Healthcare Triangle, Inc. (HCTI) announced on September 2, 2026, that it has entered into a Separation and Distribution Agreement with Teyame AI Holdings, Inc., a wholly-owned subsidiary, to execute a planned spin-off of the AI entity. The transaction involves distributing a minority interest in Teyame Common Stock to holders of HCTI Common Stock on a pro rata basis. Following the Distribution, HCTI will retain a majority ownership stake in Teyame, and both companies intend to operate as separate public entities.
The Separation Agreement outlines the mechanics of the spin-off, which is subject to the satisfaction of specific conditions. These conditions include the effectiveness of a Registration Statement on Form 10 filed by Teyame with the SEC, approval of Teyame Common Stock for listing on Nasdaq, and the absence of legal restraints preventing the distribution. The Distribution is scheduled to occur at 12:01 a.m. Eastern time on the Distribution Date, with fractional shares to be paid in cash. HCTI retains the authority to terminate or alter the Distribution prior to the Effective Time.
Financial and administrative details were also disclosed. The Distribution is currently expected to be a taxable event for U.S. federal income tax purposes. HCTI will provide transitional services to Teyame under a separate Transition Services Agreement, including accounting, administrative, legal, contracting, and IT services. These services will be billed monthly by HCTI to Teyame, with payments due within 15 days of the statement date. Additionally, HCTI will remain jointly and severally liable for any remaining cash consideration under a prior Share Purchase Agreement, while Teyame will assume the obligations of the Buyer and Parent under that agreement.
