UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period from to

 Commission File Number: 001-40903

 HEALTHCARE TRIANGLE, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 84-3559776

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 7901 Stoneridge Drive, Suite 220 Pleasanton, CA

 94588

 (Address of principal executive offices)

 (Zip Code)

 (925) 270-4812

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Ticker Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.00001 par value

 HCTI

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

 Indicate by check if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer Accelerated
filer Non-accelerated filer Smaller reporting company
Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).

 The aggregate market value of
voting stock held by non-affiliates of the registrant on June 30, 2023, based on the closing price of $2.33 for shares of the registrant's
common stock as reported by The Nasdaq Stock Market, was approximately $ 3,723,021. Shares of common stock beneficially owned by each executive
officer and director have been excluded in that such persons may be deemed to be affiliates.

 As of February 14, 2025, 6,401,824 shares
of the registrant's common stock, $0.00001 par value per share, were issued and outstanding.

 PART I – FINANCIAL INFORMATION

 Item 1 Business

 Item 1A Risk Factors

 Item 1B Unresolved Staff Comments

 Item 1C Cybersecurity

 Item 2 Properties

 Item 3 Legal Proceedings

 Item 4 Mine Safety Disclosures

 Item 5 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6 [Reserved]

 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8 Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A Controls and Procedures

 Item 9B Other Information

 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10 Directors, Executive Officers and Corporate Governance

 Item 11 Executive Compensation

 Item 12 Security ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13 Certain Relationships and Related party Transactions, and Director Independence

 Item 14 Principal Accounting Fees and Services

 Item 15 Exhibit and Financial Statement Schedules

 i

 EXPLANATORY NOTE

 This Annual Report on Form 10-K (this "Form
10-K") of Healthcare Triangle, Inc., a Delaware corporation, (the "Company," "we," "our," or
"us") for the year ended December 31, 2023, includes consolidated comparative financial statements and disclosures which have been
restated from the Form 10-K previously filed for the year ended December 31, 2023, with the Securities and Exchange Commission (the "SEC")
on March 18, 2024 (the "2023 Original Filing").

 Restatement of the Financial Statement
for Fiscal Year Ended December 31, 2023

 This Form 10-K restates the 2023 Original
Filing and related disclosures, The Company engaged M&K CPAS PLLC ("New Auditing Firm" or "New Auditors")
on May 08, 2024, to replace the previous auditing firm, BF Borgers CPA PC ("Borgers"), and to reaudit the financial statements
for the years ended December 31, 2022 and December 31, 2023.

 During the 2024 audit that was in progress,
on May 3, 2024, the SEC entered, and the Company became aware of, an order instituting settled administrative and cease-and-desist proceedings
against Borgers, which order includes denying Borgers the privilege of appearing or practicing before the SEC as an accountant.

 During the 2023 reaudit, procedures were
applied that led the Company and the new auditors to believe sufficient audit procedures were not performed by Borgers when auditing
the 2022 and 2023 financial statements. The Audit Committee of the Board of Directors of the Company was made aware of prior period errors by M&K
and the adjustments suggested by M&K were agreed to by the management of the Company have been disclosed under "Restatement
of Previously Issued Financials".

 ii

 NOTE ABOUT FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K, including the
sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors,"
contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, involving substantial risks and uncertainties. The words "believe," "may,"
"will," "potentially," "plan," "could," "should," "predict," "ongoing,"
"estimate," "continue," "anticipate," "intend," "project," "expect," "seek,"
or the negative of these words, or terms or similar expressions conveying uncertainty of future events or outcomes, or that concern our
expectations, strategy, plans or intentions, are intended to identify forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those projected, anticipated, or expected. When considering
forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed under the heading "Risk
Factors" and in our publicly available filings and press releases. These statements include, among other things, those regarding:

 our
ability to continue to add new customers and increase sales to our existing customers;

 our ability to develop new solutions and bring them to market in a timely manner;

 our ability to timely and effectively scale and adapt our existing solutions;

 our dependence on establishing and maintaining a strong brand;

 the occurrence of service interruptions and security or privacy breaches and related remediation efforts and fines;

 system failures or capacity constraints

 the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;

 our future financial performance, including our expectations regarding our revenue, cost of revenue, operating
expenses, including changes in technology and development, marketing and advertising, general and administrative and customer care expenses,
and our ability to achieve and maintain future profitability;

 our ability to continue to efficiently acquire customers, maintain our high customer retention rates and maintain the level of our
customers' lifetime spend;

 our ability to provide high quality customer care;

 the effects of increased competition in our markets and our ability to compete effectively;

 our ability to grow internationally;

 the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to
such fluctuations;

 our ability to effectively manage our growth and associated investments, including our migration of the vast majority of our infrastructure
to the public cloud;

 our ability to maintain our relationships with our partners;

 adverse consequences of our substantial level of indebtedness and our ability to repay our debt;

 our ability to maintain, protect and enhance our intellectual property;

 our ability to maintain or improve our market share;

 sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;

 beliefs and objectives for future operations;

 iii

 our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business
both in the United States (U.S.) and internationally;

 economic and industry trends or trend analysis;

 our ability to attract and retain qualified employees and key personnel;

 anticipated income tax rates, tax estimates and tax standards;

 interest rate changes;

 the future trading prices of our common stock;

 our expectations regarding the outcome of any regulatory investigation or litigation;

 the amount and timing of future repurchases of our common stock under any share repurchase program;

 the potential impact of shareholder activism on our business and operations;

 the length and severity of the coronavirus (COVID-19) pandemic and its impact on our business, customers and employees; as well as
other statements regarding our future operations, financial condition, growth prospects and business strategies.

 We operate in very competitive and rapidly changing environments, and
new risks emerge from time-to-time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events discussed
in this report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.

 You should not rely upon forward-looking statements as predictions
of future events. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee
the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved
or occur. Neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements.
We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to confirm such
statements to actual results or to changes in our expectations, except as required by law. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.

 Unless expressly indicated or the context suggests otherwise, references
to "Healthcare Triangle," "company," "we," "us" and "our" refer to Healthcare Triangle
Inc. and its consolidated subsidiary.

 We operate in very competitive and rapidly-changing
environments, and new risks emerge from time-to-time. It is not possible for us to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking
statements.

 You should not rely upon forward-looking statements
as predictions of future events. Although we believe the expectations reflected in our forward looking statements are reasonable, we cannot
guarantee the future results, levels of activity, performance or events and circumstances described in the forward looking statements
will be achieved or occur. Neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward looking
statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report
to conform such statements to actual results or to changes in our expectations, except as required by law. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements.

 Unless expressly indicated or the context suggests
otherwise, references to "Healthcare Triangle", "HTI", "company", "we", "us" and "our"
refer to Healthcare Triangle Inc. and its consolidated subsidiary.

 All references to the number of common shares
and price per Common Stock have been adjusted to reflect the one-for-ten reverse stock split effectuated in May 2023.

 iv

 RISK FACTORS SUMMARY

 Investing in our common stock involves numerous
risks, including the risks summarized below and described in further detail in "Part I, Item 1A. Risk Factors" of this Annual
Report on Form 10-K, any one of which could materially adversely affect our business, financial condition, results of operations, and
prospects. These risks include, but are not limited to, the risks noted below.

 Competition with companies that have greater financial, technical,
and marketing resources than we have could result in a loss of clients and/or a lowering of prices for our products, causing a decrease
in our revenues and/or market share.

 We are dependent on the continued availability of third-party hosting and transmission services. Loss of contractual relationship
with operational issues with, or changes to the costs of, our third-party data center providers could harm our business, reputation, or
results of operations.

 Our Parent's control could prevent us from obtaining essential services at lower rates and if our Parent ceases to provide us
with services our business could suffer.

 As a "controlled company" under the Nasdaq Marketplace Rules, we may choose to exempt our Company from certain corporate
governance requirements that could have an adverse effect on our public stockholders.

 A significant inadvertent disclosure or breach of confidential and/or personal information we hold, or of the security of our or our
customers', suppliers', or other partners' computer systems could be detrimental to our business, reputation, and results
of operations.

 Defects or disruptions in our cloud software solutions could result in diminished demand for our platforms and services, a reduction
in our revenues, and subject us to substantial liability.

 We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan.

 We may be unable to successfully introduce new products or services or fail to keep pace with advances in technology.

 Our business depends in part on our ability to establish and maintain additional strategic relationships.

 Our sales cycle can be lengthy and unpredictable, which may cause our revenue and operating results to fluctuate significantly.

 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.

 We may be liable for infringing the intellectual property rights of others.

 We may not be able to protect our intellectual property rights throughout the world.

 Our use of third-party open-source software could negatively affect our ability to offer our products and services through our platforms
and subject us to possible litigation.

 v

 Any failure to protect our intellectual property that is not registered could impair our business.

 Markets for our products and services are highly competitive and subject to rapid technological change, and we may be unable to compete
effectively in these markets.

 Increased government involvement in healthcare could materially and adversely impact our business.

 Consolidation in the healthcare industry could adversely impact our business, financial condition, and operating results.

 We are subject to numerous regulatory requirements of the healthcare industry and is susceptible to a changing regulatory environment.

 We may be directly and indirectly liable for its client's non-compliance with laws and regulations addressing Electronic Health
Records.

 We may be subject to liability as a result of a failure or a perceived failure to comply with laws and regulations governing approval
and reimbursement of claims by healthcare industry payers.

 We may have to incur material expenses in order to accommodate its client's interoperability requests dictated by interoperability
standards of exchange of health information.

 We may not see the benefits from government funding programs initiated to accelerate the adoption and utilization of health information
technology.

 We may be subject to false or fraudulent claim laws.

 The market for our data analysis systems and software solutions is new and unproven and may not grow.

 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.

 If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

 Our Parent owns approximately 59.18% of our common stock and will be able to exert a controlling influence over our business affairs
and matters submitted to stockholders for approval.

 Regulatory action against our Parent and our Chief Executive Officer in foreign jurisdiction.

 The elimination of personal liability against our directors and officers
under Delaware law and the existence of indemnification rights held by our directors, officers and employees may result in substantial
expenses.

 vi

 Item 1. Business

 We are a Healthcare information technology company
focused on advancing innovative industry-transforming solutions in the sectors of cloud services, data science, and professional and managed
services for the Electronic Health Record (EHR), Healthcare and Life Sciences industry.

 Our approach leverages our proprietary technology
platforms, extensive industry knowledge, and healthcare domain expertise to provide solutions and services that reinforce healthcare progress.
Through our platform, solutions, and services, we support healthcare delivery organizations, healthcare insurance companies, pharmaceutical
and Life Sciences, biotech companies, and medical device manufacturers in their efforts to improve data management, develop analytical
insights into their operations, and deliver measurable clinical, financial, and operational improvements.

 We offer a comprehensive suite of software, solutions,
platforms and services that enables some of the world's leading healthcare and pharma organizations to deliver personalized healthcare,
precision medicine, advances in drug discovery, development and efficacy, collaborative research and development, respond to real world
evidence, and accelerate their digital transformation. We combine our expertise in the healthcare technology domain, cloud technologies,
DevOps and automation, data engineering, advanced analytics, AI/ML, Internet of things ("IoT"), security, compliance, and
governance to deliver platforms and solutions that drive improved results in the complex workflows of Life Sciences, biotech, healthcare
providers, and payers. Our differentiated solutions, enabled by intellectual property platforms provide advanced analytics, data science
applications, and data aggregation in a secure, compliant and cost-effective manner to our customers. Our approach reinforces healthcare
progress through advanced technology, extensive industry knowledge, and domain expertise.

 Our deep expertise in healthcare allows us to
reinforce our clients' progress by accelerating their innovation. Our healthcare IT services include EHR and software implementation,
optimization, extension to community partners, as well as application managed services, and backup and disaster recovery capabilities
on public cloud. Our 24x7 managed services are used by hospitals and health systems, payers, Life Sciences, and biotech organizations
in their effort to improve health outcomes and deliver deeper, more meaningful patient and consumer experiences. Through our services,
our customers achieve return on investment in their technology by delivering measurable improvements. Combined with our software and solutions,
our services provide clients with an end-to-end partnership for their technology innovation.

 We believe our principal competitive factors in
our market include our technology capabilities, domain expertise, and on-demand customer support for companies to realize the benefits
of modern cloud, data, and security architectures. There are several unique factors mentioned below that make HTI an attractive service
provider for healthcare and Life Sciences companies:

 Technology Platforms: our proprietary software platforms, CloudEz and DataEz, are leveraged by our healthcare
and Life Sciences customers for cloud transformation, automation, data management, security and data governance, and clinical and non-clinical
operations management. 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.

 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). HTI's
technology platforms CloudEz and DataEz are HITRUST self-certified. HTI also supports BAA (Business Associate Agreement) coverage for
healthcare clients along with cloud providers and PCI-DSS standards.

 Engagement and Flexibility: HTI's ability to achieve customer operational objectives through our design and commercialization
of innovative solutions with an outcome-based approach and prompt feedback.

 Team Members: our world-class team of certified cloud architects and our unique expertise in large global pharmaceutical and biotech
organizations and other participants of the healthcare industry.

 Personal Approach to Customers: our strong relationship management and deep understanding of customer
requirements enable us to continuously drive innovation. Our delivery methodology and automation-based approach give us the ability to
respond to our customers' needs and requirements rapidly.

 Partnership with Industry Leaders: our established relationships with healthcare and Life Sciences teams
of the public cloud providers, including Amazon Web Services ("AWS"), Google Cloud, Microsoft Azure Cloud, and EHR vendors
such as MEDITECH and Epic Systems while engaging with our customers for overall success.

 Our organizational capabilities and unique advantages
also include solving data insights and data interoperability challenges for the HCLS industry with our domain knowledge and technology
solutions. To accelerate healthcare providers' adoption of cloud and next-generation technologies, we leverage our Life Sciences
and medical device industry experience in cloud, data, IoT, AI/ML, security & compliance.

 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.
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. 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.

 Background

 As
 of December 31, 2023, SecureKloud Technologies, Inc., f/k/a 8K Miles Software Services, Inc.,
 a Nevada corporation (the "Parent"), owns approximately 59.18% of the Company.
 Our Parent is 60.71% owned by SecureKloud Technologies Ltd., a publicly traded Indian company.

 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, 2023, we had a total of 33 full time employees, 164 sub-contractors,
including 95 certified cloud engineers, 66 Epic Certified EHR experts and 21 MEDITECH Certified EHR experts. 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.

 The Company, along with the Parent, 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. HTI, along with the Parent, 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. MEDITECH, Epic Systems, Splunk Inc., Snowflake Inc., Looker Inc. (acquired by Google), and other technology companies. Our Parent
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.
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.

 Market

 Our target markets are healthcare delivery organizations
( e.g., hospitals, clinics, physician practices, and other healthcare providers) and Life Sciences organizations ( e.g., pharmaceutical
and biotech companies). These target markets are large and rapidly expanding, and the opportunity before us is substantial as data increasingly
becomes more critical to successful clinical quality improvement and outcomes, financial performance, drug discoveries, and the ever-important
need to ensure a positive patient and consumer experience.

 The US healthcare cloud transformation services
market will grow to $30B by 2027 with 17.4% CAGR as per Absolution Market Insights (2). Bloomberg business report estimates
that the global market for healthcare data science and analytics will be $40B by 2025 with a CAGR of 23.5% (3). The US healthcare
IT services market is estimated to be $149B by 2025 with a CAGR 11.7% as per Allied Market Research (4). The medical document
management market is estimated to be $555M by 2025 as per Market Data Forecast (5).

 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. 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.

 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

 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. This includes
information within patient health records, clinical trials, pharmacy benefit programs, imaging systems, sensors, and monitoring platforms,
laboratory results, patient-reported information, hospital, and physician performance programs, and billing and payment processing.

 The U.S. Healthcare system has invested billions
of dollars to collect vast amounts of detailed information in digital format. Examples of major areas of investment include electronic
transactional systems that digitize clinical information (e.g., EHR systems, pharmacy, laboratory, imaging, patient satisfaction, and
healthcare information exchanges), financial information (e.g., general ledger, costing, and billing), and operational information (e.g.,
supply chain, human resources, time and attendance, IT support, and patient engagement). Wearables and sensors drive personalized health
data for continuous monitoring of patients through daily activity logs, biometric sensors, fall sensors, social activity sensors, etc.
These wearables and sensors result in a proliferation of healthcare data that also includes socioeconomic, genomic, and remote patient
monitoring information. Collecting, storing, and using healthcare data is complicated by the breadth and depth of disparate sources, the
multitude of formats, and increasing regulatory requirements.

 The data is vital for Life Sciences and pharmaceutical
industries; however, traditional and current data platforms are not equipped to meet this surge or the analytic demands. Today, the data
platform is expected to stay relevant for at least 15 years, be able to democratize the data, and still be secure and compliant. Data
and analytics in healthcare is transforming the way illnesses are identified and treated, improving quality of life and avoiding preventable
deaths.

 We believe our DataEz platform addresses these
challenges. DataEz is a cloud-based data pipeline platform that helps to enable personal healthcare data management, analytics, and data
science capabilities for large Life Sciences, pharmaceutical, and healthcare organizations. It integrates with a larger variety of data
sources to ingest, process, store, analyze, and gain insights from the data. By leveraging the real-world evidence data and the ability
to diagnose through advanced predictive modelling, AI/ML makes the process simpler and less expensive. Life Sciences industries will require
a secure, privacy-compliant, and future-proof data platform as a foundation for large-scale genomics collaborations and for efforts to
analyze archived data, including privacy-protected data. This means most organizations will turn into data organizations and will aggressively
leverage data as a core asset to drive innovation in their businesses.

 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. Even as consumer demand for greater coordination grows, inflexible and disparate
legacy technological systems present a significant barrier to meeting consumers' wants and needs.

 After decades of investing in EHR technology,
the state of interoperability is insufficient and inhibits care coordination, health data exchange, clinical efficiency, and the quality
of care provided to patients. Given that the EHR is the principal electronic interface used today at the point of care, the path to improved
data-driven decision support will require integration between EHR systems and other data and analytics providers. Incidentally, the U.S.
Healthcare system is in the midst of an "open data wave," with an increasing focus on, and demand for, patient data interoperability.
Additionally, recent laws and regulations, such as the 21st Century Cures Act, promote and prioritize interoperability and the free exchange
of health information. The federal government's new regulations aim to help patients gain better control of their health data via
smartphone apps, interoperability is expected to increase between providers, payers, and healthcare technology companies.

 We believe our Healthcare Interoperability solutions
and proprietary platforms drive resilient interoperable health infrastructure as a catalyst for delivering better care and reducing costs.
We participate in Google Cloud's Healthcare Interoperability Readiness Program, which aims to help free up patient data and make
it more accessible across the continuum of care, as well as set up organizations for long-term success with more modern, interoperable
API-first architectures. We help healthcare providers understand their current interoperability maturity levels and map out a stepwise
journey to enable interoperability. 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.

 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 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 analyse data, garner meaningful insight from the results, and use these insights to drive material change to outcomes and economics.
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.

 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. CloudEz 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. CloudEz also delivers
an automated infrastructure compliance framework that facilitates our customers in being continuously compliant with regulatory requirements.

 Implementing a secured cloud that requires continuous
adherence of GxP / HIPAA compliance across a number of business units that individually span over a number of different vendors is the
biggest challenge across all regulatory specific industries, such as pharma and healthcare. An automation framework that offers secure,
continuous GxP / HIPAA compliance for pharmaceutical and healthcare businesses is required for faster deployment of business applications.

 CloudEz platform has several security controls
including identity & access management, cloud security & governance, data security, security information & event management,
network and application security.

 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. The implemented architecture
of some competing solutions is typically not scalable or does not allow workload flexibility. Reengineering such massive ecosystems is
neither cost-effective nor practical for enterprises that want to focus on maintaining their market position. Additionally, and more importantly,
when enterprise IT teams want to build their Data Lakes, centralized repository that store data, on the cloud, they must deal with overwhelming
complexities – from choosing the right cloud provider that addresses their needs and ensures necessary government regulatory security
and compliances are met to continuously managing a cost-effective infrastructure.

