($0.1) respectively for the years ended December 31, 2025, and 2024.
We do not yet have enough information about our competition or customer acceptance of our SaaS offerings to determine whether or not recurring subscription revenue will have a material impact on our revenue growth. 35 Key Factors of Success We believe that our future growth, success, and performance are dependent on many factors, including those mentioned below.
While these platforms are commercially available, we are still in the early stages of scaling our SaaS offerings and do not yet have sufficient information regarding competitive dynamics or customer adoption to determine the extent to which subscription-based revenue will materially impact our overall revenue growth. 33 Key Factors of Success We believe that our future growth, success, and performance are dependent on many factors, including those mentioned below.
We have made additional investments in Sales & Marketing and Research & Development to grow Managed Services & Support and Platform Services revenue. We expect this trend to continue and have a net positive impact on overall results of operations.
We expect this trend to continue and to have a positive impact on our overall results of operations.
Managed Services and Support revenue decreased by $1.3 million, or 41% to $1.8 million for the twelve months ended December 31, 2024, as compared to $3.1 million for the twelve months ended December 31, 2023.
Revenue from Software Services increased by $3.6 million, or 76% to $8.3 million for the year ended December 31, 2025, as compared to $4.7 million for the year ended December 31, 2024.
Revenue, Cost of Revenue and Operating Profit by Operating Segment Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Software Services $ 4,692 $ 21,132 $ (16,440 ) (78 )% Managed Services and Support 6,716 10,452 (3,736 ) (36 )% Platform Services 288 1,619 (1,331 ) (82 )% Revenue $ 11,696 $ 33,203 $ (21,507 ) (65 )% We manage our business under three operating segments, which are Software Services, Managed Services and Support and Platform Services. 43 Revenue from Software Services decreased by $16.4 million, or 78% to $4.7 million for the twelve months ended December 31, 2024, as compared to $21.1 million for the twelve months ended December 31, 2023.
Forex loss Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Forex loss $ (18 ) $ - $ (18 ) (100 )% Forex loss increased by 100% to $0.02 million for the year ended December 31, 2025, as compared to $0 for the year ended December 31, 2024. 41 Revenue, Cost of Revenue and Operating Profit by Operating Segments Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Software services $ 8,255 $ 4,692 $ 3,563 76 % Managed services and support 5,358 6,716 (1,358 ) (20 )% Corporate & others 278 288 (10 ) (3 )% Net revenue $ 13,891 $ 11,696 $ 2,195 19 % We manage our business under three operating segments, which are Software Services, Managed Services and Support and Corporate & Others.
Cost of Revenue Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Software Services $ 3,962 $ 17,585 $ (13,623 ) (77 )% Managed Services and Support 4,671 7,794 (3,123 ) (40 )% Platform Services 173 1,047 (874 ) (83 )% Cost of Revenue $ 8,806 $ 26,426 $ (17,620 ) (67 )% Cost of Revenue from Software Services decreased by $13.6 million, or 77% to $3.9 million for the twelve months ended December 31, 2024, as compared to $17.5 million for the twelve months ended December 31, 2023.
Cost of Revenue Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Software Services $ 6,893 $ 3,962 $ 2,931 74 % Managed Services and Support 4,229 4,671 (442 ) (9 )% Corporate & Others 879 173 706 408 % Cost of Revenue $ 12,001 $ 8,806 $ 3,195 36 % Cost of Revenue from Software Services increased by $2.9 million, or 74% to $6.9 million for the year ended December 31, 2025, as compared to $4 million for the year ended December 31, 2024.
Cost of revenue (exclusive of depreciation /amortization) Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Cost of revenue (exclusive of depreciation /amortization) $ 8,806 $ 26,426 $ (17,620 ) (67 )% Cost of revenue (exclusive of depreciation /amortization) decreased by $17.62 million, or 67 % to $8.81 million for the twelve months ended December 31, 2024 as compared to $26.43 million for the twelve months ended December 31,2023 Bad debt expense Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Bad debt expense $ 170 $ - $ (170 ) (100 )% Bad debt expense increased by $0.17 million, or 100 % to $0.17 million for the twelve months ended December 31, 2024 as compared to $0 million for the twelve months ended December 31,2023.
