4) Goodwill and Other Intangibles

On June 16, 2025, Healthcare Triangle, Inc. through its wholly owned subsidiary Quantum Nexus Inc. (the “Company”) and Niyama Healthcare, Inc., a Delaware corporation, a provider of Mental Health and Hospital Information Systems technology, across India, South East Asia, and Europe (the “Seller”) entered into an Asset Transfer Agreement (the “Agreement”). Pursuant to the Agreement, the Company agreed to purchase from the Seller the Transferred Assets (comprising of contracts, intellectual property and related assets), and (ii) the Seller’s 100% shareholder equity interest in Ezovion Solutions Private Limited, Chennai, India - Hospital Information Systems SaaS Provider as Seller’s Equity (the “Transferred Equity”), as a whole and as a going concern in exchange for the Purchase Price (as defined below). The acquisition had closing date of June 16, 2025.

The total consideration for the acquisition, which is referred to herein as the “Purchase Price” is $5,700 which includes: (1) $1,500 in cash, of which $1,200 is due on the Closing Date and $300 to be paid at the later of the satisfaction of certain withholding requirements or within 120 days of the Closing Date; during the quarter ended June 30, 2025, the Company made a payment of $600 out of the $1,500 obligation. The remaining balance of $900 is recognized as payable as at June 30, 2025. (2) 1,388,041 shares of restricted common stock of the Company equal to $3,000 divided by $2.16, issued on the Closing Date; and (3) up to $1,200 in earn-out payments contingent on first-year financial performance targets to be agreed upon within 90 days of the Closing Date.

The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.