 HTI brings together large-scale datasets, expansive
connectivity, robust technology infrastructure, and industry-leading subject matter expertise. The capabilities of the HTI platforms enable
both the efficient determination of highly meaningful insights and the reliable achievement of meaningful impact in the quality and economics
of healthcare.

 DataEz is a cloud-based data analytics and data
science platform purpose-built for the data analytics and data science requirements of large Life Sciences/pharmaceutical and healthcare
provider organizations. This platform enables our healthcare customers to ingest, securely analyze, and transform data from disparate
sources to gain operational, financial, and clinical insights. DataEz is a fully secured and compliant platform that meets the regulatory
requirements and we offer this as a solution and Software as a Service (SaaS) subscription model for Life Sciences and healthcare provider
customers.

 Combinations of all proprietary technology toolsets
are configured to quickly empower highly differentiated solutions for customer needs in a highly scalable fashion. The flexibility of
the platform's modular design enables customers to integrate the capabilities of the platform with their own internal capabilities
or other third-party solutions. The platforms bring to the marketplace a highly extensible, national-scale capability to interconnect
with the healthcare ecosystem on a massive scale. This enables healthcare organizations to aggregate and analyze data in petabyte volumes,
arrive at sophisticated insights in real-time, drive meaningful impact, and intuitively visualize data and information to inform business
strategy and execution.

 DataEz platform includes the advanced analytics
capability for data scientists and analysts to rapidly spin up secure analytics workbenches. 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.

 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.

 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. 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. 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. Readabl. AI ensures that the necessary health information is available for patient care with reduced labor
requirements and faster processing.

 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.

 Cloud IT Services

 Cloud IT is a service offering that we provide
that incorporates several of our existing technological platforms. Below are several of the benefits of our Cloud IT service:

 1.
 Multi-Cloud Advisory: Our certified public cloud architects
and engineers are highly experienced and successful in providing end-to-end cloud advisory and deployment services. Our expert team of
cloud certified professionals develops and deploys complex applications onto public, private, and hybrid clouds. In addition, we have
a proven track record of migrating various IT infrastructures into cloud technologies, enabling healthcare organizations to attain their
business goals. 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.
 DevOps as a Service: Cloud DevOps, often also referred to as DevSecOps given the criticality of
security of the cloud, is the IT methodology through which enterprises migrate and manage their platforms and solutions in a continuous
fashion on the cloud. healthcare enterprise IT leadership can rely on HTI's turnkey managed services, strategic advisory services,
proven methodology, automation capabilities, and expertise to steadily migrate their IT assets to the cloud.

 3.
 Cloud Security Operations Centre (SOC): CloudEz comes with advanced AI/ML-enabled alerts and monitoring
services over and across the enterprise cloud environment. 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. Our solution
specifically serves the MEDITECH market today. MEDITECH BU/DR solution will soon be available on AWS marketplace for healthcare customers.

 5.
 Ransomware Protection: We are taking a proactive role in educating and equipping rural hospitals,
community hospitals, and large health systems with critical resources for improving their preparedness, prevention, detection, response,
and recovery from ransomware incidents. 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 centres. Our healthcare IT services are utilized by 100+ hospitals across the US. These services
include EHR implementation and optimization, managed services, interoperability, data assessments and tools, and clinical and training
consulting to improve clinical outcomes and the patient experience.

 EHR Implementation and Optimization: HTI is among one
of the few MEDITECH READY-certified implementation partners for MEDITECH, a leading EHR system vendor. This READY certification from
MEDITECH enables HTI to provide hospital clients with their EHR implementations. We have worked with hundreds of MEDITECH customers and
successfully implemented and optimized the MEDITECH platform. 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. We have successfully
enabled over 600 community physicians in over 100 locations through our community technology deployment services.

 EHR Managed Services: Our end-to-end EHR managed services cover hospital-wide IT support including
Tier 2/Tier 3 support, technical support, report writing, on-demand application support, Community Connect, and acquisition services.
HTI addresses healthcare organizations' growing frustrations, inefficiencies, and high provider turnover in the healthcare communities
through training and support to prevent loss of additional clinical resources, downturns in patient service volume, and loss of significant
revenue. HTI's Epic team offers a monthly support plan that provides comprehensive flexibility. It gives "flex support"
for clients, allowing for the division of necessary work hours across different Epic resources and applications. Since the pandemic started,
more hospitals and health systems are slowly making the transition to cloud platforms to host their EHRs and information systems to offer
real-time data insights and more storage solutions. HTI sees this as an opportunity to provide EHR-as-a-service capabilities in real-time
for hospitals on public cloud platforms.

 Interoperability Assessments and Services: HTI is recognized as one of the top eight partners of
the Google Cloud Healthcare Interoperability Readiness Program. Our services enable health systems to understand their readiness to meet
CURES act requirements and develop and execute a roadmap across technology platforms utilizing HL7's (Health Level Seven International
provides standards and solutions to empower global health data interoperability) and FHIR (Fast Healthcare Interoperability Resources)
standards.

 Data Assessment and Toolsets: healthcare clients also approach us to build two-way data applications
for quick and seamless communication with patients and to perform predictive analytics based on prior outcomes and readings from monitoring
devices. We offer self-cataloguing data lakes and automated data quality check solutions. 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.

 Corporate Information

 Our principal executive office is located at 7901
Stoneridge Drive, Suite 220, Pleasanton, CA 94588. Our telephone number is (925) 270-4812. Our website address is
The information on our website or that may be accessed by links on our website is not incorporated by reference into this Form 10-K. We
make available, free of charge and through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and any amendments to any such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, as soon as reasonably practicable after they are electronically filed with or furnished to the U.S. Securities and
Exchange Commission.

 Item 1A. Risk Factors

 Investing in our common stock is highly speculative
and involves a significant degree of risk. Before you invest in our securities, you should give careful consideration to the following
risk factors, in addition to the other information included in this Annual Report on Form 10-K, including our financial statements and
related notes, before deciding whether to invest in our securities. The occurrence of any of the adverse developments described in the
following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that
case, the trading price of our common stock could decline, and you may lose all or part of your investment.

 Risks Related to Our Company

 Competition with companies that have greater
financial, technical, and marketing resources than we have could result in a loss of clients and/or a lowering of prices for our products,
causing a decrease in our revenues and/or market share.

 There are a number of companies that are our principal
and secondary competitors and offer products and systems that are comparable to our solutions and address the markets we serve. The principal
competitive factors in our markets include product features, performance, and support, product scalability and flexibility, ease of deployment
and use, the total cost of ownership, and time to value. Some of our current and potential competitors have advantages over us, such as
longer operating histories, significantly greater financial, technical, marketing, or other resources, a stronger brand and business user
recognition, larger intellectual property portfolios, and broader global distribution and presence. Further, competitors may be able to
offer products or functionality similar to ours at a more attractive price than we can by integrating or bundling their software products
with their other product offerings. In addition, our industry is evolving rapidly and is becoming increasingly competitive. Larger and
more established companies may focus on creating a learning system or solutions that could directly compete with one or more of our offerings.
If companies move a greater proportion of their data and computational needs to the cloud, new competitors may emerge which offer services
comparable to ours or that are better suited for cloud-based data, and the demand for one or more of our offerings may decrease. Smaller
companies could also launch new products and services that we do not offer and that could gain market acceptance quickly. We may also
face competition from providers of cloud management systems and database systems, and other segment-specific applications. Any of these
companies, as well as other technology or healthcare companies, could decide at any time to specifically target hospitals and Life Sciences
companies within our target market. A number of existing and potential competitors are more established than we are and have greater name
recognition and financial, technical, and marketing resources. Products of our competitors may have better performance, lower prices,
and broader market acceptance than our products. We expect increased competition that could cause us to lose clients, lower our prices
to remain competitive, and, consequently, experience lower revenues, revenue growth, and profit margins, which would have a material adverse
effect on our financial condition and business prospects.

 We are dependent on the continued availability
of third-party hosting and transmission services. Loss of contractual relationship with operational issues with, or changes to the costs
of, our third-party data center providers could harm our business, reputation, or results of operations.

 We currently serve the majority of our platform
functions from third-party data center hosting facilities operated by Amazon Web Services, Google Cloud, and Microsoft Azure Cloud, and
we primarily use shared servers in such facilities. We are dependent on these third parties to provide continuous power, cooling, Internet
connectivity, and physical and technological security for our servers, and our operations depend, in part, on their ability to protect
these facilities against any damage or interruption from natural disasters, such as earthquakes and hurricanes, power or telecommunication
failures, criminal acts, and similar events. 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.

 Any damage to, or failure of, the systems of our
third-party providers could result in interruptions to our platforms. Despite precautions taken at our data centers, the occurrence of
spikes in usage volume, a natural disaster, such as earthquakes or hurricane, an act of terrorism, vandalism or sabotage, a decision to
close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability
of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. Also, in the event of damage
or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. 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.

 Our Parent's control could prevent us
from obtaining essential services at lower rates and if our Parent ceases to provide us with services our business could suffer.

 Our Parent 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. Although we pay our Parent 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 the Parent, our Parent'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 our Parent. Also, if
the Parent 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 we are prevented by the Parent in the future from paying third parties less for services currently provided by the Parent
or if the Parent is unable to provide us services it now provides, such events could have a material adverse effect on our business and
financial condition.

 As a "controlled company" under
the Nasdaq Marketplace Rules, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse
effect on our public stockholders.

 Under Rule 4350(c) of the Nasdaq Marketplace Rules,
a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company"
and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors
be independent, as defined in Nasdaq rules and the requirement that our compensation and nominating and corporate governance committees
consist entirely of independent directors. Although we do not intend to rely on the "controlled company" exemption under Nasdaq
rules, we could elect to rely on this exemption in the future. If we elect to rely on the "controlled company" exemption,
a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation
committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying
on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the
same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Our status
as a controlled company could cause our common stock to look less attractive to certain investors or otherwise harm our trading price.

 A significant inadvertent disclosure or breach
of confidential and/or personal information we hold, or of the security of our or our customers', suppliers', or other partners'
computer systems could be detrimental to our business, reputation, and results of operations.

 Our business requires the storage, transmission,
and utilization of data, including healthcare information, patient's information, personal information, and other information that
must be maintained on a confidential basis. These activities have made, and may in the future make, our clients and our products a target
of cyber-attacks by third parties seeking unauthorized access to the data contained on our platforms. As a result of the types and volume
of personal data on our systems, we believe that healthcare companies may be a target for such breaches and attacks.

 In recent years, the frequency, severity, and
sophistication of cyber-attacks, computer malware, viruses, social engineering, and other intentional misconduct by computer hackers have
significantly increased, and government agencies and security experts have warned about the growing risks of hackers, cybercriminals,
and other potential attackers targeting information technology systems. Such third parties could attempt to gain entry into our systems
for the purpose of stealing data or disrupting the systems. In addition, our security measures may also be breached due to employee error,
malfeasance, system errors, or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. 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.

 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. Any failure to prevent or mitigate security breaches and improper access to or disclosure of the
data we maintain, including personal information, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations,
fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management's attention, and other
liabilities and damage to our business.

 We cannot be certain that advances in criminal
capabilities, the discovery of new vulnerabilities in our systems, and attempts to exploit those vulnerabilities, physical system or facility
break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information
we possess.

 We
 may incur significant costs in protecting against or remediating cyber-attacks. Any security
 breach could result in operational disruptions that impair our ability to meet our customers'
 requirements, which could result in decreased revenue. Also, whether there is an actual or
 a perceived breach of our security, our reputation could suffer irreparable harm, causing
 our current and prospective customers to reject our products and services in the future,
 deterring data suppliers from supplying us data or customers from using our services, or
 changing consumer behavior adversely affecting our technology's market coverage. Further,
 we could be forced to expend significant resources in response to a security breach, including
 those expended in notifying individuals and providing mitigating services, repairing system
 damage, increasing cybersecurity protection costs by deploying additional personnel and protection
 technologies, and litigating and resolving legal claims or governmental inquiries and investigations,
 all of which could divert the attention of our management and key personnel away from our
 business operations.

 Finally, while we provide guidance and specific
requirements in some cases, we do not directly control any of our clients' cybersecurity operations, or the amount of investment
they place in guarding against cybersecurity threats. Accordingly, we are subject to any flaws in or breaches of their systems, which
could materially impact our business, operating results, and financial results.

 An inability to attract and retain highly skilled employees could
adversely affect our business.

 To execute our growth plan, we must attract and
retain highly qualified employees skilled in both software engineering and healthcare industry regulations. Competition for these employees
is intense, especially with respect to software engineers with high levels of experience in cloud-related services. We have, from time
to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with the appropriate level
of qualifications. Many of the companies with which we compete for experienced employees have greater resources than we have and may offer
compensation packages that are perceived to be better than ours. Additionally, changes in our compensation structure may be negatively
received by employees and result in attrition or cause difficulty in the recruiting process. If we fail to attract new employees or fail
to retain and motivate our current employees, our business and future growth prospects could be adversely affected.

 Defects or disruptions in our cloud software
solutions could result in diminished demand for our platforms and services, a reduction in our revenues, and subject us to substantial
liability.

 We have from time to time found defects in our
solutions, and new defects may be detected in the future. In addition, we have experienced, and may in the future experience, service
disruptions, degradations, outages, and other performance problems. These types of problems may be caused by a variety of factors, including
human or software errors, viruses, cyber-attacks, fraud, spikes in customer usage, problems associated with our third-party computing
infrastructure and network providers, infrastructure changes, and denial of service issues. Service disruptions may result from errors
we make in delivering, configuring, or hosting our solutions, or designing, installing, expanding, or maintaining our platform's
computing infrastructure. In some instances, we may not be able to identify the cause or causes of these performance problems within an
acceptable period of time. It is also possible that such problems could result in losses of data.

 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' businesses. If that occurs, our customers may delay or withhold
payment to us, cancel their agreements with us, elect not to renew, or make service credit claims, warranty claims, or other claims against
us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our solutions, a reduction
of our revenues, an increase in our bad debt expense or in collection cycles for accounts receivable, or could require us to incur the
expense of litigation or substantial liability.

 We have experienced rapid growth, and if we fail to manage our growth
effectively, we may be unable to execute our business plan.

 Since we were founded, we have experienced rapid
growth and expansion of our operations. 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. 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. Any failure to preserve our culture could negatively
affect our future success, including our ability to attract and retain highly qualified employees and to achieve our business objectives.

 Our rapid growth has placed, and will continue
to place, a significant strain on our management capabilities, administrative and operational infrastructure, facilities, IT, and other
resources. We anticipate that additional investments in our facilities and computing infrastructure will be required to scale our operations.
To effectively manage growth, we must continue to: improve our key business applications, processes, and computing infrastructure; enhance
information and communication systems; and ensure that our policies and procedures evolve to reflect our current operations and are appropriately
communicated to and observed by employees (an increasing portion of whom are working and are expected to work remotely). These enhancements
and improvements will require additional investments and allocation of valuable management and employee time and resources. Failure to
effectively manage growth could result in difficulty or delays in deploying our solutions, declines in quality or customer satisfaction,
increases in costs, difficulties in introducing new features, or other operational difficulties, and any of these difficulties could adversely
impact our business performance and results of operations.

 We may be unable to successfully introduce new products or services
or fail to keep pace with advances in technology.

 The successful implementation of our business
model depends on our ability to adapt to evolving technologies and increasingly aggressive industry standards and introduce new products
and services accordingly. We cannot provide assurance that we will be able to introduce new products on schedule, or at all, or that such
products will achieve market acceptance. Moreover, competitors may develop competitive products that could adversely affect our operating
results. 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.

 If we cannot adapt to changing technologies, our
products and services may become obsolete and our business could suffer. Because the markets in which we operate are characterized by
rapid technological change, we may be unable to anticipate changes in our current and potential clients' or users' requirements
that could make our existing technology obsolete. Our success will depend, in part, on our ability to continue to enhance our existing
products and services, develop new technology that addresses the increasingly sophisticated and varied needs of our prospective clients
and users, license leading technologies and respond to technological advances and emerging industry standards and practices, all on a
timely and cost-effective basis. The development of our proprietary technology entails significant technical and business risks. We may
not be successful in using new technologies effectively or adapting our proprietary technology to evolving client or user requirements
or emerging industry standards. Any of the foregoing could materially and adversely impact our business, financial condition, and operating
results.

 Our business depends in part on our ability to establish and maintain
additional strategic relationships.

 To be successful, we must continue to maintain
our existing strategic relationships and establish additional strategic relationships with leaders in a number of the markets in which
we operate. This is critical to our success because we believe that these relationships contribute towards our ability to:

 extend the reach of our products and services to a larger number
of participants in the Healthcare and Life Sciences industry;

 develop and deploy new products and services;

 further enhance our brand; and

 generate additional revenue and cash flows.

 Entering into strategic relationships is complicated
because strategic partners may decide to compete with us in some or all of the markets in which we operate. In addition, we may not be
able to maintain or establish relationships with key participants in the healthcare and Life Sciences industries if we conduct business
with their competitors.

 We depend, in part, on our strategic partners'
ability to generate increased acceptance and use of our products and services. If we lose any of these strategic relationships or fail
to establish additional relationships, or if our strategic relationships fail to benefit us as expected, this could materially and adversely
impact our business, financial condition, and operating results.

 Our sales cycle can be lengthy and unpredictable, which may cause
our revenue and operating results to fluctuate significantly.

 Our sales cycle can be lengthy and unpredictable.
Our sales efforts involve educating our customers about the use and benefits of our offerings and solutions, including the technical capabilities
of our solutions and the potential cost savings and productivity gains achievable by deploying them. Additionally, many of our potential
clients are typically already in long-term contracts with their current providers and face significant costs associated with transitioning
to our offerings and solutions. As a result, potential customers typically undertake a significant evaluation process, which frequently
involves not only our software platforms and component systems infrastructure and platforms but also their existing capabilities and solutions
and can result in a lengthy sales cycle. We spend substantial time, effort, and money on our sales efforts without any assurance that
our efforts will produce any sales. In addition, purchases of our platform as a service infrastructure are frequently subject to budget
constraints, multiple approvals, and unplanned administrative, processing, and other delays. Many of our potential hospital clients have
used all or a significant portion of their revenues to comply with federal mandates to adopt electronic medical records to maintain their
Medicaid and Medicare reimbursement levels. In the event we are unable to manage our lengthy and unpredictable sales cycle, our business
may be adversely affected.

 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.

 Historically, our revenue has been concentrated
among a small number of customers. In the fiscal year ended December 31, 2023, our top customer and our top five customers accounted for
23% and 77% of our revenue, respectively. As a result, the loss of one or more of these customers could materially reduce our revenue,
harm our results of operations, and limit our growth.

 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.

 Our trademarks, trade secrets, copyrights, and
other intellectual property rights are important assets to us. Various events outside of our control pose a threat to our intellectual
property rights, as well as to our products, services, and technologies. For instance, any of our current or future intellectual property
rights may be challenged by others or invalidated through administrative process or litigation.

 We have taken efforts to protect our proprietary
rights, including a combination of license agreements, confidentiality policies and procedures, confidentiality provisions in employment
agreements, confidentiality agreements with third parties, and technical security measures, as well as our reliance on copyright, trademark,
trade secret, and unfair competition laws. These efforts may not be sufficient or effective. For example, the secrecy of our trade secrets
or other confidential information could be compromised by our employees or by third parties, which could cause us to lose the competitive
advantage resulting from those trade secrets or confidential information. Unauthorized third parties may try to copy or reverse engineer
portions of our products or otherwise infringe upon, misappropriate or use our intellectual property. We may not be able to discover or
determine the extent of any unauthorized use of our proprietary rights. We may also conclude that, in some instances, the benefits of
protecting our intellectual property rights may be outweighed by the expense.