Managed Services and Support revenue increased by $0.9 million, or 47% to $2.7 million for the year ended December 31, 2025, as compared to $1.8 million for the year ended December 31, 2024. 38 Cost of revenue (exclusive of depreciation /amortization) Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Cost of revenue (exclusive of depreciation /amortization) $ 12,001 $ 8,806 $ 3,195 36 % Cost of revenue (exclusive of depreciation /amortization) increased by $3.2 million, or 36 % to $12 million for the year ended December 31, 2025, as compared to $8.8 million for the year ended December 31, 2024.
Sources of Liquidity As of December 31, 2024, our principal sources of liquidity consisted of cash and cash equivalents of $0.002 million. We believe that the fund raise of $15.20 million in February, 2025 will be sufficient to meet our working capital requirements over the next 12 months.
We believe our existing cash and cash equivalents generated from operations will be sufficient to meet our routine working capital over the next 12 months.
Research and development Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Research and development $ 429 $ 799 $ (370 ) (46 )% Research and development decreased by $0.37 million, or 46 % to $0.43 million for the twelve months ended December 31, 2024 as compared to $0.8 million for the twelve months ended December 31,2023 41 Sales and marketing Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Sales and marketing $ 2,203 $ 4,670 $ (2,467 ) (53 )% Sales and marketing decreased by $2.47 million, or 53 % to $2.20 million for the twelve months ended December 31, 2024 as compared to $4.67 million for the twelve months ended December 31,2023.
Sales and marketing Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Sales and marketing $ 3,084 $ 2,203 $ 881 40 % Sales and marketing increased by $0.9 million, or 40% to $3 million for the year ended December 31, 2025, as compared to $2.2 million for the year ended December 31, 2024.
The revenue from solutions delivery model contains a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time. During the periods presented the company generated Platform revenue on solution delivery model only, which is non-recurring revenue.
During the periods presented the Company generated revenue from Platform services on a fixed-price solutions delivery model.
We expect our depreciation and amortization expense to increase as we 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.
Other income / (expense), net Other income / (expense), net, consists of finance cost and gains or losses on foreign currency. 36 Deferred revenues Advanced billings to clients in excess of revenue earned are recorded as deferred revenue until the revenue recognition criteria are met.
Our software services include strategic advisory, implementation and development services and Managed Services and Support include post implementation support and cloud hosting. Our CloudEz and DataEz platforms became commercially available to deploy under solution delivery model in 2019 and Readabl.AI platform from last quarter of 2020.
Our software services include strategic advisory, implementation, and development services, while our Managed Services and Support offerings include post-implementation support and cloud hosting.
Removed
While these platforms are commercially available, we continue to upgrade them on a regular basis. We are in the early stages of marketing CloudEz, DataEz and Readabl.AI as our SaaS offerings on a subscription basis, which we expect will provide us with recurring revenues.
Added
Our proprietary platforms, including CloudEz, DataEz, Readabl.AI, Ziloy, and Ezovion, are available for deployment through our solution delivery model as well as through Software-as-a-Service (SaaS) offerings, and continue to be enhanced and upgraded on a regular basis to address evolving client needs and technological advancements.
Removed
Revenue for Managed Services and Support is recognized ratably over the life of the contract. Platform Services Platform Services from CloudEz, DataEz and Readabl.AI are offered as a solution delivery model till 2021. We have launched our platforms as Software as a Service (SaaS) on a subscription model.
Added
Over time, we expect the revenues to shift towards recurring and subscription-based revenues.
Removed
Our SaaS agreements will be generally non-cancellable during the term, although customers typically will have the right to terminate their agreements for cause in the event of material breach. SaaS revenues will be recognized ratably over the respective non-cancellable subscription term because of the continuous transfer of control to the customer.
Added
Revenue for Managed Services and Support is recognized ratably over the life of the contract. Corporate and Others This segment includes Corporate Head Office of the Company as well as the standard contracts for its Platform Services, however the statement of work contained in such contracts is unique for each customer.
Removed
Our subscription arrangements will be considered service contracts, and the customer will not have the right to take possession of the software Segment wise revenue breakup.
Added
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. The revenue from Platform services is a distinct performance obligation and recognized based on SSP.
Removed
Paycheck protection program On February 9, 2021, we received a PPP loan pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) amounting to $1.06 million.
Added
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.
Removed
The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.
Added
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.
Removed
The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period.
Added
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 immediately, where appropriate.