 In addition, our platforms incorporate "open
source" software components that are licensed to us under various public domain licenses. Open-source license terms are often ambiguous,
and there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses. Therefore, the
potential impact of such terms on our business is somewhat unknown. Further, some enterprises may be reluctant or unwilling to use cloud-based
services, because they have concerns regarding the risks associated with the security and reliability, among other things, of the technology
delivery model associated with these 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.

 Legal standards relating to the validity, enforceability,
and scope of protection of intellectual property rights are uncertain and still evolving. The laws of some foreign countries may not be
as protective of intellectual property rights as those in the United States, and effective intellectual property protection may not be
available in every country in which our products and services are distributed.

 Any impairment of our intellectual property rights,
or our failure to protect our intellectual property rights adequately, could give our competitors access to our technology and could materially
and adversely impact our business and 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, 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. 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. Negative publicity
related to a decision by us to initiate such enforcement actions against a customer or former customer, regardless of its accuracy, may
adversely impact our other customer relationships or prospective customer relationships, harm our brand and business, and could cause
the market price of our common stock to decline. Our failure to secure, protect and enforce our intellectual property rights could adversely
affect our brand and our business.

 We may be liable for infringing the intellectual property rights
of others.

 Our competitors may develop similar intellectual
property, duplicate our products and/or services, or design around any patents or other intellectual property rights we hold. Litigation
may be necessary to enforce our intellectual property rights or to determine the validity and scope of the patents, intellectual property,
or other proprietary rights of third parties, which could be time-consuming and costly and have an adverse effect on our business and
financial condition. Intellectual property infringement claims could be made against us and our ecosystem partners, especially as the
number of our competitors grows. These claims, even if not meritorious, could be expensive and divert our attention from operating our
company and result in a temporary inability to use the intellectual property subject to such claim. In addition, if we, our ecosystem
partners, and/or customers become liable to third parties for infringing their intellectual property rights, we could be required to pay
a substantial damage award and develop comparable non-infringing intellectual property, to obtain a license, or to cease providing the
content or services that contain the infringing intellectual property. We may be unable to develop a non-infringing intellectual property
or obtain a license on commercially reasonable terms, if at all.

 We may not be able to protect our intellectual property rights throughout
the world.

 Third parties may attempt to commercialize competitive
products or services in foreign countries where we do not have a trademark or copyright registration or where legal recourse may be limited.
This may have a significant commercial impact on our foreign business operations which we expect to expand.

 Registration and enforcement of intellectual property
rights to our platforms and services in all countries throughout the world would be prohibitively expensive, and our intellectual property
rights in some countries outside the United States can be less extensive than those in the United States. The requirements for patentability
may differ in certain countries, particularly developing countries. For example, Europe has a heightened requirement for patentability
of software inventions. Thus, even in countries where we do pursue patent protection, there can be no assurance that any patents will
issue with claims that cover our products. In addition, the laws of some foreign countries do not protect intellectual property rights
to the same extent as laws in the United States and in some cases may even force us to grant a compulsory license to competitors or other
third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United
States or from selling or importing products concerning our healthcare technology into the United States or other jurisdictions. Competitors
may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and services and
further, may export otherwise infringing products and services to territories where we have patent protection, but enforcement on infringing
activities is inadequate. 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.

 Many companies have encountered significant problems
in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly
certain developing countries, do not favor the enforcement of patents and other intellectual property protection, which could make it
difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally.
Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention
from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications
at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate
and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, certain countries in Europe and certain
developing countries, including India and China, have compulsory licensing laws under which a patent owner may be compelled to grant licenses
to third parties. In those countries, we may have limited remedies if our patents are infringed or if we are compelled to grant a license
to our patents to a third party, which could materially diminish the value of those patents. This could limit our potential revenue opportunities.
Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial
advantage from the intellectual property that we own or license. Finally, our ability to protect and enforce our intellectual property
rights may be adversely affected by unforeseen changes in foreign intellectual property laws.

 Our use of third-party open-source software
could negatively affect our ability to offer our products and services through our platforms and subject us to possible litigation.

 We have incorporated, and may in the future incorporate,
third-party open-source software in our technologies. Open-source software is generally licensed by its authors or other third parties
under open source licenses. From time to time, companies that use third-party open-source software have faced claims challenging the use
of such open-source software and requesting compliance with the open-source software license terms. Accordingly, we may be subject to
suits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the applicable open-source
licensing terms. Some open-source software licenses require end-users who use, distribute or make available across a network software
and services that include open-source software to offer to the public aspects of the technology that incorporates the open-source software
for no cost, make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications
or derivative works created based upon incorporating or using the open-source software and/or to license such modifications or derivative
works under the terms of the particular open source license. If we combine our proprietary software with open-source software in a certain
manner, we could, under certain open-source licenses, be required to release or license the source code of our proprietary software to
the public. Additionally, if a third-party software provider has incorporated open-source software into software that we license from
such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software.
While we use tools designed to help us monitor and comply with the licenses of third-party open-source software and protect our valuable
proprietary source code, we may inadvertently use third-party open-source software in a manner that exposes us to claims of non-compliance
with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore,
there exists today an increasing number of types of open-source software licenses, almost none of which have been tested in courts of
law to provide guidance of their proper legal interpretations, and there is a risk that such licenses could be construed in a manner that
imposes unanticipated conditions or restrictions on our use of the open-source software. If we were to receive a claim of non-compliance
with the terms of any of these open-source licenses, we may be required to publicly release certain portions of our proprietary source
code, expend substantial time and resources to re-engineer some of our software, or pay damages, settlement fees or a royalty to use certain
open-source software. Any of the foregoing could disrupt and harm our business.

 In addition, the use of third-party open-source
software typically exposes us to greater risks than the use of third-party commercial software because open-source licensors generally
do not provide support, warranties, controls, indemnification, or other contractual protections regarding the functionality or origin
of the software. Use of open-source software may also present additional security risks because the public availability of such software
may make it easier for hackers and other third parties to determine how to compromise our platform. 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.

 Any failure to protect our intellectual property that is not registered
could impair our business.

 Although we rely on copyright laws to protect
the works of authorship (including software) created by us, we do not register the copyrights in any of our copyrightable works. Copyrights
of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Furthermore, if a copyright
of U.S. origin is not registered within three months of publication of the underlying work, the copyright owner may be precluded from
seeking statutory damages or attorney's fees in any United States enforcement action, and may be limited to seeking actual damages
and lost profits. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register
the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.

 We are subject to numerous privacy and data
security laws and related contractual requirements and our failure to comply with those obligations could cause us significant harm.

 In the normal course of our business, we collect,
process, use and disclose information about individuals, including protected health information and other patient data, as well as information
relating to health professionals and our employees. The collection, processing, use, disclosure, disposal, and protection of such information
is highly regulated both in the United States and other jurisdictions, including but not limited to, under HIPAA, as amended by HITECH;
U.S. state privacy, security, and breach notification and healthcare information laws; the European Union's GDPR; and other European
privacy laws as well as privacy laws being adopted in other regions around the world. These laws and regulations are complex and their
interpretation is rapidly evolving, making implementation and enforcement, and thus compliance requirements, ambiguous, uncertain, and
potentially inconsistent. In addition, our collection, processing, use, disclosure, and protection of information are subject to related
contractual requirements. Compliance with such laws and related contractual requirements may require changes to our collection, use, transfer,
disclosure, or other processing of information about individuals, and may thereby increase compliance costs. Failure to comply with such
laws and/or related contractual obligations could result in regulatory enforcement or claims against us for breach of contract, or may
lead third parties to terminate their contracts with us and/or choose not to work with us in the future. Should this occur, there could
be a material adverse effect on our reputation, business, financial condition, and results of operations.

 These regulations often govern the use, handling,
and disclosure of information about individuals, including medical information, and require the use of standard contracts, privacy and
security standards, and other administrative simplification provisions. In relation to HIPAA, we do not consider our service offerings
to generally cause us to be subject as a covered entity; however, in certain circumstances, we are subject to HIPAA as a business associate
and may enter into business associate agreements.

 Additionally, the Federal Trade Commission (the
"FTC") and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving
standards for the online collection, use, dissemination, and security of information about individuals, including health-related information.
Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security,
and access. Consumer protection laws require us to publish statements that describe how we handle information about individuals and choices
individuals may have about the way we handle their information. If such information that we publish is considered untrue, we may be subject
to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. 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.

 In addition, certain states have adopted robust
privacy and security laws and regulations. Such laws and regulations will be subject to interpretation by various courts and other governmental
authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners. For example,
the CCPA, which took effect in 2020, imposes obligations and restrictions on businesses regarding their collection, use, and sharing of
personal information and provides new and enhanced data privacy rights to California residents, such as affording them the right to access
and delete their personal information and to opt-out of certain sharing of personal information. Protected health information that is
subject to HIPAA is excluded from the CCPA, however, the information we hold about individuals that is not subject to HIPAA would be subject
to the CCPA. It is unclear how HIPAA and the other exceptions may be applied under the CCPA. The CCPA may increase our compliance costs
and potential liability. Many similar privacy laws have been proposed at the federal level and in other states.

 The GDPR became enforceable on May 25, 2018. The
GDPR regulates our processing of personal data, and imposes stringent requirements. The GDPR includes sanctions for violations up to the
greater of 20 million or 4.0% of worldwide gross annual revenue and applies to services providers such as us. In addition, from
the beginning of 2021(when the transitional period following Brexit expires), we will have to comply with the GDPR and also the UK GDPR,
with each regime having the ability to fine up to the greater of 20 million ( 17 million) or 4% of global turnover. The relationship
between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, for example how
data transfers between EU member states and the United Kingdom will be treated and the role of the Information Commissioner's Office
following the end of the transitional period. These changes will lead to additional costs and increase our overall risk exposure.

 Recent legal developments in Europe have created
complexity and uncertainty regarding transfers of personal data from the EEA to the United States, e.g., on July 16, 2020, the
Court of Justice of the European Union ("CJEU") invalidated the EU-US Privacy Shield Framework ("Privacy Shield")
under which personal data could be transferred from the EEA to U.S. entities who had self-certified under the Privacy Shield scheme. While
the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an
adequate personal data transfer mechanism, and a potential alternative to the Privacy Shield), it made clear that reliance on them alone
may not necessarily be sufficient in all circumstances; this has created uncertainty. At the moment we have not implemented any Privacy
Shield procedures or certifications. We also currently rely on the standard contractual clauses to transfer personal data outside the
EEA, including to the United States. It may subject us to a lawsuit of a European Union citizen, if we inadvertently process their personally-identifiable
information.

 The United States, the European Union, and other
jurisdictions where we operate continue to issue new and enhance existing, privacy and data security protection regulations related to
the collection, use, disclosure, disposal, and protection of information about individuals, including medical information. Privacy and
data security laws are rapidly evolving both in the United States and internationally, and the future interpretation of those laws is
somewhat uncertain. E.g., we do not know how E.U. regulators will interpret or enforce many aspects of the GDPR and some regulators
may do so in an inconsistent manner. In the United States, privacy and data security is an area of emphasis for some but not all state
regulators, and new legislation has been and likely will continue to be introduced at the state and/or federal level. For instance, there
is a new act on the ballot in California, the California Privacy Rights Act, which may go into effect in 2023. Additional legislation
or regulation might, among other things, require us to implement new security measures and processes or bring within the legislation or
regulation de-identified health or other information about individuals, each of which may require substantial expenditures or limit our
ability to offer some of our services.

 Risks Related to Our Industry

 Markets for our products and services are highly
competitive and subject to rapid technological change, and we may be unable to compete effectively in these markets.

 The market for healthcare solutions is intensely
competitive and is characterized by rapidly evolving technology, solution standards, and users' needs, and the frequent introduction
of new products and services. There can be no assurance that we capture additional opportunities in such rapidly evolving markets. Some
of our competitors may be more established, benefit from greater name, recognition and have substantially greater financial, technical,
and marketing resources than us. Moreover, we expect that competition will continue to increase as a result of potential incentives provided
by government programs and as a result of consolidation in both the IT and healthcare industries. 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.

 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.

 There can be no assurance that we will be able
to compete successfully against current and future competitors or that the competitive pressures that we face will not materially and
adversely impact our business, financial condition, and operating results.

 Increased government involvement in healthcare could materially
and adversely impact our business.

 United States healthcare system reform at both
the federal and state level could increase government involvement in healthcare, reconfigure reimbursement rates and otherwise change
the business environment of our clients and the other entities with which we have a business relationship. We cannot predict whether or
when future healthcare reform initiatives at the federal or state level or other initiatives affecting our business will be proposed,
enacted, or implemented or what impact those initiatives may have on our business, financial condition, or operating results. Our clients
and the other entities with which we have a business relationship could react to these initiatives and the uncertainty surrounding these
proposals by curtailing or deferring investments, including those for our products and services.

 Consolidation in the healthcare industry could adversely impact
our business, financial condition, and operating results.

 Many healthcare industry organizations are consolidating
to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate,
thus decreasing the number of market participants, the competition to provide products and services like ours will become more intense,
and the importance of establishing and maintaining relationships with key industry participants will increase. These industry participants
may try to use their market power to negotiate price reductions for our products and services. Further, consolidation of management and
billing services through integrated delivery systems may decrease demand for our products. Such consolidation may also lead to integrated
delivery systems requiring newly acquired physician practices to replace our products and services with those already in use in the larger
enterprise. Any of these factors could materially and adversely impact our business, financial condition, and operating results.

 We are subject to numerous regulatory requirements of the healthcare
industry and is susceptible to a changing regulatory environment.

 As a participant in the healthcare industry, our
operations and relationships, and those of our clients, are regulated by a number of foreign, federal, state, and local governmental entities.
The impact of such regulations on us, our products, and our services can be both direct and indirect. The direct impact is present to
the extent we are ourselves subject to the pertinent laws and regulations. The indirect effect of such regulations can be experienced
both in terms of the level of government reimbursement available to our clients and to the extent, our products must be capable of being
used by our clients in a manner compliant with applicable laws and regulations. Furthermore, our efforts to expand into new markets internationally
may subject us to numerous additional laws and regulations that may be potentially burdensome in compliance.

 The ability of our clients to comply with laws
and regulations while using our software platforms and solutions could affect the marketability of our products or our compliance with
our client contracts, or even expose us to direct liability under the theory that we had assisted our clients in a violation of healthcare
laws or regulations. Because our business relationships with doctors, hospitals, and Life Sciences clients are unique and the healthcare
IT industry as a whole is to a certain extent, in its incipient stage, the application of many state and federal regulations to our business
operations and to our clients may be uncertain.

 Additionally, a tendency to impose additional
regulation in the U.S. federal and state privacy and security laws (such as CCPA); fraud and abuse laws, including anti-kickback laws
and limitations on physician referrals; numerous quality measurement programs being adopted by our clients; and laws related to distribution
and marketing, including the off-label promotion of prescription drugs, which may be directly or indirectly applicable to our operations
and relationships or the business practices of our clients. It is possible that a review of our business practices or those of our clients
by courts or regulatory authorities could result in a determination that could adversely affect us.

 In addition, the healthcare regulatory environment
may change in a way that restricts our existing operations or our growth. The healthcare industry generally and the EHR industry specifically
are expected to continue to undergo significant legal and regulatory changes for the foreseeable future, which could have an adverse effect
on our business, financial condition, and operating results. We cannot predict the effect of possible future enforcement, legislation,
and regulation.

 We may be directly and indirectly liable for its client's
non-compliance with laws and regulations addressing Electronic Health Records.

 A number of relevant federal and state laws govern
the use and content of EHRs, including fraud and abuse laws that may affect the approach to our technological solutions. We provide solutions
and expert services in connection with EHR to a variety of healthcare providers. As a result, our platforms and services have to be designed
in a manner that facilitates our clients' compliance with applicable laws and regulations. We cannot predict the content or effect
of possible changes to these laws or new federal and state laws that might govern these systems and services. Furthermore, we may be required
to obtain pertinent certifications or permissions to meet industry standards that could adversely impact our business.

 The Company and its products are subject to
laws and regulations concerning privacy, information security, data protection, consumer protection, and protection of minors, and these
laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our
business, financial condition, results of operations, reputation, or prospects.

 In addition to healthcare-specific information
protection requirements, we store sensitive information, including personal information about our employees, and our platforms involve
the storage and transmission of customers' personal information on equipment, networks, and corporate systems run by us or managed
by third parties including Amazon, Apple, Facebook, Google, and Microsoft. We are subject to a number of laws, rules, and regulations
requiring us to provide notification to players, investors, regulators, and other affected parties in the event of a security breach of
certain personal data, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult
to practically implement. The costs of compliance with these laws, including the European Union's General Data Protection Regulation
("GDPR") and the California Consumer Privacy Act of 2018 ("CCPA"), have increased and may increase in the future.
Our corporate systems, third-party systems, and security measures may be breached due to the actions of outside parties, employee error,
malfeasance, a combination of these, or otherwise, and, as a result, an unauthorized party may obtain access to, or compromise the integrity
of, our data, our employees' data, our customers' data or any third-party data we may possess. 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.

 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.
For example, the State of California's passage of the CCPA, which went into effect on January 1, 2020, and created new privacy rights
for consumers residing in the state. There is also increased attention being given to the collection of data from minors. For instance,
the Children's Online Privacy Protection Act ("COPPA") requires companies to obtain parental consent before collecting
personal information from children under the age of 13. Compliance with GDPR, CCPA, COPPA, and similar legal requirements has required
us to devote significant operational resources and incur significant expenses.

 We strive to comply with all applicable laws,
policies, legal obligations, and certain industry codes of conduct relating to privacy and data protection, to the extent reasonably attainable.
However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to
another and may conflict with other rules or our practices. It is also possible that new laws, policies, legal obligations, or industry
codes of conduct may be passed, or existing laws, policies, legal obligations, or industry codes of conduct may be interpreted in such
a way that could prevent us from being able to offer services to citizens of a certain jurisdiction or may make it costlier or more difficult
for us to do so. Any failure or perceived failure by us to comply with our privacy policy and terms of service, our privacy-related obligations
to players or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized
release or transfer of personally identifiable information or other player data, may result in governmental enforcement actions, litigation
or public statements against us by consumer advocacy groups or others and could cause our players to lose trust in us, which could have
an adverse effect on our business, financial condition, results of operations, reputation or prospects. Additionally, if third parties
we work with, such as players, vendors, or developers violate applicable laws or our policies, such violations may also put our clients'
and their patients' information at risk and could, in turn, have an adverse effect on our business, financial condition, results
of operations, reputation, or prospects.

 The Company and its products are subject to
laws and regulations concerning healthcare provider's practices and patients' information protection. Our actual or perceived
failure to comply with these laws and regulations could harm our business, financial condition, results of operations, reputation, or
prospects.

 As part of the operation of our business, we,
and our subcontractors may have access to, or our clients may provide to us, individually identifiable health information related to the
treatment, payment, and operations of providers' practices. In the United States, government and industry legislation and rulemaking,
especially HIPAA, HITECH, and standards and requirements published by industry groups such as the Joint Commission require the use of
standard transactions, standard identifiers, security other standards and requirements for the transmission of certain electronic health
information. National standards and procedures underripe include the "Standards for Electronic Transactions and Code Sets"
(the "Transaction Standards"); the "Security Standards" (the "Security Standards"); and the "Standards
for Privacy of Individually Identifiable Health Information" (the "Privacy Standards"). The Transaction Standards require
the use of specified data coding, formatting, and content in all specified "healthcare Transactions" conducted electronically.
The Security Standards require the adoption of specified types of security measures for certain electronic health information, which is
called Protected Health Information ("PHI"). 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.

 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.