Removed
The unforgiven portion of the PPP loan is payable over five years at an interest rate of 1%, with a deferral of payments for the first six months. The Company has utilized the proceeds for purposes in line with the terms of the PPP.
Added
We expect our depreciation and amortization expense to increase as we expand our business organically and through acquisitions. An impairment charge is recognized when the carrying value of an asset exceeds its estimated recoverable amount.
Removed
General and administrative Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % General and administrative $ 3,950 $ 5,727 $ (1,777 ) (31 )% General and administrative decreased by $1.78 million, or 31 % to $3.95 million for the twelve months ended December 31, 2024 as compared to $5.73 million for the twelve months ended December 31,2023 Depreciation and amortization Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Depreciation and amortization $ 889 $ 1,566 (677 ) (43 )% Depreciation and amortization decreased by $0.68 million, or 43 % to $0.89 million for the twelve months ended December 31, 2024 as compared to $1.57 million for the twelve months ended December 31,2023 Impairment expense Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Impairment expense $ - $ 1,710 $ (1,710 ) (100 )% Impairment expense decreased by $1.71 million, or 100 % to $0 million for the twelve months ended December 31, 2024 as compared to $1.71 million for the twelve months ended December 31,2023 42 Interest expense Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Interest expense $ 1,213 $ 968 $ 245 (25 )% Interest expense increased by $0.24 million, or 25 % to $1.21 million for the twelve months ended December 31, 2024 as compared to $0.97 million for the twelve months ended December 31,2023 Other income Twelve Months Ended December 31, (In thousands) Changes 2024 2023 Amount % Other income $ 7 $ 12 $ (5 ) (42 )% Other income decreased by $0.005 million, or 42 % to $0.007 million for the twelve months ended December 31, 2024, as compared to $0.012 million for the twelve months ended December 31, 2023.
Added
Gross margin During the year ended December 31, 2025, the gross margin generated by the Company remained 13.6%, as compared to 24.7% during the year ended December 31, 2024. This is mainly due to the acquisition and onboarding of the SecureKloud contracts, which had been negotiated at lower margins prior to the acquisition.
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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.
Added
Going forward, all new contracts are being negotiated at higher margins, and as a result we expect future gross margins to increase materially over the next few quarters.
Removed
Software Services contracts are driven by Time and Material and on-site employees delivering services at customers location. Our CloudEz, DataEz and Readabl.ai platforms are getting more traction, and this will lead to increase in revenue from platform services.
Added
General and administrative Year Ended December 31, (In thousands) Changes 2025 2024 Amount % General and administrative $ 7,337 $ 3,950 $ 3,387 86 % General and administrative increased by $3.4 million, or 86% to $7.3 million for the year ended December 31, 2025, as compared to $4 million for the year ended December 31, 2024.
Removed
Cost of Revenue from Platform Services decreased by $0.9 million, or 83% to $0.2 million for the twelve months ended December 31, 2024, as compared to $1.1 million for the twelve months ended December 31, 2023. 44 Segment operating profits by reportable segment were as follows: As of December 31, 2024 Particulars Software Services Managed Services Platform Services Total Revenue from customers $ 4,692 $ 6,716 $ 288 $ 11,696 Intersegment revenues - - - - Total 4,692 6,716 288 11,696 Less: - Elimination of intersegment revenues - - - - Cost of revenue (3,962 ) (4,671 ) (173 ) (8,806 ) Segmental gross profit 730 2,045 115 2,890 Research and development 429 429 Sales and marketing 952 1,364 59 2,375 General and administrative 1,584 2,267 97 3,948 Segmental profit / (loss) $ (1,806 ) $ (1,586 ) $ (470 ) $ (3,862 ) Interest expenses (487 ) (696 ) (30 ) (1,213 ) Depreciation and amortization - - (889 ) (889 ) Other income 3 4 - 7 Income before income taxes (2,290 ) (2,278 ) (1,389 ) (5,957 ) Income tax 5 7 - 12 Income after income taxes (2,295 ) (2,285 ) (1,389 ) $ (5,969 ) As of December 31, 2023 Particulars Software Services Managed Services Platform Services Total Revenue from customers $ 21,132 $ 10,452 $ 1,619 $ 33,203 Intersegment revenues - - - - Total 21,132 10,452 1,619 33,203 Less: - Elimination of intersegment revenues - - - - Cost of revenue (17,585 ) (7,794 ) (1,047 ) (26,426 ) Segmental gross profit 3,547 2,658 572 6,777 Research and development - - 799 799 Sales and marketing 2,972 1,470 228 4,670 General and administrative 3,645 1,803 279 5,727 Segmental profit / (loss) $ (3,070 ) $ (615 ) $ (734 ) $ (4,419 ) Interest expenses (616 ) (305 ) (47 ) (968 ) Depreciation and amortization - - (1,566 ) (1,566 ) Impairment - - (1,710 ) (1,710 ) Other income 8 3 1 12 Income before income taxes (3,678 ) (917 ) (4,056 ) (8,651 ) Income tax 22 11 2 35 Income after income taxes (3,700 ) (928 ) (4,058 ) $ (8,686 ) 45 Liquidity and Capital Resources As of As of December 31, December 31, 2024 2023 (In thousands) Cash and cash equivalents $ 20 $ 1,234 Total cash, cash equivalents and short-term investments $ 20 $ 1,234 As of As of December 31, December 31, 2024 2023 (In thousands) Cash flows used in operating activities $ (1,081 ) $ (2,151 ) Cash flows used in investing activities - (12 ) Cash flows provided by financing activities (133 ) 2,056 Net increase (decrease) in cash and cash equivalents $ (1,214 ) $ (107 ) As of December 31, 2024, our principal sources of liquidity for working capital purposes were cash, cash equivalents and short-term investments totaling $0.002 million.
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Bad debt expense Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Bad debt expense $ 17 $ 170 $ (153 ) (90 )% Bad debt expense decreased by $0.2 million, or 90% to $0.02 million for the year ended December 31, 2025, as compared to $0.2 million for the year ended December 31, 2024. 39 Research and development Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Research and development $ 536 $ 429 $ 107 25 % Research and development increased by $0.1 million, or 25% to $0.5 million for the year ended December 31, 2025, as compared to $0.4 million for the year ended December 31, 2024.
Removed
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company is yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon equity or other financings to fund ongoing operations, all of which raises substantial doubt about its ability to continue as a going concern.
Added
Depreciation and amortization Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Depreciation and amortization $ 705 $ 889 (184 ) (21 )% Depreciation and amortization decreased by $0.2 million, or 21% to $0.7 million for the year ended December 31, 2025, as compared to $0.9 million for the year ended December 31, 2024.
Removed
If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise.
Added
Interest expense Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Interest expense $ 567 $ 1,213 $ (646 ) (53 )% Interest expense decreased by 53% to $0.6 million for the year ended December 31, 2025, as compared to $1.2 million for the year ended December 31, 2024. 40 Other income Year Ended December 31, (In ‘000) Changes 2025 2024 Amount % Other income $ 857 $ 7 $ 850 12,143 % Other income increased by 12,143% to $0.9 million for the year ended December 31, 2025, as compared to $0.01 million for the year ended December 31, 2024.
Removed
We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. Operating Activities Net cash used in operating activities was $1.08 million for the twelve months ended December 31, 2024, and net cash used in operations was $2.1 million for the twelve months ended December 31, 2023.
Added
Changes in fair value Year Ended December 31, (In ‘000 ) Changes 2025 2024 Amount % Changes in fair value $ 41 $ - $ 41 100 % Changes in fair value remained $0.04 million for the year ended December 31, 2025, showing an increase of 100%, as compared to $0 for the year ended December 31, 2024.
Added
This strategic focus supports stronger client relationships and customer retention by leveraging our Managed Services and Support and Other offerings as ongoing value-added solutions. In addition, our emphasis on subscription-based, platform-driven delivery models is expected to help expand our customer base and improve customer retention, which can be more challenging in our traditional Software Services segment.
Added
Our platforms, including CloudEz, DataEz, Readabl.AI, Ziloy, and Ezovion, are gaining increased market traction, which we expect will contribute to growth in revenue from platform services. To support this growth, we have made additional investments in Sales and Marketing as well as Research and Development to expand our Managed Services and Support and Corporate & Other offerings.