 The use of our software by physicians to perform
a variety of functions, including electronic prescribing, which refers to the electronic routing of prescriptions to pharmacies and the
ensuing dispensation, is governed by state and federal law, including fraud and abuse laws. States have differing prescription format
requirements, which we have programmed into our software. There is significant variation in the laws and regulations governing prescription
activity, as federal law and the laws of many states permit the electronic transmission of certain controlled prescription orders, while
the laws of several states neither specifically permit nor specifically prohibit the practice. Restrictions exist at the federal level
on the use of electronic prescribing for controlled substances and certain other drugs, including a regulation enacted by the Drug Enforcement
Association in mid-2010. However, some states (most notably New York) have passed complementary laws governing the use of electronic prescribing
tools in the use of prescribing opioids and other controlled substances, and we expect this to continue to be addressed with regulations
in other states. In addition, the HHS published its final "E-Prescribing and the Prescription Drug Program" regulations in
2005 (effective January 1, 2006), and final regulations governing the standards for electronic prescribing under Medicare Part D in 2008
(effective June 6, 2008) (the "ePrescribing Regulations"). These regulations are required by the Medicare Prescription Drug,
Improvement, and Modernization Act of 2003 ("MMA") and consist of detailed standards and requirements, in addition to the
HIPAA Standard discussed above, for prescription and other information transmitted electronically in connection with a drug benefit covered
by the MMA's Prescription Drug Benefit. Further, in 2016, Congress passed the Comprehensive Addiction and Recovery Act, which contained
components related to Prescription Drug Monitoring Programs and other elements that relate to the use of our technologies. These standards
are detailed and broad, and cover not only routing transactions between prescribers and pharmacies, but also electronic eligibility, formulary,
and benefits inquiries. 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.

 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.

 We may be subject to liability as a result
of a failure or a perceived failure to comply with laws and regulations governing approval and reimbursement of claims by healthcare industry
payers.

 Our software solutions allow to electronically
transmits medical claims by physicians to patients' payers for approval and reimbursement. In addition, our services include assistance
in cloud processing and submission of medical claims by physicians to patients' payers for approval and reimbursement. Federal law
provides that it is both a civil and a criminal violation for any person to submit, or cause to be submitted, a claim to any payer, including,
without limitation, Medicare, Medicaid, and all private health plans and managed care plans, seeking payment for any services or products
that overbills or bills for items that have not been provided to the patient. We have in place policies and procedures that we believe
assure that all claims that are transmitted by our system and through our services are accurate and complete, provided that the information
given to us by our clients is also accurate and complete. 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.

 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.

 Certain computer software products are regulated
as medical devices under the Federal Food, Drug and Cosmetic Act. The 21 st Century Cures Act, passed in December 2016, clarified
the definition of a medical device to exclude health information technology such as Electronic Health Records; however, the legislation
did leave the opportunity for that designation to be revisited if determined to be necessary by changing industry and technological dynamics.
Accordingly, the Food and Drug Administration (the "FDA") may become increasingly active in regulating computer software intended
for use in healthcare settings. Depending on the product, we could be required to notify the FDA and demonstrate substantial equivalence
to other products on the market before marketing such products or obtain FDA approval by demonstrating safety and effectiveness before
marketing a product. Depending on the intended use of a device, the FDA could require us to obtain extensive data from clinical studies
to demonstrate safety or effectiveness or substantial equivalence. If the FDA requires this data, we could be required to obtain approval
of an investigational device exemption before undertaking clinical trials. Clinical trials can take extended periods of time to complete.
We cannot provide assurances that the FDA would approve or clear a device after the completion of such trials. In addition, these products
would be subject to the Federal Food, Drug, and Cosmetic Act's general controls. The FDA can impose extensive requirements governing
pre- and post-market conditions such as approval, labelling, and manufacturing, as well as governing product design controls and quality
assurance processes. Failure to comply with FDA requirements can result in criminal and civil fines and penalties, product seizure, injunction,
and civil monetary policies—each of which could have an adverse effect on our business.

 We may have to incur material expenses in order
to accommodate its client's interoperability requests dictated by interoperability standards of exchange of health information.

 Our clients are concerned with and often require
that our software solutions and health care devices be interoperable with other third-party health care information technology suppliers.
With the passing of the MACRA in 2015, the U.S. Congress declared it a national objective to achieve widespread exchange of health information
through interoperable certified EHR technology nationwide by December 31, 2018. The 21st Century Cures Act, which was passed and signed
into law in December 2016, includes numerous provisions intended to encourage this nationwide interoperability.

 In February 2019, HHS's Office of the National
Coordinator for Health Information Technology ("ONC") released a proposed rule titled, "21st Century Cures Act: Interoperability,
Information Blocking, and the ONC Health IT Certification Program." Following an extended public comment period, in March 2020 ONC
released the final rule which implements the key interoperability provisions included in the Cures Act. Specifically, it calls on developers
of certified EHRs and health IT products to adopt standardized application programming interfaces ("APIs"), which will help
allow individuals to securely and easily access structured and unstructured EHI formats using smartphones and other mobile devices. This
provision and others included in the rule create a lengthy list of new certification and maintenance of certification requirements that
developers of EHRs and other health IT products have to meet in order to maintain approved federal government certification status. Although
our current products do not require such certification, they may be required to be certified in future. Meeting and maintaining this certification
status will require additional development costs.

 The ONC rule also implements the information blocking
provisions of the 21st Century Cures Act, including identifying reasonable and necessary activities that do not constitute information
blocking. Under the 21st Century Cures Act, the U.S. 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.

 Other regulatory provisions included in the ONC
Cures Act final rule could create compliance costs and/or regulatory risks for us. Because these regulations are subject to future changes
and/or significant enforcement discretion by federal agencies, the ultimate impact of these regulations is unknown.

 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.

 The healthcare industry is subject to changing
political, economic, and regulatory influences that may affect the procurement processes and operation of healthcare facilities, including
our hospital clients. During the past decade, the healthcare industry has been subject to increased legislation and regulation of, among
other things, reimbursement rates, payment programs, information technology programs, and certain capital expenditures (collectively,
the "Health Reform Laws"). The Health Reform Laws contain various provisions that impact us and our clients. Some of these
provisions have a positive impact, by expanding the use of electronic health records in certain federal programs, for example, while others,
such as reductions in reimbursement for certain types of providers, have a negative impact due to fewer available resources. The continued
increase in fraud and abuse penalties is expected to adversely affect participants in the healthcare sector, including us.

 The activity related to the repeal, repair, and/or
replacement of the Patient Protection and Affordable Care Act ("PPACA"), including any changes resulting from continued judicial
and congressional challenges to certain aspects of the law, and the 2015 repeal of the Sustainable Growth Rate and replacement with the
MACRA may have an impact on our business. The Affordable Care Act, passed in 2010, contained various provisions that have impacted us
and our clients, and any replacement or adjustment of that law may change requirements related to our products or how our clients use
them, as well as reimbursement available to our clients. These may have a positive impact by requiring the expanded use of EHRs and analytics
tools to participate in certain federal programs, for example, while others, such as those mandating reductions in reimbursement for certain
types of providers, may have a negative impact by reducing the resources available to purchase our products. Increases in fraud and abuse
enforcement and penalties may also adversely affect participants in the healthcare sector, including us.

 As existing regulations mature and become better
defined, we anticipate that these regulations will continue to directly affect certain of our products and services, but we cannot fully
predict the effect at this time. We have taken steps to modify our products, services, and internal practices as necessary to facilitate
our compliance with the regulations, but there can be no assurance that we will be able to do so in a timely or complete manner. Achieving
compliance with these regulations could be costly and distract management's attention and divert other company resources, and any
non-compliance by us could result in civil and criminal penalties.

 We may not see the benefits from government
funding programs initiated to accelerate the adoption and utilization of health information technology.

 While government programs have been implemented
to improve the efficiency and quality of the healthcare sector, including expenditures to stimulate business and accelerate the adoption
and utilization of healthcare technology, we may not see the anticipated benefits of such programs. Under the ARRA, the PPACA, and the
MACRA, significant government financial resources are being invested in healthcare, including financial incentives to healthcare providers
who can demonstrate meaningful use of certified EHR technology since 2011. While we expect the ARRA, the PPACA, and the MACRA to continue
to create sales opportunities over the next several years, we are unsure of the immediate or long-term impact of these government actions.

 HITECH established the Medicare and Medicaid EHR
Incentive Programs to provide incentive payments for eligible professionals, hospitals, and critical access hospitals as they adopt, implement,
upgrade, or demonstrate meaningful use of certified EHR technology. HITECH, and subsequently MACRA, also authorized CMS to apply payment
adjustments, or penalties, to Medicare eligible professionals and eligible hospitals that are not meaningful users under the Medicare
EHR Incentive Program. Centers for Medicare & Medicaid Services ("CMS").

 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. We also cannot predict the speed at which healthcare providers will adopt electronic health record systems in response
to these government incentives, whether healthcare providers will select our products and services, or whether healthcare providers will
implement an electronic health record system at all. In addition, the financial incentives associated with the meaningful use program
are tied to provider participation in Medicare and Medicaid, and we cannot predict whether providers will continue to participate in these
programs. Any delay in the purchase and implementation of electronic health records systems by healthcare providers in response to government
programs, or the failure of healthcare providers to purchase an electronic health record system, could have an adverse effect on our business,
financial condition, and results of operations. It is also possible that additional regulations or government programs related to electronic
health records, amendment or repeal of current healthcare laws and regulations, or the delay in regulatory implementation could require
us to undertake additional efforts to meet meaningful use standards, materially impact our ability to compete in the evolving healthcare
IT market, materially impact healthcare providers' decisions to implement electronic health records systems or have other impacts
that would be unfavorable to our business. The costs of achieving and maintaining certified electronic health record technology ("CEHRT")
are also significant and because the definition of CEHRT and its use requirements for clients are subject to regulatory changes, these
programs and future regulatory changes to them could adversely impact our business.

 We may be subject to false or fraudulent claim laws.

 There are numerous federal and state laws that
forbid the submission of false information or the failure to disclose information in connection with submission and payment of physician
claims for reimbursement. In some cases, these laws also forbid the abuse of existing systems for such submission and payment. Any failure
of our revenue cycle management services to comply with these laws and regulations could result in substantial liability including, but
not limited to, criminal liability, could adversely affect demand for our services and could force us to expend significant capital, research
and development, and other resources to address the failure. Errors by us or our systems with respect to entry, formatting, preparation,
or transmission of claim information may be determined or alleged to be in violation of these laws and regulations. Determination by a
court or regulatory agency that our services violate these laws could subject us to civil or criminal penalties, invalidate all or portions
of some of our client contracts, require us to change or terminate some portions of our business, require us to refund portions of our
services fees, cause us to be disqualified from serving clients doing business with government payers and have an adverse effect on our
business.

 If the healthcare information technology market
fails to continue to develop as quickly as expected, our business, financial condition, and operating results could be materially and
adversely affected.

 The electronic healthcare information market is
rapidly evolving. A number of market entrants have introduced or developed products and services that are competitive with one or more
components of the platforms and programmatic solutions we offer. We expect that additional companies will continue to enter this market,
especially in response to recent legislative actions. In new and rapidly evolving industries, there is significant uncertainty and risk
as to the demand for, and market acceptance of, recently introduced products and services. Because the markets for our products and services
are new and evolving, we are not able to predict the size and growth rate of the markets with any certainty. 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.

 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.

 The continued expansion of the use of cloud-based
solutions, particularly in the Life Sciences industry, depends on a number of factors, including the cost, performance, and perceived
value associated with cloud-based solutions, as well as the ability of providers of cloud-based solutions to address and maintain security,
privacy, and unique regulatory requirements or concerns. If we or other cloud-based solution providers experience security incidents,
loss of customer data, disruptions in delivery, or other problems, the market for cloud-based solutions in the Life Sciences industry,
including our solutions, may be adversely affected. If cloud-based solutions do not continue to achieve more widespread adoption in the
Life Sciences industry, or there is a widespread reduction in demand for cloud-based solutions, our revenues could decrease and our business
could be adversely affected.

 Unfavorable conditions in our industry or the
U.S. economy, or reductions in information technology spending, could limit our ability to grow our business and negatively affect our
operating results.

 Our operating results may vary based on the impact
of changes in our industry or the United States economy on us or our clients. The revenue growth and potential profitability of our business
depend on demand for the workforce and provide platforms and programmatic for healthcare providers. We sell our products and services
to organizations whose businesses fluctuate based on general economic and business conditions. In addition, a portion of our revenue is
attributable to the number of users of our products at each of our clients, which in turn is influenced by the employment and hiring patterns
of our clients and potential clients. To the extent that economic uncertainty or weak economic conditions cause our clients and potential
clients to freeze or reduce their headcount, demand for our products may be negatively affected. If economic conditions deteriorate, our
clients and potential clients may elect to decrease their workforce development budgets for cloud-based platforms and programmatic solutions
by deferring or reconsidering purchases, which would limit our ability to grow our business and negatively affect our operating results.

 The market for our data analysis systems and software solutions
is new and unproven and may not grow.

 We believe our future success will depend in large
part on establishing and growing a market for our systems infrastructure and that are able to provide operational intelligence, particularly
designed to collect and index machine data. Our systems infrastructure is designed to address interoperability challenges across the healthcare
continuum. It integrates big data with real-time resources and applies machine learning algorithms to inform and optimize treatment decisions.
In order to grow our business, we intend to expand the functionality of our offering to increase its acceptance and use by the broader
market. In particular, our systems infrastructure is targeted at those in the healthcare continuum that are transitioning from fee-for-service
to a value-based reimbursement model. While we believe this to be the current trend in healthcare, this trend may not continue in the
future. Our systems infrastructure is less effective with a traditional fee-for-service model and if there is a reversion in the industry
towards fee-for-service, or a shift to another model, we would need to update our offerings and we may not be able to do so effectively
or at all. It is difficult to predict client adoption and renewal rates, client demand for our software, the size and growth rate of the
market for our solutions, the entry of competitive products, or the success of existing competitive products. Many of our potential clients
may already be a party to existing agreements for competing offerings that may have lengthy terms or onerous termination provisions, and
they may have already made substantial investments into those platforms which would result in high switching costs. Any expansion in our
market depends on several factors, including the cost, performance, and perceived value associated with such operating system and software
applications particularly considering the shifting market dynamics. Although we have experienced rapid adoption of our systems infrastructure
and software solutions, the rate may slow or decline in the future, which would harm our business and operating 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.

 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. You should consider our business and prospects in light
of the risks and difficulties we may encounter in this new and unproven market.

 If our shares of common stock become subject to the penny stock
rules, it would become more difficult to trade our shares.

 The Securities and Exchange Commission (or SEC)
has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity
securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for
quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. If we do not retain a listing on Nasdaq and if the price of our common stock is less
than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition,
the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's
written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;
and (iii) a signed and dated copy of a written suitability statement. 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.

 Our Parent owns approximately 59.18% of our
common stock and will be able to exert a controlling influence over our business affairs and matters submitted to stockholders for approval.

 Our Parent owns approximately 59.18% of our common
stock. As a result, our Parent 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.

 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.

 Sales of a substantial number of shares of our
common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through
the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market
price of our common stock.

 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.

 The trading market for our common stock will depend
in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts cover our
stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock
price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
demand for our stock could decrease, which might cause our stock price and trading volume to decline.

 We are an "emerging growth company"
and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

 We are an "emerging growth company,"
as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted by SEC rules and plan to rely on exemptions
from certain disclosure requirements that are applicable to other SEC-registered public companies that are not emerging growth companies.
These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the SOX, not being required
to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
or a supplement to the auditor's report providing additional information about the audit and the financial statements, reduced disclosure
obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide stockholders
will be different than the information that is available with respect to other public companies. In this prospectus, we have not included
all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict
whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less
attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 In addition, the JOBS Act provides that an emerging
growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows
an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be
subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result,
our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates.

 The elimination of personal liability against
our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees
may result in substantial expenses.

 Our Amended and Restated Certificate of Incorporation
and our Bylaws eliminate the personal liability of our directors and officers to us and our stockholders for damages for breach of fiduciary
duty as a director or officer to the extent permissible under Delaware law. Further, our amended and restated certificate of incorporation
and our Bylaws and individual indemnification agreements we have entered with each of our directors and executive officers provide that
we are obligated to indemnify each of our directors or officers to the fullest extent authorized by the Delaware law and, subject to certain
conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its final disposition.
Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage awards against
our directors or officers, which we may be unable to afford. 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.

 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.

 Our amended and restated certificate of incorporation
specifies that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a
claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (c) any action asserting
a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or the Bylaws, or
(d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal
jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest
in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate
of incorporation described above

 We believe these provisions benefit us by providing
increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient
administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation.
However, the provision may have the effect of discouraging lawsuits against our directors, officers, employees and agents as it may limit
any stockholder's ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with us or our
directors, officers, employees or agents. The enforceability of similar choice of forum provisions in other companies' certificates
of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against
us, a court could find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable
in such action. If a court were to find the choice of forum provision contained in our restated certificate of incorporation to be inapplicable
or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
adversely affect our business, financial condition or results of operations.

 These broad market and industry fluctuations
may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price
volatility may be greater if the public float and trading volume of our common stock are low.

 In the past, following periods of market volatility,
stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial
cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

 We currently do not intend to declare dividends
on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation
of our common stock.

 We currently do not expect to declare any dividends
on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used
to provide working capital, to support our operations, and to finance the growth and development of our business. Any determination to
declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws, and dependent
upon a number of factors, including our earnings, capital requirements, and overall financial conditions. In addition, our ability to
pay dividends on our common stock may be restricted by the terms of any future debt or preferred securities issuances. Accordingly, your
only opportunity to achieve a return on your investment in our Company may be if the market price of our common stock appreciates and
you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for
such common stock.

 Item 1B. Unresolved Staff Comments

 None

 Item 1C. Cybersecurity

 HCTI employs a multilayer approach to addressing
cybersecurity risk based on the National Institute of Standards and Technology (NIST) framework. It has established a dedicated cybersecurity
team that utilizes internal and external assessments, automated monitoring tools, and input from public and private partners to identify
potential cyber threats. External third party security firms are engaged to assist with cybersecurity risk assessments, penetration testing
and system security analysis. HCTI's cybersecurity team works in conjunction with the risk management, legal, finance, accounting,
operations, and information technology areas to assess the risk these identified cybersecurity threats present to the organization. To
ensure consistency, these cybersecurity risk assessments are incorporated into HCTI's Enterprise Risk Management process, HCTI's
information technology leadership reviews the company's enterprise risk management-level cybersecurity risks on a quarterly basis,
and key cybersecurity risks are incorporated into HCTI's enterprise risk management framework. Cybersecurity risks are managed
and controlled through multiple overlapping layers of cybersecurity defenses that include:

 expert
 input from both public and private partnerships;

 the
 implementation of a comprehensive cybersecurity policy that encompasses but is not limited
 to social media, acceptable use (devices, wireless, remote access, internet use), information
 governance, monitoring, authentication, encryption, vulnerability management, third-party
 management, and recovery;

 required
 annual cybersecurity training for all employees with additional supplemental cybersecurity
 training required based on role;

 random
 employee phish testing and follow-up;

 procedural
 and automated cyber controls in conjunction with robust detection, mitigation, and recovery
 capabilities;

 the
 formation of a multidisciplinary cybersecurity incident response team;

 the
 integration of multiple threat intelligence sources into our cybersecurity tools and processes;

 the
 retention of external cybersecurity threat response resources;

 the
 formation of a multidisciplinary cybersecurity incident response team; and

 multiple
 cyber event simulation and tabletop exercises per year to hone the cybersecurity incident
 response team preparedness.

 The
HCTI board of directors provides enterprise-level oversight of risks associated with cybersecurity threats through the Audit Committee,
which assists the Board in fulfilling its oversight responsibilities regarding the Company's policies and processes with
respect to risk assessment and risk management, including any significant non-financial risk exposures; reviewing and discussing the
Company's information security policies and internal controls regarding information security; and reviewing the Company's
annual disclosures concerning the role of the Board in the risk oversight of the Company. The Audit Committee performs an annual review
of the Company's cybersecurity program and receives quarterly updates on key cybersecurity risks, the cybersecurity risk management
plan, and cyber incident event trends.

 HCTI's technical officers have primary responsibility
for the development and oversight of HCTI's cybersecurity team and the development and maintenance of the company's related
cybersecurity policies and procedures. The team has several years' worth of experience working in the information and operational
technology field and are registered professional engineers. The company's cybersecurity team continuously assesses the evolving
cyber threat landscape based on their expertise and that of our third-party partners. They then work with all parts of HCTI to protect
against, detect, identify, respond to, and recover from the risks that cybersecurity threats present. The cybersecurity team views and
responds to cybersecurity risks in a holistic manner, applying a comprehensive multilayered strategy to prevent, detect, and mitigate
them. They have identified HCTI's critical cyber assets and taken appropriate steps to protect them. External expertise is regularly
engaged to assess HCTI's cybersecurity program and help the cybersecurity team to strengthen the organization's monitoring,
alerting, prevention, mitigation, and recovery capabilities. Tabletop simulations, third party cyber vulnerability assessments, maturity
assessments, and partnerships are used to assess and refine all elements of our cybersecurity program.

 In addition to managing our own cybersecurity
preparedness, we also consider and evaluate cybersecurity risks associated with the use of third-party service providers. Risk assessments
are performed against third-party service providers with a specific focus on any sensitive data that is to be shared with them. The internal
business owners of HCTI's applications are required to document user access reviews regularly. We request a System and Organizational
Controls (SOC) 2 report from the vendors of our enterprise cloud applications. If they do not provide us with a SOC 2, we seek additional
compensating risk assurance in our contract language with them. Risks associated with the use of third-party service providers are managed
as part of our overall cybersecurity risk management framework.

 To continually manage and control the material
risks that cybersecurity threats present to the organization, HCTI invests significantly in the cybersecurity elements outlined above.
In addition, the Company has made significant investments to fulfill the operational and financial regulatory requirements laid out by
the North American Electric Reliability Corporation Critical Infrastructure Protection Standards and Sarbanes-Oxley Act of 2002.

 HCTI faces a number of cybersecurity risks in connection with its business.
Although such risks have not materially affected us, including our business strategy, results of operations, and financial conditions,
to date, we have, from time to time, experienced threats to and breaches of our data systems, including malware, phishing and computer
virus attacks. See "Item 1A. Risk Factors" for additional information regarding our organization's cybersecurity risks,
which should be read together with this "Item 1C. Cybersecurity".

 Item 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.

 Item 3. Legal Proceedings

 From time to time, we may be subject to legal
proceedings and claims in the ordinary course of business. We may in the future receive claims from third parties asserting, among other
things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our
customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights.
The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse
impact on us. To date, we have not been made aware of any actual, pending or threatened litigation against the Company.

 Item 4. Mine Safety Disclosures

 Not applicable.

 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 February 12, 2025, there were 42 stockholders
of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders,
this number is not representative of the total number of beneficial owners of our stock.

 Dividends

 We have never declared or paid any cash dividend on our common stock.
We intend to retain any future earnings to finance the operation and expansion of our business and fund our share repurchase program,
and we do not expect to pay cash dividends in the foreseeable future.

 Recent Sales of Unregistered Securities

 None

 Securities Authorized for Issuance under Equity Compensation Plans

 The following table provides information as of December 31, 2023, regarding
our common stock that may be issued under the Plan.

 Securities

 Remaining

 Available for

 Future Issuance

 Securities to be

 Under Equity

 issued Upon

 Compensation

 Exercise of

 Weighted Average

 Plans (Excluding

 Outstanding

 Exercise Price of

 Securities

 Options, Warrants,

 Outstanding

 Reflected in

 Plan category:

 and Rights (a)

 Options (b)

 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. Our board of directors and shareholders have approved a total reserve of 600,000 shares
for issuance under the Plan.

 (2)
 The total reserve of 600,000 shares represents 13.92%of the
equity on a fully diluted basis.

 We have not issued any options outside of the Plan.

 Transfer Agent

 The transfer agent for the common stock is VStock Transfer LLC, 18
Lafayette Place, Woodmere, New York, telephone (212) 828-8436.

 Item 6. [Reserved]

 The Company is a smaller reporting company as defined by Rule 12b-2
of the Exchange Act and is not required to provide the information required under this item.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 The following discussion summarizes the significant
factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented
below. 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 statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital
resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our
management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially
from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere
in this report, and in the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors".

 Overview

 Healthcare Triangle, Inc. is a leading healthcare
information technology company focused on advancing innovative, industry-transforming solutions in the areas of cloud services, data science,
professional and managed services for the Healthcare and Life Sciences industry.

 The Company was formed on October 29, 2019, as
a Nevada corporation and then converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare
and Life Sciences ("HCLS") industry. The business commenced on January 1, 2020, after the Parent transferred its s Life Sciences
business to us. As of December 31, 2023, we had a total of 33 full time employees, 164 sub-contractors, including 95 certified cloud engineers,
66 Epic Certified EHR experts and 21 MEDITECH Certified EHR experts. 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. During the
twelve months ended December 31, 2023, we generated revenues of approximately $33.2 million compared to revenue of $45.9 million for the
twelve months ended December 31, 2022, which represents a decrease of $12.7 million or 28% compared to the previous year.

 Our approach leverages our proprietary technology
platforms, extensive industry knowledge, and healthcare domain expertise to provide solutions and services that reinforce healthcare progress.
Through our platform, solutions, and services, we support healthcare delivery organizations, healthcare insurance companies, pharmaceutical,
and Life Sciences, biotech companies, and medical device manufacturers in their efforts to improve data management, develop analytical
insights into their operations, and deliver measurable clinical, financial, and operational improvements.

 We offer a comprehensive suite of software, solutions,
platforms, and services that enables some of the world's leading healthcare and pharma organizations to deliver personalized healthcare,
precision medicine, advances in drug discovery, development and efficacy, collaborative research and development, respond to real-world
evidence, and accelerate their digital transformation. We combine our expertise in the healthcare technology domain, cloud technologies,
DevOps and automation, data engineering, advanced analytics, AI/ML, IoT, security, compliance, and governance to deliver platforms and
solutions that drive improved results in the complex workflows of Life Sciences, biotech, healthcare providers, and payers. Our differentiated
solutions, enabled by our intellectual property and delivered as a service, provide advanced analytics, data science applications, and
data aggregation in these highly regulated environments in a more compliant, secure, and cost-effective manner to our customers.

 Our deep expertise in healthcare allows us to
reinforce our clients' progress by accelerating their innovation. Our healthcare IT services include Electronic Health Records (EHR)
and software implementation, optimization, extension to community partners, as well as application managed services, and backup and disaster
recovery capabilities on public cloud. Our 24x7 managed services are used by hospitals and health systems, payers, Life Sciences, and
biotech organizations in their effort to improve health outcomes and deliver deeper, more meaningful patient and consumer experiences.
Through our services, our customers achieve a return on investment in their technology by delivering measurable improvements. Combined
with our software and solutions, our services provide clients with an end-to-end partnership for their technology 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. 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. 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. 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.

 Key Factors of Success

 We believe that our future growth, success, and
performance are dependent on many factors, including those mentioned below. While these factors present significant opportunities for
us, they also represent the challenges that we must successfully address in order to grow our business and improve our results of operations.

 Investment in scaling the business

 We need to continuously invest in research and
development to build new solutions, sales, and marketing to promote our solutions to new and existing customers in various geographies,
and other operational and administrative functions in systems, controls and governance to support our expected growth and our transition
to a public company. We anticipate that our employee strength will increase because of these investments.

 Adoption of our solutions by new and existing customers

 We believe that our ability to increase our customer
base will enable us to drive growth. Most of our customers initially deploy our solutions within a division or geography and may only
initially deploy a limited set of our available solutions. Our future growth is dependent upon our existing customers' continued
success and renewals of our solutions agreements, deployment of our solutions to additional divisions or geographies and the purchase
of subscriptions to additional solutions. Our growth is also dependent on the adoption of our solutions by new customers. Our customers
are large organizations who typically have long procurement cycles which may lead to declines in the pace of our new customer additions.

 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.
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.

 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. 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.

 Components of Results of Operations

 Revenues

 We provide our services and manage our business under these operating
segments:

 The Company earns revenue primarily through the
sale of software services that is generated from providing strategic advisory, implementation, and development services. The Company enters
into Statement of Work (SOW) which provides for service obligations that need to be fulfilled as agreed with the customer. The majority
of our software services arrangements are billed on a time and materials basis and revenues are recognized over time based on time incurred
and contractually agreed upon rates. Certain software services revenues are billed on a fixed fee basis and revenues are typically recognized
over time as the services are delivered based on time incurred and customer acceptance. We recognize revenue when we have the right to
invoice the customer using the allowable practical expedient under ASC 606-10-55-18 since the right to invoice the customer corresponds
with the performance obligations completed.

 Managed Services and Support include post implementation support and
cloud hosting. Managed Services and Support are a distinct performance obligation. Revenue for Managed Services and Support is recognized
rateably over the life of the contract.

 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.

 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.

 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. 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.

 Cost of revenue

 Cost of revenue consists primarily of employee-related
costs associated with the rendering of our services, including salaries, benefits and stock-based compensation expense, the cost of subcontractors,
travel costs, cloud hosting charges and allocated overhead the cost of providing professional services is significantly higher as a percentage
of the related revenues than for our subscription services due to the direct labor costs and costs of subcontractors. Our business and
operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities.

 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.

 Operating Expenses

 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. Research and development expenses also include certain third-party
consulting fees. Our research and development expense excludes any depreciation and amortization.

 We expect to continue our focus on developing
new product offerings and enhancing our existing product offerings. As a result, we expect our research and development expense to increase
in absolute dollars, although it may vary from period to period as a percentage of revenue.

 Sales and marketing expenses consist primarily
of employee-related expenses, including salaries, benefits, commissions, travel, discretionary incentive compensation, employment taxes,
severance, and equity compensation costs for our employees engaged in sales, sales support, business development, and marketing. Sales
and marketing expense also includes operating expenses for marketing programs, research, trade shows, and brand messages, and public
relations costs.

 We expect our sales and marketing expenses to
continue to increase in absolute dollar terms as we strategically invest to expand our business, although it may vary from period to period
as a percentage of total revenues.

 Our general and administrative expenses consist
primarily of employee-related expenses including salaries, benefits, discretionary incentive compensation, employment taxes, severance,
and stock-based compensation expenses, for employees who are responsible for management information systems, administration, human resources,
finance, legal, and executive management. The general and administrative expenses also include occupancy expenses (including rent, utilities,
and facilities maintenance), professional fees, consulting fees, insurance, travel, contingent consideration, transaction costs, integration
costs, and other expenses. Our general and administrative expenses exclude depreciation and amortization.

 In the nearest future, we expect our general and
administrative expenses to continue to increase to support business growth. 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. 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.

 Deferred revenues

 Advanced billings to clients in excess of revenue earned are recorded
as deferred revenue until the revenue recognition criteria are met.

 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.

 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.

 Provision for income taxes

 Provision for income taxes consists of federal
and state income taxes in the United States, including deferred income taxes reflecting the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes.

 Pay check 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. 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. 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. 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.

 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:

 2023

 % of

 Sales

 2022

 % of

 Sales

 $

 %

 $

 %

 Cost of revenue (exclusive of depreciation /amortization)

 %

 %

 %

 8,138

 %

 4,670

 %

 6,650

 %

 5,727

 %

 5,522

 %

 1,566

 %

 2,942

 %

 1,710

 %

 4,366

 %

 (12
)

 %

 (1,081
)

 (2
)%

 -

 %

 (1,602
)

 (3
)%

 %

 %

 %

 %

 Deferred tax

 -

 %

 %

 Net (loss)

 $
 (8,686
)

 (26
)%

 $
 (14,358
)

 (31
)%

 Twelve Months Ended December 31, 2023, and 2022

 Revenue from operations

 2023

 2022

 %

 $

 $

 $
 (12,683
)

 (28
)%

 Revenue decreased by $12.7 million, or 28% to
$33.2 million for the twelve months ended December 31, 2023, as compared to $45.9 million for the twelve months ended December 31, 2022.
Revenue from Software Services, Managed Services and Support and Platform Services revenue have decreased in the current year.

 Our top 5 customers accounted for 78% of revenue
during the twelve months ended December 31, 2023 and 69% during the twelve months ended December 31, 2022, respectively.

 The following table has the breakdown of our revenues
for the twelve months ended December 31, 2023 and 2022 for each of our top 5 customers.

 Top Five Customers' Revenue for Twelve months ended December
31, 2023

 Amount (In thousands)

 % of Revenue

 $
 17,322

 %

 3,114

 %

 2,286

 %

 2,011

 %

 $
 1,751

 %

 Top Five Customers' Revenue for Twelve months ended December
31, 2022

 Amount (In thousands)

 % of Revenue

 $
 17,736

 %

 5,598

 %

 4,676

 %

 3,698

 %

 $
 1,585

 %

 The following table provides details of Customer 1 revenue by operating
segments:

 2023

 2022

 %

 Software services

 $
 15,599

 $
 14,469

 $
 1,130

 %

 Managed services and support

 1,723

 3,267

 (1,544
)

 (47
)%

 Platform services

 —

 —

 —

 —

 Total Revenue

 $
 17,322

 $
 17,736

 $
 (414
)

 (2
)%

 Revenue from Customer 1 decreased by $0.4
million, or 2% to $17.3 million for the twelve months ended December 31, 2023, as compared to $17.7 million for the twelve months ended
December 31, 2022. Software Services revenue increased by $1.1 million or 8% to $15.6 million for the twelve months ended December 31,
2023, as compared to $14.5 million for the twelve months ended December 31, 2022. Managed Services and Support revenue decreased by $1.5
million, or 47% to $1.7 million for the twelve months ended December 31, 2023, as compared to $3.3 million for the twelve months ended
December 31, 2022.

 Cost of revenue (exclusive of depreciation /amortization)

 2023

 2022

 %

 Cost of revenue (exclusive of depreciation /amortization)

 $

 $

 $
 (8,165
)

 (24
)%

 Cost of revenue, excluding depreciation and amortization
decreased by $8.2 million, or 24%, to $26.4 million for the twelve months ended December 31, 2023, as compared to $34.6 million for the
twelve months ended December 31, 2022.

 2023

 2022

 %

 $

 $
 8,138

 $
 (7,339
)

 (90
)%

 Research and development expenses decreased
by $7.3 million, or 90% to $0.8 million for the twelve months ended December 31, 2023, as compared to $8.1. million for the twelve months

 31,

 2023

 2022

 %

 $
 4,670

 $
 6,650

 $
 (1,980
)

 (30
)%

 Sales and marketing expenses decreased by
$1.98 million, or 30% to $4.7 million for the twelve months ended December 31, 2023, as compared to $6.7 million for the twelve months

 2023

 2022

 %

 $
 5,727

 $
 5,522

 $

 %

 General and administrative expenses increased
by $0.20 million, or 4 % to $5.7 million for the twelve months ended December 31, 2023, as compared to $5.5 million for the twelve months

 31,

 2023

 2022

 %

 $
 1,566

 $
 2,942

 $
 (1,376
)

 (47
)%

 Depreciation and amortization expenses decreased
by $1.4 million, or 47% to $1.6 million for the twelve months ended December 31, 2023, as compared to $2.9 million for the twelve months

 31,

 2023

 2022

 %

 $
 1,710

 $
 4,366

 $
 (2,656
)

 (61
)%

 Impairment expenses decreased by $2.7 million, or 61% to $1.7 million
for the twelve months ended December 31, 2023, as compared to $4.3 million for the twelve months ended December 31, 2022.

 2023

 2022

 %

 $

 $

 $

 %

 Interest expenses increased by $0.7 million,
or 357% to $1.0 million for the twelve months ended December 31, 2023, as compared to $0.2 million for the twelve months ended December
31, 2022, this is primarily due to short term funding.

 Gain on forgiveness of PPP loan

 31,

 2023

 2022

 %

 Gain on forgiveness

 $
 -

 $
 1,081

 $
 (1,081
)

 (100
)%

 The gain on forgiveness of PPP loan decreased
by $1 million, or 100% to $0 million for the twelve months ended December 31, 2023, as compared to $1 million for the twelve months ended
December 31, 2022.

 2023

 2022

 %

 $

 -

 $

 1,602

 $

 (1,602)

 (100)

 %

 The gain on revaluation decreased by $1.6
million, or 100% to $0 million for the twelve months ended December 31, 2023, as compared to $1.6 million for the twelve months ended
December 31, 2022.

 Provision for income taxes

 2023

 2022

 %

 Income tax

 $

 $

 $
 (28
)

 (44
)%

 Income tax decreased by $0.03 million, or 44%
to $0.04 million for the twelve months ended December 31, 2023, as compared to $0.06 million for the twelve months ended December 31,
2022, this represents state taxes.

 Deferred tax

 2023

 2022

 %

 Deferred tax

 $
 -

 $

 $
 (443
)

 (100
)%

 Deferred tax decreased by $0.4 million, or
100% to $0 million for the twelve months ended December 31, 2023, as compared to $0.4 million for the twelve months ended December 31,
2022.

 Revenue, Cost of Revenue and Operating Profit by Operating Segment

 (In
 thousands)

 2023

 2022

 %

 $
 21,132

 $
 25,883

 $
 (4,751
)

 (18
)%

 10,452

 15,178

 (4,726
)

 (31
)%

 1,619

 4,825

 (3,206
)

 (66
)%

 $

 $

 $
 (12,683
)

 (28
)%

 We currently provide our services and manage our business under three
operating segments which are Software Services, Managed Services and Support and Platform Services.

 Revenue from Software Services decreased by $4.8
million, or 18% to $21.1 million for the twelve months ended December 31, 2023, as compared to $25.9 million for the twelve months ended
December 31, 2022. Revenue from Managed Services and Support decreased by $4.7 million, or 31% to $10.5 million for the twelve months
ended December 31, 2023, as compared to $15.2 million for the twelve months ended December 31, 2022. Revenue from Platform Services decreased
by $3.2 million, or 66% to $1.6 million for the twelve months ended December 31, 2023, as compared to $4.8 million for the twelve months

 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.
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. 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. 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. 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.

 Cost of Revenue

 (In
 thousands)

 2023

 2022

 %

 $
 17,260

 $
 20,533

 $
 (3,273
)

 (16
)%

 7,696

 10,697

 (3,001
)

 (28
)%

 1,470

 3,361

 (1,891
)

 (56
)%

 Cost of Revenue

 $

 $

 $
 (8,165
)

 (24
)%

 Cost of Revenue from Software Services decreased
by $3.3 million, or 16% to $17.3 million for the twelve months ended December 31, 2023, as compared to $20.5 million for the twelve months
ended December 31, 2022. Cost of Revenue from Managed Services and Support decreased by $3.0 million, or 28% to $7.7 million for the twelve
months ended December 31, 2023, as compared to $10.7 million for the twelve months ended December 31, 2022. Cost of Revenue from Platform
Services decreased by $1.9 million, or 56% to $1.5 million for the twelve months ended December 31, 2023, as compared to $3.4 million
for the twelve months ended December 31, 2022.