Added
Cost of Revenue from Corporate & others increased by $0.7 million, or 408% to $0.9 million for the year ended December 31, 2025, as compared to $0.2 million for the year ended December 31, 2024. 42 Segment operating profits by reportable segment were as follows: For the Year ended December 31, 2025 Particulars Software Services Managed Services and Support Corporate & Others Total Net revenue $ 8,255 $ 5,358 $ 278 $ 13,891 Less: Cost of revenue (6,893 ) (4,229 ) (879 ) (12,001 ) Segment gross profit 1,362 1,129 (601 ) 1,890 Sales and marketing (833 ) (493 ) (1,758 ) (3,084 ) General and administrative (732 ) (304 ) (6,301 ) (7,337 ) Bad debts - - (17 ) (17 ) Research and development (222 ) - (314 ) (536 ) Segment operating profit/(loss) $ (425 ) $ 332 $ (8,991 ) $ (9,084 ) Interest expense - - (567 ) (567 ) Depreciation and amortization (419 ) (272 ) (14 ) (705 ) Other income - - 857 857 Forex loss - - (18 ) (18 ) Changes in fair value - - 41 41 Income/(Loss) before income tax (844 ) 60 (8,692 ) (9,476 ) Income tax - - - - Net income/(loss) $ (844 ) $ 60 $ (8,692 ) $ (9,476 ) For the Year ended December 31, 2024 Particulars Software Services (*) Managed Services and Support (*) Corporate & Others (*), (1) Total Net Revenue $ 4,692 $ 6,716 $ 288 $ 11,696 Less: - Cost of revenue (3,962 ) (4,671 ) (173 ) (8,806 ) Segment gross profit 730 2,045 115 2,890 Sales and marketing (505 ) (722 ) (976 ) (2,203 ) General and administrative (195 ) (279 ) (3,476 ) (3,950 ) Bad debts (170 ) (170 ) Research and development - - (429 ) (429 ) Segment operating profit / (loss) $ 30 $ 1,044 $ (4,936 ) $ (3,862 ) Interest expense - - (1,213 ) (1,213 ) Depreciation and amortization (356 ) (511 ) (22 ) (889 ) Other income - - 7 7 Income/(Loss) before income tax (326 ) 533 (6,164 ) (5,957 ) Income tax - - (12 ) (12 ) Net income/(loss) $ (326 ) $ 533 $ (6,176 ) $ (5,969 ) (1) formerly classified under Platform Segment.
Added
(*) Prior year figures have been reclassified for the purpose of comparison. 43 Liquidity and Capital Resources As of December 31, 2025 2024 (In ‘000) Cash, cash equivalents and short-term investments $ 7,625 $ 20 Total cash, cash equivalents and short-term investments $ 7,625 $ 20 For The Year Ended December 31, 2025 2024 (In ‘000) Cash flows used in operating activities $ (16,523 ) $ (1,081 ) Cash flows used in investing activities (1,751 ) - Cash flows provided by/(used in) financing activities 25,879 (133 ) Net increase/(decrease) in cash and cash equivalents $ 7,605 $ (1,214 ) As of December 31, 2025, our principal sources of liquidity for working capital purposes were cash, cash equivalents and short-term investments totaling $7.6 million.
Added
The Company incurred losses from operations of $9,789 and $4,751, negative operating cash flows of $16,523 and $1,081, and accumulated deficits of $42,999 and $33,571 for the years ended December 31, 2025 and 2024, respectively.
Added
Management evaluated these conditions and concluded that they have been sufficiently mitigated by the Company’s net assets of $9,944 (including cash and cash equivalents of $7,625) at December 31, 2025, and the gross proceeds of $9,825 raised through equity issuance subsequent to the year-end.
Added
Accordingly, management has concluded that the Company has sufficient resources to fund operations and meet its obligations as they become due for a period of at least twelve months from the date these consolidated financial statements are issued. Refer to Note 9 for further details.
Added
The Company has historically financed its operations primarily through equity issuances, debt financings, and other capital raising transactions. Management is actively pursuing additional sources of liquidity and is focused on improving operating performance through revenue growth, expense management, and working capital optimization. The Company may also seek strategic alternatives or other financing arrangements to support its capital requirements.
Added
There can be no assurance, however, that the Company will be able to obtain additional capital on acceptable terms, or at all, or that it will achieve sustainable positive cash flows from operations. Failure to obtain additional funding or achieve improved operating performance could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Added
The Company does not have inventory and hence the quick ratio is the same as the current ratio. 44 Sources of Liquidity As of December 31, 2025, our principal sources of liquidity consisted of cash and cash equivalents of $7.6 million. We have financed our operations primarily through financing activity and operating cash flows.

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