 Segment operating profits by reportable segment were as follows:

 2023

 2022

 %

 $
 (2,930
)

 $
 (1,174
)

 $
 (1,756
)

 (150
)%

 2,657

 4,593

 (1,936
)

 (42
)%

 (226
)

 (6,907
)

 6,681

 %

 Total segment operating loss

 (499
)

 (3,488
)

 2,989

 (86
)%

 Less: unallocated costs

 7,196

 12,835

 (5,639
)

 (44
)%

 Income from operations

 (7,695
)

 (16,323
)

 8,628

 (53
)%

 Other Income (PPP)

 1,081

 (1,069
)

 (99
)%

 -

 1,602

 (1,602
)

 (100
)%

 (968
)

 (212
)

 (756
)

 %

 Net loss before income tax

 $
 (8,651
)

 $
 (13,852
)

 $
 5,201

 (38
)%

 Operating loss from Software Services increased
by $1.7 million, or 150% to $2.9 million for the twelve months ended December 31, 2023, as compared to $1.1 million for the twelve months
ended December 31, 2022. Operating profit from Managed Services and Support decreased by $1.9 million, or 42% to $2.6 million for the
twelve months ended December 31, 2023, as compared to $4.6 million for the twelve months ended December 31, 2022. Operating loss from
Platform Services decreased by $6.7 million, or 97 % to $0.2 million for the twelve months ended December 31, 2023, as compared to $3.5
million for the twelve months ended December 31, 2022

 Liquidity and Capital Resources

 As of

 As of

 2023

 2022

 $
 1,234

 $
 1,341

 Total cash, cash equivalents and short-term investments

 $
 1,234

 $
 1,341

 As of

 As of

 2023

 2022

 Cash flows used in operating activities

 $
 (2,151
)

 $
 (5,353
)

 Cash flows used in investing activities

 (12
)

 (1,134
)

 Cash flows provided by financing activities

 2,056

 6,058

 Net increase (decrease) in cash and cash equivalents

 $
 (107
)

 $
 (429
)

 As of December 31, 2023, our principal sources
of liquidity for working capital purposes were cash, cash equivalents and short-term investments totaling $1.2 million.

 We have financed our operations primarily through
financing activity and operating cash flows. We believe our existing cash, cash equivalents and short-term investments generated from
operations will be sufficient to meet our working capital over the next 12 months. Our future capital requirements will depend on many
factors including our growth rate, subscription renewal activity, the expansion of sales and marketing activities and the ongoing investments
in platform development.

 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. 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, 2023 is 0.74 compared to 1.22 as of December 31, 2022.

 The Company's current debt equity ratio,
as on December 31, 2023 is (3.2), compared to 0.54 as on December 31, 2022. 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 current ratio.

 Sources of Liquidity

 As of December 31, 2023, our principal sources
of liquidity consisted of cash and cash equivalents of $1.2 million. We believe that our cash and cash equivalents as of December 31,
2023, and the future operating cash flows of the entity will provide adequate resources to fund ongoing cash requirements for the next
twelve months. 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. 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
$2 million for the twelve months ended December 31, 2023, and net cash used in operations was $5 million for the twelve months ended
December 31, 2022.

 Investing Activities

 Net cash used in investing activities was
$0.012 million for the twelve months ended December 31, 2023, and $1,134 million for the twelve months ended December 31, 2022.

 Financing Activities

 Cash flows from financing activities were
$2 million for the twelve months ended December 31, 2023, and $6 million for the twelve months ended December 31, 2022. During the year
2023, the company raised an aggregate gross amount of $5.2 million through Senior Secured 15% Original Issue Discount Convertible Promissory
Note. The first tranche of $2 million was received during the period ended December 31, 2023.

 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, 2023.

 Item 8. Financial Statements and Supplementary Data

 HEALTHCARE
TRIANGLE, INC.

 Consolidated
Financial Statements

31, 2023 and 2022

 Report of Independent Registered Public Accounting Firm

 Financial Statements

 Consolidated Balance Sheets as of
 December 31, 2023 and 2022 (Restated)

 Consolidated Statements of
 Operations For The Years Ended December 31, 2023 and 2022 (Restated)

 Consolidated Statements of Changes
in Stockholders' Equity (Deficit) For The Years Ended December 31, 2023 and 2022 (Restated)

 Consolidated Statements of Cash
 Flows For The Years Ended December 31, 2023 and 2022 (Restated)

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

 Stockholders of Healthcare Triangle, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Healthcare Triangle, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.

 Restatement to Correct Previously Issued
Financial Statements

 As discussed in Note 2 to the financial statements,
the 2023 and 2022 financial statements have been restated to correct misstatements discovered during the two-year period.

 Going Concern

 The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company
has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of
equity or other financings to fund ongoing operations all of which raises substantial doubt about its ability to continue as a going
concern. Management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical Audit Matters

 The critical audit matter communicated below
is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate
opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Goodwill and Intangible Assets

 As discussed in Note 2 and 5 to the financial
statements, the Company acquired two entities during 2020 and 2021 accounted for as business combinations, which required assets and
liabilities assumed to be measured at their acquisition date fair values. The Company capitalized software development costs paid to
a related party during 2022 and prior. At least annually, goodwill is to be evaluated for impairment. Certain intangible assets are required
to be assessed annually for impairment based if it is determined that there are impairment indicators. Auditing management's evaluation
of the impairment of goodwill and intangible assets can be a significant judgment given the fact that the Company uses management estimates
on future revenues and expenses which are not easily able to be substantiated.

 Given these factors and due to significant
judgements made by management, the related audit effort in evaluating management's judgments in evaluation of intangible assets
required a high degree of auditor judgment.

 The procedures performed included evaluation
of the methods and assumptions used by the Company, tests of the data used and an evaluation of the findings. We evaluated and tested
the Company's significant judgments that determine the impairment evaluation of intangible assets.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor
since 2024.

 The Woodlands, TX

 February 14, 2025

 F- 3

 Consolidated Balance
Sheets

 2023

 2022

 Assets

 Current assets

 $
 1,234

 $
 1,341

 Accounts receivable

 3,595

 5,865

 Other current assets

 Total current assets

 5,653

 8,022

 Property and equipment, net

 Intangible assets, net

 4,085

 Due from affiliates

 1,075

 Total assets

 $
 6,858

 $
 13,262

 Liabilities and stockholders' equity
 (deficit)

 Current liabilities

 Accounts payable

 $
 1,953

 $
 1,481

 Short term borrowing

 3,788

 2,685

 Other current liabilities

 1,911

 2,431

 Total current liabilities

 7,652

 6,597

 Long-term liabilities

 Contingent Consideration

 Convertible Notes

 —

 Total current and long-term liabilities

 8,249

 7,222

 Stockholders' equity (deficit)

 Preferred stock, par value $ 0.00001; 10,000,000 authorized

 —

 —

 Series A, Super Voting Preferred Stock - 6,000 shares ( 1,000 votes per share) issued and outstanding as of December 31, 2023 and December 31, 2022

 respectively

 —

 —

 Common stock, par value $ 0.00001; 100,000,000 authorized 4,308,822 and 4,170,953 shares issued and outstanding as of December 31, 2023 and December 31, 2022 respectively

 —

 —

 Additional paid-in capital

 26,211

 Retained earnings

 ( 27,602
)

 ( 18,916
)

 Total stockholders' equity (deficit)

 ( 1,391
)

 6,040

 Total liabilities and
 stockholders' equity (deficit)

 $
 6,858

 $
 13,262

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 Consolidated Statements
of Operations

 Years Ended

 2023

 2022

 Net revenue

 $

 $

 Cost of revenue (exclusive of depreciation
 and amortization shown separately below)

 Operating expenses

 8,138

 4,670

 6,650

 5,727

 5,522

 1,566

 2,942

 1,710

 4,366

 Total operating expenses

 14,472

 27,618

 Loss from operation

 ( 7,695
)

 ( 16,323
)

 -

 Income from payroll protection program

 -

 1,081

 Gain on revaluation of contingent consideration

 -

 1,602

 ( 968
)

 ( 212
)

 Loss before income tax

 ( 8,651
)

 ( 13,852
)

 Provision for income tax

 ( 35
)

 ( 506
)

 $
)

 $
)

 Net loss per common share—basic and diluted

 $
 ( 2.08
)

 $
 ( 3.88
)

 Weighted average shares outstanding used in per common share computations:

 Basic and diluted

 4,179,140

 3,698,555

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 Consolidated Statements
of Changes in Stockholders' Equity (Deficit) (Restated)

 Preferred stock

 Common stock

 Additional
 paid-in

 Retained

 Total
 stockholders'

 capital

 earnings

 equity (Deficit)

 Balance at December, 2021

 6,000

 $

 3,526,083

 $
 -

 $
 18,799

 $
 ( 4,558
)

 $
 14,241

 -

 -

 -

 -

 -

)

)

 Issue of stock options (ISO/NSO)

 -

 -

 -

 -

 -

 Shares issued for services

 -

 -

 22,500

 -

 -

 Issuance of common stock in connection with Private Placement

 -

 -

 393,000

 -

 3,580

 -

 3,580

 Issuance of warrants in connection with Private Placement

 -

 -

 216,756

 -

 2,308

 -

 2,308

 Common stock repurchased

 -

 -

 -

 -

 ( 141
)

 -

 ( 141
)

 Cash collected on common stock options

 -

 -

 12,614

 -

 -

 Balance at December 31, 2022

 6,000

 $

 4,170,953

 $
 -

 $

 $
 ( 18,916
)

 $
 6,040

 Issue of stock options (ISO/NSO)

 -

 -

 -

 -

 -

 Shares issued for cash

 -

 -

 76,923

 -

 -

 Shares issued for services

 -

 -

 30,000

 -

 -

 Shares issued for contingent consideration

 -

 -

 31,250

 -

 -

 -

 -

 -

 -

 -

)

)

 Rounding shares issued for stock split

 -

 -

 ( 304
)

 -

 -

 -

 -

 Relative fair value of warrants issued
 with convertible debt

 -

 -

 -

 -

 -

 Balance at December 31, 2023

 6,000

 $

 4,308,822

 $
 -

 $
 26,211

 $
 ( 27,602
)

 $
 ( 1,391
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 Consolidated Statements of Cash Flows

 Years Ended
 December 31

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities

 1,566

 2,942

 1,710

 4,366

 Common stock issued for services

 Income from payroll protection program

 -

 ( 1,081
)

 ( 12
)

 -

 -

 ( 1,602
)

 Interest on lease payment/payroll protection program

 —

 Stock compensation expenses

 Bad debt expense

 —

 Changes in operating assets and liabilities:

 Accounts receivable

 2,270

 3,585

 Other current assets

 ( 8
)

 ( 454
)

 Due from related party

 ( 259
)

 Accounts payable and accrued expenses

 ( 392
)

 Other current liabilities

 ( 520
)

 1,268

 Contingent consideration

 —

 —

 Net cash used in operating activities

 ( 2,151
)

 ( 5,353
)

 Cash flows from investing activities

 (Purchase)/sale of property and equipment

 ( 12
)

 ( 40
)

 Increase in intangible assets

 -

 ( 1,094
)

 Investment in subsidiary

 —

 —

 Net cash used in investing activities

 ( 12
)

 ( 1,134
)

 Cash flows from financing activities

 Increase in capital

 -

 -

 Stock options exercised

 -

 Increase / (decrease) in short term borrowing

 1,556

 Principal payment on finance leases

 —

 ( 194
)

 Proceeds from sale of common stock

 5,888

 Repurchases of common stock

 —

 ( 141
)

 Increase in paycheck protection program loan

 —

 —

 Net cash provided by financing activities

 2,056

 6,058

 Net decrease in cash and cash equivalents

 ( 107
)

 ( 429
)

 Cash and cash equivalents at the beginning of the period

 1,341

 1,770

 Cash and cash equivalents at the end of the period

 $
 1,234

 $
 1,341

 Supplementary disclosure of cash flows information

 Interest

 $

 $

 Non-cash flows information

 Exchange of third party debt for third party debt

 -

 1,709

 Contingent consideration settled with common stock

 -

 Relative fair value of warrants issued with convertible debt

 -

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 HEALTHCARE TRIANGLE, INC.

 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

 (in thousands except
share and per share data)

 1) Organization and Description of Business

 Healthcare Triangle Inc. ("the Company")
was incorporated under the laws of the State of Nevada on October 29, 2019, and then converted into a Delaware corporation on April 24,
2020, to provide IT and data services to the Healthcare and Life Sciences ('HCLS") industry. On January 1, 2020, the Company
acquired the Life Sciences Business of SecureKloud Technologies Inc. (Parent) and on May 8, 2020, the Company acquired Cornerstone Advisors
Group LLC (Healthcare Business) from its Parent.

 Healthcare Triangle, Inc. (HTI) reinforces healthcare
progress through breakthrough technology and extensive industry know-how. HTI support healthcare providers and payors, hospitals and Pharma/Life
Sciences organizations in their effort to improve health outcomes by enabling the adoption of new technologies, data enlightenment, business
agility and accelerate responding to immediate business needs and competitive threats. The highly regulated HCLS industry turn to HTI
for expertise in digital transformation on the cloud, security and compliance, develops, data lifecycle management, healthcare interoperability,
clinical and business performance optimization.

 HTI will concentrate on accelerating value to three healthcare sectors:

 1.
 Pharmaceutical companies, which require improved efficiencies in the clinical trial process. HTI modernizes their IT infrastructure
to advance the clinical trial process to drug discovery and delivery.

 2.
 Hospitals and health systems, which face interoperability challenges as mergers, acquisitions and partnerships
drive increasing need for integrated healthcare infrastructures. HTI's health IT expertise optimizes providers' enterprise digital structure
needs connecting disparate systems and applying analytics capabilities.

 3.
 Life sciences, payers and all healthcare organizations must protect and secure personal health information (PHI), a regulatory compliance
mandate that HTI addresses and manages for its customers.

 As an organization with the deep-rooted cloud
expertise, HTI's technology significantly relies on Big Data, Analytics, DevOps, Security/Compliance, Identity Access Management
(IAM), Machine Learning (ML), Artificial Intelligence (AI), Internet of Things (IoT) and Blockchain.

 Devcool Inc

 Devcool Inc was incorporated under the laws of
the State of California on September 25, 2016. The Company solves complex technology problems and delivers innovation to healthcare industry.
The Company has successfully implemented projects for top Healthcare insurance companies and hospitals across United States of America.
On December 10, 2021, Healthcare Triangle, Inc (HTI) entered into a Share Purchase Agreement (the "Share Purchase Agreement")
with Devcool, Go To Assistance Inc., a California corporation ("Seller"), and Mr. Sandeep Deokule, current Chief Executive Officer
of Devcool ("SD"). Pursuant to the Share Purchase Agreement, the Company will acquire 5,000,000 shares of Devcool's
Class B Common Stock, par value $ 0.0001, which represents all the issued and outstanding capital stock of Devcool (the "Acquisition").
The closing of the Acquisition occurred on December 10, 2021 (the "Closing Date"). The Company exercised control by virtue
of taking over the operations from November 01, 2021 (effective date) and the financials have been consolidated from this date.

 2) Summary
of Significant Accounting Policies

 Basis of consolidated financial statements

 The accompanying condensed consolidated financial
statements include the accounts of Healthcare Triangle and its wholly owned subsidiary. The condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances
and transactions have been eliminated in consolidation.

 The accompanying statements of operations include
expenses for certain functions historically performed by the Parent company, including general corporate services, such as legal, accounting,
treasury, information technology, human resources and administration. These expenses are based primarily on direct usage when identifiable,
direct capital expenditures or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying
condensed consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable.
Actual results may differ from these expenses, assumptions and estimates. The amounts recorded in the accompanying condensed consolidated
financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had we
been a separate independent entity.

 F- 8

 Restatement of Previously Issued Financials

 After the initial issuance of the Company's
2023 financial statements on March 18, 2024, management reconsidered the estimate previously applied. The impact of the adjustments is
listed in the notes below. The following table summarizes the impacts of the changes in estimates on the Company's financial statements
for each of the periods presented below:

 The following table summarizes the impact
of the changes in estimates on the Company's financial statements for the year ended December 31, 2023:

 2023

 Assets

 $
 1,234

 $
 -

 $
 1,234

 Accounts receivable (i)

 3,236

 3,595

 Other current assets (ii)

 1,259

 ( 435
)

 Total current assets

 5,729

 ( 76
)

 5,653

 Property and equipment, net

 -

 Intangible assets, net (iii)

 3,972

 ( 3,115
)

 Due from affiliates

 -

 Total assets

 $
 10,049

 $
 ( 3,191
)

 $
 6,858

 Liabilities and stockholders' equity (deficit)

 Accounts payable

 $
 1,953

 $
 -

 $
 1,953

 Warrants liability (iv)

 ( 954
)

 -

 Short term borrowing (i)

 3,429

 3,788

 Other current liabilities (v)

 1,787

 1,911

 Total current liabilities

 8,123

 ( 471
)

 7,652

 Contingent consideration

 -

 Convertible notes (ii & vi)

 ( 791
)

 Total current and
 long-term liabilities

 9,511

 ( 1,262
)

 8,249

 Preferred stock, par value $ 0.00001; 10,000,000 authorized Series A, Super Voting Preferred Stock - 6,000 shares ( 1,000 votes per share)

 -

 -

 -

 issued and outstanding as of December 31, 2023.

 Common stock, par value $ 0.00001; 100,000,000 authorized 4,308,822 issued and outstanding as of December 31, 2023

 -

 -

 -

 Additional paid-in capital (vii)

 25,443

 26,211

 Accumulated other comprehensive income (loss)

 -

 -

 -

 Retained earnings (viii)

 ( 24,905
)

 ( 2,697
)

 ( 27,602
)

 Total stockholders'
 equity (deficit)

 ( 1,929
)

 ( 1,391
)

 Total liabilities
 and stockholders' equity (deficit)

 $
 10,049

 $
 ( 3,191
)

 $
 6,858

 (i)
 Collection from customer $ 359 reflected in Seacoast collection
account in January 2024, reported earlier as collected adjusted to accounts receivable. Corresponding impact given in short term borrowing.

 (ii)
 The Company recorded $ 435 as debt issuance cost for the
period ending December 31, 2023.

 (iii)
 Written off $ 3,115 to record loss due to impairment.

 (iv)
 The Company adopted ASU 2020-06 in financial year 2023
using the relative fair value method and recorded debt discount; and an allocation of $ 954 towards warrant was recorded as additional
paid-in capital using the relative fair value method.

 (v)
 Adjustment of additional general cost accrual of $ 124

 (vi)
 Adjustment to record debt discount for the relative fair
value of warrants issued with convertible debt during FY 2023

 (vii)
 Adjustment of $ 205 to remove unsupported debit balance
included in liabilities, $ 356 relative fair value of warrant, $ 56 additional professional fees and $ 149 related to ESOP cost adjustments.

 (viii)
 There was an impact of $ 6,351 to retained earnings in
2023 from adjustments in 2022. Net P&L effect in 2023 went down by $ 3,655. Hence, the difference is the $ 2,697 change.

 F- 9

 Consolidated Statements of Operations

 2023

 Net revenue

 $

 $
 -

 $

 Cost of revenue (exclusive of depreciation and amortization shown separately below)

 -

 Operating expenses

 Research and development expenses

 -

 4,670

 -

 4,670

 General and administrative (i)

 5,424

 5,727

 Impairment expense (ii)

 -

 1,710

 1,710

 Depreciation and amortization (iii)

 7,232

 ( 5,666
)

 1,566

 Total operating expenses

 18,125

 ( 3,653
)

 14,472

 Income from Operation (loss)

 ( 11,348
)

 3,653

 ( 7,695
)

 -

 ( 968
)

 -

 ( 968
)

 Income (loss) before income taxes

 ( 12,304
)

 3,653

 ( 8,651
)

 Provision for income taxes (vi)

 ( 35
)

 ( 443
)

 ( 506
)

 Total income tax (expense) / benefit

 ( 35
)

 -

 ( 35
)

 Net income (loss)

 $
 ( 12,339
)

 $
 3,653

 $
)

 Change for basic and diluted EPS:

 Net income per common share—basic

 ( 2.92
)

 0.84

 ( 2.08
)

 Net income per common share—diluted

 ( 2.92
)

 0.84

 ( 2.08
)

 Weighted average shares outstanding used in per common share computations:

 Basic and diluted

 4,228,741

 ( 49,601
)

 4,179,140

 (i)
 Adjustment of additional
 cost accrual.

 (ii)
 related to Devcool Inc intangibles recorded in FY 2023 and reclassification of amortization
 expense.

 (iii)
 Write back of
 amortization due to intangible write-off and reclassification of impairment expense.

 F- 10

 Consolidated Statements of Changes in Stockholders'
Equity (Deficit)

 Preferred
 Stock

 Common
 Stock

 Additional

 paid-up

 Retained

 Total

 Stockholder's

 capital

 Earnings

 Equity
 (Deficit)

 As previously reported

 6,000

 -

 4,308,822

 $
 24,443

 $
 ( 24,905
)

 $

 (i) & (ii)

 -

 -

 -

 ( 1
)

 ( 2,697
)

 ( 1,929
)

 As restated December 31, 2023

 6,000

 -

 4,308,822

 -

 $
 26,211

 $
 ( 27,602
)

 $
 ( 1,391
)

 (i)
 Adjustment to record Debt discount $ 356, ESOP cost true-up $ 149, Professional fees $ 56, and unsupported debit balance $ 205.

 (ii)
 There
was impact of $ 6,351 in retained earnings in 2023 from adjustments in 2022. Net P&L effect in 2023 decreased by $ 3,655. The difference
is $ 2,697.

 F- 11

 Consolidated Statements of Cash Flows

 Cash flows from operating activities

 $
 ( 12,339
)

 $
 3,653

 $
)

 Adjustment to reconcile net loss to net cash provided by

 Depreciation and amortization (i)

 7,232

 ( 5,666
)

 1,566

 Impairment expense (ii)

 -

 1,710

 1,710

 Income from PPP

 -

 -

 -

 Other Income (iii)

 -

 ( 12
)

 ( 12
)

 Common stock issued for services (iv)

 Stock compensation expenses (v)

 Changes in operating assets and liabilities:

 (Increase) / decrease in:

 Accounts receivable (vi)

 2,356

 ( 86
)

 2,270

 Other current assets (vii)

 ( 443
)

 ( 8
)

 Due from related party

 -

 Increase / (decrease) in:

 Accounts payable and accrued expenses (iii)

 Other current liabilities (viii)

 ( 791
)

 ( 520
)

 Net cash used in operating activities

 ( 1,612
)

 ( 539
)

 ( 2,151
)

 Cash flows from investing activities

 (Purchase) / sale of property and equipment (ix)

 ( 13
)

 ( 12
)

 (Increase) / decrease in intangible assets

 -

 -

 -

 Net cash used in investing activities

 ( 13
)

 ( 12
)

 Cash flows from financing activities

 Increase / (decrease) in short term borrowing (vi)

 1,018

 1,556

 Increase in additional paid-in capital

 -

 Net cash provided by financing activities

 1,518

 2,056

 Net increase / (decrease) in cash and cash equivalents

 $
 ( 107
)

 $
 -

 $
 ( 107
)

 Cash and cash equivalents at the beginning of the period

 $
 1,341

 $
 -

 $
 1,341

 Cash and cash equivalents at the end of the period

 $
 1,234

 $
 -

 $
 1,234

 Supplementary disclosure of cash flows information

 Interest

 $

 $
 -

 $

 $

 $
 -

 $

 Non-cash flows information:

 Contingent consideration settled with common stock (x)

 $
 -

 $

 $

 Relative fair value of warrants issued with convertible debt (xi)

 $
 -

 $

 $

 (i)
 Write back of amortization
 due to intangible write-off and reclassification of impairment.

 (ii)
 Reclassification
 and impairment of intangible relating to Devcool Inc acquisition.

 (iii)
 Adjustment $ 12 related to reclassification from accounts payable and accrued expenses

 (iv)
 Adjustment related to fair value of shares issued for Professional fees of $ 56

 (v)
 Adjustment related to ESOP cost true-up $ 149

 (vi)
 Adjustment related
 to Seacoast collection account in January 2024, reported earlier as collected adjusted to
 accounts receivable. Corresponding impact given in short term borrowing.

 (vii)
 The Company recorded $ 435 as debt issuance cost for the period ending December 31, 2023.

 (viii)
 related to accrued professional fees and tax liability.

 (ix)
 Sale of fixed
 assets.

 (x)
 Contingent consideration
 from Devcool Inc acquisition settled by issuing common stocks.

 (xi)
 Adjustment to
 record debt discount for the relative fair value of warrants issued with convertible debt
 during FY 2023.

 F- 12

 The following table summarizes the impact
of the changes in estimates on the Company's financial statements for the year ended December 31, 2022:

 2022

 Assets

 $
 1,341

 $
 -

 $
 1,341

 Accounts receivable (i)

 5,592

 5,865

 Other current assets

 -

 Total current
 assets

 7,749

 8,022

 Property and equipment, net

 -

 Intangible assets, net (ii)

 10,570

 ( 6,485
)

 4,085

 Goodwill (iii)

 1,289

 ( 1,289
)

 -

 Due from affiliates

 1,075

 -

 1,075

 -

 Total assets

 $
 20,763

 $
 ( 7,501
)

 $
 13,262

 Liabilities and stockholders' equity
 (deficit)

 Accounts payable

 1,481

 -

 1,481

 Warrants liability (iv)

 ( 55
)

 -

 Short term borrowing (i)

 2,412

 2,685

 Other current liabilities (v)

 2,200

 2,431

 Total current
 liabilities

 6,148

 6,597

 Contingent consideration (vi)

 2,227

 ( 1,602
)

 Total current
 and long-term liabilities

 8,375

 ( 1,153
)

 7,222

 Preferred stock, par value $ 0.00001; 10,000,000 authorized Series A, Super Voting Preferred Stock - 6,000 shares ( 1,000 votes per share)

 -

 -

 -

 issued and outstanding as of December 31,2022.

 Common stock, par value $ 0.00001; 100,000,000 authorized 4,170,953 shares issued and outstanding as of December 31, 2022

 -

 -

 -

 Additional paid-in capital

 -

 Accumulated other comprehensive income (loss)

 -

 -

 -

 Retained earnings (vi)

 ( 12,568
)

 ( 6,348
)

 ( 18,916
)

 Total stockholders'
 equity (deficit)

 12,388

 ( 6,348
)

 6,040

 Total liabilities
 and stockholders' equity (deficit)

 $
 20,763

 $
 ( 7,501
)

 $
 13,262

 (i)
 Collection from customer $ 273 reflected in Seacoast collection account in January 2023, reported earlier as collected adjusted to accounts receivable. Corresponding impact given in short term borrowing.

 (ii)
 Adjustment of $ 2,185 relating to reclassification of intangible to R&D, $ 4,300 to impair the intangible from Devcool Inc acquisition.

 (iii)
 Adjustment of $ 1,289 to impair Goodwill from the Devcool, Inc. acquisition.

 (iv)
 Application of relative fair value method and allocation of $ 55 as retained earnings.

 (v)
 Adjustments related to accrued tax liability $ 442, $ 7 relating to adjustment of unsupported debit balance and reversal of general cost accrual $ 217. Net impact $ 231

 (vi)
 Adjustment to
 record revaluation gain on contingent liabilities.

 (vii)
 There was an impact of $ 1,893 retained earnings in 2022 from adjustments to 2021. Net P&L effect in 2022 went up by $ 4,455. Net impact of $ 6,348.

 F- 13

 Consolidated Statements of Operations

 2022

 Net revenue

 $

 $
 -

 $

 Cost of revenue (exclusive of depreciation
 and amortization shown separately below)

 -

 Operating expenses

 Research and development expenses (i)

 5,954

 2,184

 8,138

 Sales and marketing (ii)

 6,808

 ( 158
)

 6,650

 General and administrative (ii)

 5,575

 ( 53
)

 5,522

 Impairment expense (iii)

 -

 4,366

 4,366

 Depreciation and amortization (iv)

 3,374

 ( 432
)

 2,942

 Total operating expenses

 21,711

 5,907

 27,618

 Income from Operation
 (loss)

 ( 10,416
)

 ( 5,907
)

 ( 16,323
)

 Income from PPP

 1,081

 -

 1,081

 Gain on revaluation (v)

 -

 1,602

 1,602

 ( 212
)

 -

 ( 212
)

 Income (loss) before
 income taxes

 ( 9,547
)

 ( 4,305
)

 ( 13,852
)

 Provision for income taxes (vi)

 ( 63
)

 ( 443
)

 ( 506
)

 Total income tax

 ( 63
)

 ( 443
)

 ( 506
)

 $
 ( 9,610
)

 $
 ( 4,748
)

 $
)

 Net income per common share—basic

 ( 2.63
)

 1.25

 ( 3.88
)

 Net income per common share—diluted

 ( 2.63
)

 1.25

 ( 3.88
)

 Weighted average shares outstanding used in per common share computations:

 Basic and diluted

 3,659,095

 39,460

 3,698,555

 (i)
 Adjustment to expense portion of
 IP asset additions during FY 2022

 (ii)
 Adjustment
 of additional general cost accrual.

 (iii)
 Intangible of $ 4,366 recorded from the acquisition of Devcool Inc, earlier written-off in FY2023 has now been written-off in FY2022.

 (iv)
 Write back of amortization due to
 intangible write-off.

 (v)
 Revaluation gains of $ 1,602 on contingent consideration payable towards acquisition of Devcool Inc recorded in FY2022.

 (vi)
 Adjustment to remove unsupported deferred tax asset balance of $ 443.

 F- 14

 Consolidated Statements of Changes in Stockholders'
Equity (Deficit)

 Preferred
 Stock

 Common
 Stock

 Additional

 paid up

 Retained

 Total

 Stockholder's

 capital

 Earnings

 Equity
 (Deficit)

 As previously reported

 6,000

 -

 4,170,953

 -

 $

 $
 ( 12,568
)

 $
 12,388

 Adjustments (i)

 -

 -

 -

 -

 -

 ( 6,348
)

 ( 6,348
)

 As restated December 31, 2022

 6,000

 -

 4,170,9,53

 -

 $

 $
 ( 18,916
)

 $
 6,040

 (i)
 There was an impact of $ 1,893 to retained earnings in 2022 from adjustments relating to 2021. Net P&L effect in 2022 increased by $ 4,455. Hence, the sum is $ 6,348.

 F- 15

 Consolidated Statements of Cash Flows

 As previously reported

 As restated December 31,
 2022

 Cash flows from operating activities

 $

 ( 9,610

)

 $

 ( 4,748

)

 $

)

 Adjustment to reconcile net loss to net cash provided by

 Depreciation and amortization (i)

 3,374

 ( 432

)

 2,942

 Impairment expense (ii)

 -

 4,366

 4,366

 Income from PPP (iii)

 ( 1,069

)

 ( 12

)

 ( 1,081

)

 Gain on revaluation of contingent consideration (iv)

 -

 ( 1,602

)

 ( 1,602

)

 Common stock issued for services

 ( 1

)

 Stock compensation expenses

 -

 Interest on lease payment (iii)

 Bad debt expense (v)

 -

 Changes in operating assets and liabilities:

 (Increase) / decrease in:

 Accounts receivable (vi)

 4,081

 ( 496

)

 3,585

 Other current assets

 ( 454

)

 -

 ( 454

)

 Due from related party

 ( 259

)

 -

 ( 259

)

 Increase / (decrease) in:

 Accounts payable and accrued expenses

 ( 392

)

 -

 ( 392

)

 Other current liabilities (vii)

 1,330

 ( 62

)

 1,268

 Net cash used in operating activities

 ( 2,600

)

 ( 2,753

)

 ( 5,353

)

 Cash flows from investing activities

 (Purchase) / sale of property and equipment

 ( 40

)

 -

 ( 40

)

 (Increase) / decrease in intangible assets (viii)

 ( 3,279

)

 2,185

 ( 1,094

)

 Net cash used in investing activities

 ( 3,319

)

 2,185

 ( 1,134

)

 Cash flows from financing activities

 ESOP exercised

 -

 Increase / (decrease) in short term borrowing (v)

 Payment of Income Tax (ix)

 ( 294

)

 -

 Payment of lease liability

 ( 194

)

 -

 ( 194

)

 Increase in additional paid-in capital

 5,888

 -

 5,888

 Repurchases of common stock

 ( 142

)

 ( 141

)

 Net cash provided by financing activities

 5,490

 6,058

 Net decrease in cash and cash equivalents

 $

 ( 429

)

 $

 -

 $

 ( 429

)

 Cash and cash equivalents at the beginning of the period

 $

 1,770

 $

 -

 $

 1,770

 Cash and cash equivalents at the end of the period

 $

 1,341

 $

 -

 $

 1,341

 Supplementary disclosure of cash flows information

 Interest

 $

 $

 -

 $

 $

 $

 -

 $

 Non-cash flow information:

 Exchange of third-party debt for third party debt (x)

 $

 -

 $

 1,709

 $

 1,709

 (i)
 Write back of amortization due to
 intangible write-off and reclassification of impairment expense.

 (ii)
 A non-recurring impairment loss of $ 1,289 has been recognized in the financial statements for the reporting period. Intangible $ 3,077 recorded from the acquisition of Devcool Inc, earlier written-off in FY2023 has now been written-off in FY2022.

 (iii)
 The adjustment is due to Reclassification
 from interest on lease payment.

 (iv)
 Revaluation gains of $ 1,602 on contingent consideration payable towards acquisition of Devcool Inc recorded in FY2022.

 (v)
 Bad debts written off.

 (vi)
 Collection from customer reflected
 in Seacoast collection account in January 2023, reported earlier as collected adjusted to
 accounts receivable.

 (vii)
 Adjustment related to accrued professional
 fees.

 (viii)
 The adjustment is related to reclass
 of expense to Research & Development for the intellectual property that was not proven
 out.

 (ix)
 Reversal of provision for income
 tax.

 (x)
 The Company issued a Secured Promissory Note on December 10, 2021, to Go To Assistance, Inc. The Company repaid the note by settling $ 500,000 and transfer of debt of value $ 1,708,841 to Seacoast Business Finance.

 F- 16

 Accounting Policies

 Use of Estimates

 The preparation of financial statements is
in conformity with GAAP which requires us to make estimates, judgments and assumptions that affect the financial statements and the notes
thereto. These estimates are based on information available as of the date of the financial statements. On a regular basis, management
evaluates these estimates and assumptions. Items subject to such estimates and assumptions include, but are not limited to:

 the standalone selling price
 for each distinct performance obligation

 the determination of the
 period of benefit for amortization of deferred costs

 the fair value of assets
 acquired, and liabilities assumed for business combinations.

 Share based compensation
 including warrants

 Going concern

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company's operating losses raise substantial doubt
about its ability to continue as a going concern and the financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Emerging Growth Company Status

 We are an "emerging growth company,"
as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (i) December
21, 2026 (the last day of the fiscal year following the fifth anniversary of our IPO), (ii) the last day of the first fiscal year in which
we have total annual gross revenue of at least $ 1.07 billion, (iii) the last day of the first fiscal year in which we are deemed to be
a "large accelerated filer", as defined in the rules under the Exchange Act, and (iv) the date on which we have issued more
than $ 1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012
herein as the "JOBS Act," and any reference herein to "emerging growth company" has the meaning ascribed to it
in the JOBS Act.

 F- 17

 We have elected to take advantage of certain of
the reduced disclosure obligations in this Annual Report on Form 10-K and may elect to take advantage of other reduced reporting requirements
in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information
you might receive from other public reporting companies in which you hold equity interests. In particular, Section 107 of the JOBS Act
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended (the Securities Act) for complying with new or revised accounting standards. Thus, an emerging growth company
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to avail ourselves of this extended transition period and, as a result, so long as we remain an emerging growth company, we will not be
subject to the same implementation timing of new or revised accounting standards as other public companies that are not emerging growth
companies until these standards apply to private companies unless we elect to early adopt as permitted by the relevant guidance for private
companies.

 Segment Information

 The management has chosen to organize the Company
around differences in products and services and segregated the reporting segments as Software Services, Managed Services and Support,
and Platform Services.

 Operating segments are defined as components of
an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how
to allocate resources and assessing performance. The Company defines the term 'chief operating decision maker' to be the Chief
Executive Officer. The Chief Executive Officer along with the management team reviews the financial information presented on a consolidated
basis for purposes of allocating resources and evaluating our financial performance. Accordingly, the Company has determined that it operates
in three distinct reportable operating segments, and all required financial segments information can be found in the consolidated financial
statements.

 Expenses included in segment operating profit
consist principally of direct selling, delivery costs and research and development expenses. Certain Sales and Marketing expenses, General
and Administrative expenses, depreciation, and amortization are not allocated to individual segments in internal management reports used
by the chief operating decision maker. Accordingly, such expenses are excluded from segment operating profit and are included below as
"unallocated costs" and adjusted against our total income from operations. Additionally, management has determined that it
is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments.

 (In
 thousands)

 2023

 2022

 %

 $
 21,132

 $
 25,883

 $
 ( 4,751
)

 ( 18
)%

 10,452

 15,178

 ( 4,726
)

 ( 31
)%

 1,619

 4,825

 ( 3,206
)

 ( 66
)%

 $

 $

 $
 ( 12,683
)

 ( 28
)%

 Operating profit by Operating Segment

 2023

 2022

 %

 $
 ( 2,930
)

 $
 ( 1,174
)

 $
 ( 1,756
)

 ( 150
)%

 2,657

 4,593

 ( 1,936
)

 ( 42
)%

 ( 226
)

 ( 6,907
)

 6,681

 %

 Total segment operating profit (loss)

 ( 499
)

 ( 3,488
)

 2,989

 ( 86
)%

 Less: unallocated costs

 7,196

 12,835

 ( 5,639
)

 ( 44
)%

 Income from operations

 ( 7,695
)

 ( 16,323
)

 8,628

 ( 53
)%

 Other Income

 1,081

 ( 1,069
)

 ( 99
)%

 -

 1,602

 ( 1,062
)

 ( 100
)%

 ( 968
)

 ( 212
)

 ( 756
)

 %

 Net (loss) before income tax

 $
 ( 8,651
)

 $
 ( 13,852
)

 $
 5,201

 ( 38
)%

 F- 18

 Revenue from top 5 customers

 Twelve Months Ended December 31,

 2023

 % of

 Customer 1

 $
 17,322

 %

 Customer 2

 3,114

 %

 Customer 3

 2,286

 %

 Customer 4

 2,011

 %

 Customer 5

 $
 1,751

 %

 2022

 % of

 Customer 1

 $
 17,736

 %

 Customer 2

 5,598

 %

 Customer 3

 4,676

 %

 Customer 4

 3,698

 %

 Customer 5

 $
 1,585

 %

 Revenue Recognition

 We recognize revenues as we transfer control of
deliverables (services, solutions, and platform) to our clients in an amount reflecting the consideration to which we expect to be entitled.
To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance
obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in
the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and
commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance
and collectability of consideration is probable. We apply judgment in determining the customer's ability and intention to pay based
on a variety of factors including the customer's historical payment experience.

 For performance obligations where control is transferred
over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of
the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided.

 The Company enters into contractual obligations
with the customers to perform (i) Strategic advisory services which include assessment of the enterprise network, applications environment
and advise on the design and tools; (ii) Implementation services which include deployment, upgrades, enhancements, migration, training,
documentation and maintenance of various electronic health record systems and (iii) Development services which include customization of
network and applications in the public cloud environment.

 Revenue from Strategic advisory, Implementation
and Development services are distinct performance obligation and is recognized on time-and-material or fixed-price project basis. Revenues
related to time-and-material are recognized over the period the services are provided using labor hours. 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. 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. 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.

 We may enter into contracts that consist of multiple
performance obligations. Such contracts may include any combination of our deliverables. To the extent a contract includes multiple promised
deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context
of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For
contracts with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative
standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer.
When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone
selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change.

 F- 19

 The Company has standard contracts for its Managed
Services and Support, however the statement of work contained in such contracts is unique for each customer. A typical Managed Services
and Support contract would provide for some or all of the following types of services being provided to the customer: Cloud hosting, Continuous
monitoring of applications, security and compliance and support.

 Revenue from Managed services and support is a
distinct performance obligation and recognized based on SSP (standalone selling price), ratably on a straight-line basis over the period
in which the services are rendered. Contract with customers includes subcontractor services or third-party cloud infrastructure services
in certain integrated services arrangements. In these types of arrangements, revenue is recognized net of costs when the Company is acting
as an agent between the customer and the vendor, and gross when the Company is the principal for the transaction. In doing so, the Company
first evaluates whether it controls the platform or service before it is transferred to the customer. The Company considers whether it
has the primary obligation to fulfil the contract, pricing discretion and other factors to determine whether it controls the platform
or service and therefore is acting as a principal or an agent. Payment for managed services and support is due monthly.

 The Company has standard contracts for its Platform
Services, however the statement of work contained in such contracts is unique for each customer. 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. During the periods presented the Company generated revenue from Platform services
on a fixed-price solutions delivery model. 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. 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.
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.

 Our contractual terms and conditions for Software
services, Managed Services and Support and Platform services mandate that our services are documented and subject to inspection, testing
at the time of delivery to customer. In addition, the Company needs to integrate seamlessly into the customers' systems. Also, the
customer has a right to cancel all, or part of the services rendered if it is not in accordance with statement of work and within the
stipulated time

 Contract Balances

 The timing of revenue recognition, billings,
and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deferred
revenue (contract liabilities) on the Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon
contractual terms, generally monthly upon achievement of contractual milestones. Generally, billing occurs after revenue recognition,
resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international
contracts, before revenue is recognized, resulting in contract liabilities. These deposits are liquidated when revenue is recognized

 F- 20

 The beginning and ending contract balances were as follows:

 December 31, 2022

 Accounts Receivable

 $
 3,595

 $
 5,865

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
(including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains
cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

 Accounts Receivable

 The Company extends credit to clients based upon
management's assessment of their creditworthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts
based on historical experience and management evaluation of trend analysis. The Company includes any balances that are determined to be
uncollectible in its allowance for doubtful accounts. For the year ended December 31, 2022 and 2023 the Company did not provide allowances
for uncollectible accounts. Based on the information available, management believes the Company's accounts receivable are collectible.

 Property and Equipment

 Property and equipment are stated at cost. The
Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related
assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms
or the useful lives of the improvements. The Company charges repairs and maintenance costs that do not extend the lives of the assets
to expenses as incurred.

 Intangible Assets

 We capitalize certain costs incurred for the platform
development when it is determined that it is probable that the platform will be completed and will be used as intended. Costs related
to preliminary project activities, post-implementation activities, training, and maintenance are expensed as incurred. Customer relationship
and platform development are amortized based on finite lives using either the straight-line method or based on estimated future cash flows
to approximate the pattern in which the economic benefit of the asset will be utilized. Management evaluates the useful lives of these
assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability
of these assets.

 As of January 30, 2024, management has identified
a significant change in circumstances arising from the loss of a major customer within our wholly owned subsidiary, Devcool Inc. Historically,
this customer has accounted for approximately 45 % to 50 % of the Company's business. However, recent developments have led to a
substantial reduction in transactions with the company. Based on the impairment assessment, management determined that an impairment
loss of $ 1,710 was necessary to reflect the reduced value of the customer relationship as at December 31, 2023, and $ 640 as at December
31, 2022, respectively and also an impairment loss of $ 2,437 was necessary to reflect value of the intellectual property which reflects
the impact of the loss of the major customer on the Company's financial position and results of operations. This impairment loss,
which is a non-recurring expense, has been recognized in the financial statements for the reporting period ending on that date

 Goodwill

 Goodwill is the excess of the cost of an acquired entity over the net
amounts assigned to tangible and intangible assets acquired and liabilities assumed.

 The Company performs its annual goodwill impairment
test as of January 30, 2024. Management has identified a significant change in circumstances arising from the loss of a major customer
within our wholly owned subsidiary, Devcool Inc. Historically, this customer has accounted for approximately 45 % to 50 % of the Company's
business. However, recent developments have led to a substantial reduction in transactions with the company.

 Based on the impairment assessment, it was
determined that the carrying amount of goodwill exceeded its implied fair value, primarily due to the adverse impact of the loss of the
major customer on the Company's future cash flows and overall financial performance. Accordingly, a non-recurring impairment loss
of $ 1.29 million has been recognized in the financial statements for the reporting period ending on that date.

 The Company's annual goodwill impairment
test resulted in impairment of $ 1.29 million for the year ended December 31, 2022 and $ 0 for December 31, 2023.

 F- 21

 Allowance for Doubtful Accounts

 Trade accounts receivable are stated at the amount
the Company expects to collect and do not bear interest. The collectability of trade receivable balances is regularly evaluated based
on a combination of factors such as customer creditworthiness, past transaction history with the customer, current economic industry trends
and changes in customer payment pattern. Additionally, if it is determined that a customer will be unable to fully meet its financial
obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowance for doubtful
accounts may be recorded to reduce the related receivable to the amount expected to be recovered.

 Although we believe that our approach to estimates
and judgments regarding our allowance for doubtful accounts is reasonable, actual results could differ and we may be exposed to increases
or decreases in required allowances that could be material.

 Business Combinations

 As per ASC 805-50 a common-control transaction
does not meet the definition of a business combination because there is no change in control over the net assets. The accounting for these
transactions are addressed in the "Transactions Between Entities Under Common Control". The net assets are derecognized by
the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control.
Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the
transferring and receiving entities' separate financial statements and eliminated in consolidation. The change in accounting principle
is applied retroactively for all periods presented.

 We account for business combinations using the
acquisition method, which requires the identification of the acquirer, the determination of the acquisition date and the allocation of
the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including
any contingent consideration and any non-controlling interest in the acquiree at their acquisition date fair values. Goodwill represents
the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible
assets. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed
in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our consolidated financial
statements from the date of effective control.

 Valuation of Contingent Earn-out Consideration.

 Acquisitions may include contingent consideration
payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is
required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial
projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable,
however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent
consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will
be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration
obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates
and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated
fair value of contingent consideration may have a material impact on our operating results.

 Earnings (Loss) Per Share.

 Earnings per share ("EPS") is the
amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per
share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10
through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average
number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by
deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period
on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement)
and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued
during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,
stock options or warrants.

 F- 22

 Fair Value Measurements

 The Company measures its financial assets at fair
value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable
inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy are as follows:

 Level 1—Inputs are observable and reflect
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 Level 2—Inputs other than quoted prices included within Level
1 that are observable, either directly or indirectly.

 Level 3—Inputs that are unobservable

 Money market funds and U.S. treasury securities
are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market
observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven
valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative
pricing sources with reasonable levels of price transparency. Available-for-sale debt securities are held by custodians who obtain investment
prices from a third-party pricing provider that incorporates standard inputs in various asset price models. In connection with the acquisition
of Devcool, Inc., the Company recognized a liability on the acquisition date for the estimated fair value of the contingent consideration
based on the probability of achieving certain milestones pursuant to the acquisition agreement. The fair value measurement of the contingent
consideration is based on significant unobservable inputs and management judgment; therefore, it is categorized under Level 3 at the balance
sheet date in the table below.

 Fair Value Measured Using

 Level 1

 Level 2

 Level 3

 Total

 Financial liabilities:

 Acquisition-related contingent consideration

 —

 —

 $

 $

 December 31, 2022

 Fair Value Measured Using

 Level 1

 Level 2

 Level 3

 Total

 Financial liabilities:

 Acquisition-related contingent consideration

 —

 —

 $

 $

 Stock-Based Compensation

 The Company accounts for stock-based awards
to employees and consultants in accordance with applicable accounting principles, which require compensation expense related to share-based
transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of
the fair value of the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to
non-employees do not need to be remeasured as per ASU 2018-07 principles.

 The Company adopted the "2020 Stock Incentive Plan" (Plan).
The Company has reserved 600,000 shares of the Company's Common stock.

 F- 23

 The provision for income taxes was determined
using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences
expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents
income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences
between the financial and tax basis of the Company's assets and liabilities and are adjusted for changes in tax rates and tax laws
when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income
in the period that includes the enactment date.

 Advertising Costs

 The Company expenses advertising cost as incurred.
Advertising expense for the year ended December 31, 2023 and 2022 were $ 526 and $ 1,162 respectively.

 Concentrations

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and trade receivables. Credit risks associated with trade receivables
is minimal due to the Company's customer base which consist of large customer base and ongoing procedures, which monitor the credit
worthiness of its customers. For the year ended December 31, 2023 and 2022 sales to five major customers accounted for approximately
 80 % and 73 % of total revenue respectively. For the year ended December 31, 2023 and year ended December 31, 2022 accounts receivable
from five major customers accounted for approximately 77 % and 71 % of the total accounts receivables.

 The Company maintains cash balances in various
financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation up to $ 250,000 (valid through
December 31, 2023) per institution.

 As of December 31, 2023, and 2022, The Company
had $ 667 and $ 652, respectively, of uninsured cash balances. the Company has not experienced any losses in such accounts and believes
it is not exposed to any significant credit risk on cash.

 4) Property and Equipment

 Property and equipment consisted of the following at,

 December 31, 2022

 Furniture and Equipment

 $

 $

 Less: Accumulated depreciation

 ( 88
)

 ( 39
)

 Net Fixed Assets

 $

 $

 Depreciation expenses for the year ended December 31, 2023, and
December 31, 2022, were $ 48 and $ 34, respectively.

 F- 24

 5) Intangible Assets

 The Company's intangible assets consist
primarily of intellectual property and customer relationship it acquired through various acquisitions. We capitalize certain costs incurred
for the platform development when it is determined that it is probable that the platform will be completed and will be used as intended.
We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows
to approximate the pattern in which the economic benefit of the asset will be utilized.

 Intangible assets consist of the following:

 December 31, 2022

 average

 Remaining

 Gross

 Net

 Gross

 Net

 Useful life

 Carrying

 Accumulated

 Carrying

 Carrying

 Accumulated

 Carrying

 (Years)

 Amortization

 Amortization

 Customer relationships

 $
 8,667

 $
 8,667

 $
 —

 $
 8,667

 $
 5,753

 $
 2,914

 Intellectual property

 5,144

 4,431

 5,144

 4,212

 Product development

 Total Intangible Assets

 $
 14,288

 $
 13,431

 $

 $
 14,288

 $
 10,203

 $
 4,085

 The Company capitalized $ 1,094 of hosting
cost relating to development of software.

 Amortization expense for the year ended December
31, 2023, and 2022 were $ 1,518 and $ 2,735 respectively. This relates amortization of internally developed software, intellectual property,
and customer relationships.

 Based on the impairment assessment, management
determined that an impairment loss of $ 1,710 and $ 3,077 as of December 31, 2023 and December 31, 2022 respectively was necessary to reflect
the reduced value of the customer relationship as at December 31, 2023, which reflects the impact of the loss of the major customer on
the Company's financial position and results of operations. This impairment loss, which is a non-recurring expense, has been recognized
in the financial statements for the reporting period ending on that date.

 Nature of Intangibles

 Useful Life

 Customer relationships

 5 years

 Intellectual property

 5 years

 Product development

 5 years

 Estimated annual amortization expense (including
amortization expense associated with capitalized software costs) is as follows:

 2024

 Total

 $

 F- 25

 6) Leases

 The Company determines if an arrangement contains
a lease at inception. Right of use ("ROU") assets represent the right to use an underlying asset for the lease term and lease
liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease
commencement date based on the estimated present value of lease payments over the lease term.

 The Company is currently operating from two office
locations leased by its Parent. The Company does not have any signed lease agreement in its name. The Company's principal facility
is located in Pleasanton, CA and has another facility in Plainsboro, NJ. Rent expenses were $ 0 and $ 180 for the twelve months ended December
31, 2023 and December 31, 2022, respectively.

 The Company utilized a portfolio approach in determining
the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category
of the underlying asset and the Company's estimated incremental borrowing rate, which is derived from information available at the
lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as
well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

 Leases with a term of 12 months or less are not
recorded on the balance sheet, per the election of the practical expedient noted above. The Company recognizes lease expense for these
leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation
for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate
at the commencement date, otherwise variable lease payments are recognized in the period incurred.

 The components of lease expenses were as follows.

 Particulars

 2023

 2022

 Opening Balance

 $
 —

 $

 Additions

 Finance cost accrued during the year

 —

 Payment of lease liability

 —

 Closing Balance

 $
 —

 $
 —

 Supplemental
balance sheet information related to leases was as follows:

 Year
 Ended

 2023

 Leases

 ROU assets

 $
 —

 lease liabilities, included in current liabilities

 —

 lease liabilities, included in long-term liabilities

 —

 Total lease liabilities

 $
 —

 Supplemental cash flow and other information related to leases was as follows:

 F- 26

 Year Ended
 2022

 Cash paid for amounts included in the measurement of lease liabilities:

 Cash flows from leases

 $

 ROU assets obtained in exchange for lease liabilities:

 Leases

 Weighted average remaining lease term (in months):

 Weighted average discount rate:

 4.75
 %

 Total
future minimum payments required under the lease obligations as of December 31, 2022 are as follows:

 2023

 $
 —

 Total Lease payments

 —

 Less: Amount Representing Interest

 —

 Total lease obligation

 $
 —

 7) Due from Related Party

 SecureKloud Technologies Inc, (Parent) is a Nevada
based corporation, focusing on digital transformation for Avionics, Technology and Manufacturing Industry. As a pioneer in enabling cloud
transformation for global enterprises, SecureKloud Technologies Inc is building on foundation of cloud capabilities by creating innovative
platforms that are time-tested and designed to drive success in its digital transformation journey. HTI uses the capabilities and resources
of the parent for the execution of the projects for its customers.

 SecureKloud Technologies Inc owns 59.18 % of Healthcare Triangle Inc
as of December 31, 2023.

 The Company entered into a Master Service Agreement,
Shared Services Agreement and Rental Sublease Agreement with its parent. As per the Master Services Agreement, parent provides technical
resources according to the statement of work from the Company. The initial term of the agreement is twenty-four months, which is extendable
based on mutual consent. The parent charges for the services at cost. The Company received services amounting to $ 5,445 and $ 14,063 for
the year ended December 31, 2023, and 2022 respectively. The Company has paid for these services during the year.

 As per the terms of the Shared Services and Rental
Sublease Agreement, the cost incurred by the parent on behalf of the Company are settled at cost. The Shared Services Agreement includes
Development infrastructure, Sales support, Recruitment and Immigration support, Project coordination, HR and Operation support, Management
/Advisory services. The Company received services amounting to $ 377 and $ 197 for the year ended December 31, 2023, and 2022 respectively.
The Company has paid for these services during the year.

 The Company does not have any signed lease
agreement on its name and currently operates from two office locations leased by the Parent. The Company has entered into a sublease
agreement with the Parent and paid rent of $ 235 and $ 180 for the year ended December 31, 2023, and 2022 respectively.

 The Company has made $ 38 of sale from related
parties for the year ended December 31, 2023, and $ 409 for the year ended December 31, 2022.

 The Company acquired intangibles of $0 from
related parties for the year ended December 31, 2023, and $ 1,094 for the year ended December 31, 2022.

 The Company had entered into a Master Services
Agreement with its Ultimate Parent during the current year. As per the Master Services Agreement, the Ultimate Parent provides administrative
and technical services. The initial period of the agreement is for a period of three years which is extendable based on mutual consent.
The Company received services amounting to $ 650 and $ 0 for the year ended December 31, 2023, and 2022 respectively. The Company has paid
for these services during the year and there is no outstanding balance as at the year end.

 The balance receivable from related parties as
of December 31, 2023, was $ 304 and for the year ended December 31, 2022 was $ 1,075.

 F- 27

 8) Contingent consideration

 The Company recognized
an initial value of $ 2,227 in financial year 2021 as contingent consideration towards acquisition of Devcool Inc.

 As on December 31, 2022,
based on the actual revenue and profitability achievement, the fair value of the contingent consideration liability was remeasured at
$ 625, resulting in a gain of $ 1,602, which was recognized as "Gain on revaluation" in the consolidated income statement.
The gain on revaluation was $0 in the financial year 2023.

 The Company has a payout of $ 625 for financial
year 2022 and $ 0 for financial year 2023 arising from the Devcool Inc, acquisition. During the year ended December 31, 2023, the company
issued 31,250 common stocks valued at $ 125 towards settlement of the contingent consideration and the balance $ 500 is outstanding as
of December 31, 2023.

 9) Equity Transactions

 The company has made a private placement of 393,000
shares of its common stock, a Pre-Funded Warrant to purchase 216,756 shares of the Company's common Stock and Preferred Investment Options
to purchase up to an aggregate of 609,756 shares of common stock pursuant to the terms and conditions of the Securities Purchase Agreement,
dated as of July 10, 2022. The Purchaser paid $ 10.66 for each Share and $ 10.65 for each Warrant Share.

 The Purchaser also received the Preferred
Investment Options. The aggregate gross proceeds to the Company from Private Placement were approximately $ 6,500, before deducting placement
agent fees and other offering expenses. The net proceeds from the private placement amount to $ 5,888.

 The Company issued 30,000 common stocks amounting
to $ 108 and 22,500 common stocks amounting to $ 124 as Consulting fees for services for the year ended December 31, 2023, and December
31, 2022, respectively The fair value of the shares issued for services was calculated using the closing share price on date of
grant.

 During the year ended December 31, 2023, the
Company issued 76,923 shares of common stock at a price of $ 6.50 per share for total cash proceeds of approximately $ 500. The shares
were issued through a private placement and were fully paid upon issuance. The proceeds were used for working capital and other general
corporate purposes.

 During the year ended December 31, 2022, employees exercised stock
options resulting in the issuance of 12,614 common stocks for a value of $ 29.

 During the year ended December 31, 2023, the
company issued 31,250 common stocks towards the equity earnout by dividing $ 125,000, the value of the consideration earned by the average
of the VWAP for the 20 trading days immediately prior to December 31, 2022.

 On May 26, 2023, the Company effected a one-for-ten
 (1:10) reverse stock split of its outstanding common stock to be in compliance with the $ 1.00 minimum bid price requirement for continued
listing. As a result of the reverse stock split, all previous and forward-looking shares have been adjusted to the split. The Company's
issued and outstanding common stock were combined into one new share of common stock resulting in a reduction of 304 rounding shares.

 Month

 purchased

 Average cost

 per share

 July, 2022

 5,417

 $
 8.0

 $

 August, 2022

 2,892

 5.2

 September, 2022

 6,337

 5.0

 October, 2022

 5,899

 3.4

 November, 2022

 17,137

 1.8

 December, 2022

 —

 —

 —

 Total

 37,682

 $
 3.90

 $

 There have not been any repurchase of shares during the year 2023.

 F- 28

 10) Debt
Securities

 A. Convertible Note

 On December 28, 2023, the Company entered into
the Securities Purchase Agreement with the selling stockholder, pursuant to which the Company agreed to issue to the selling stockholder,
in a private placement (the "Private Placement"), Senior Secured 15 % Original Issue Discount Convertible Promissory Notes (the
"Notes") in the aggregate principal amount of up to $ 5,200,000 which will result in gross proceeds to the Company in the amount
of up to $ 4,420,000 due to the original issue discount, and warrants (the "Warrants") to purchase a number of shares of the
Company's common stock (the "Warrant Shares") equal to 50 % of the face value of the Notes divided by the volume weighted
average price, in three tranches.

 Under the first tranche of funding, which
closed upon signing of the Purchase Agreement on December 28, 2023, the Company issued a Note to the Investor in the principal amount
of $ 2,000,000 which resulted in gross proceeds to the Company of $ 1,700,000 and Warrants to purchase up to an aggregate of 357,500 Warrant
Shares. The Note and Warrants issued in the first tranche of funding have an initial fixed conversion and exercise price of $ 3.44688
per share, subject to adjustment. The Warrants carry a 5 -year term and, if not exercised, will terminate on December 28, 2028. The
Company received the first tranche of $ 1,700,000 on December 29, 2023.

 Each Note matures 18 months after issuance,
does not bear any interest unless an event of default occurs, in which case the Note will bear interest at an annual rate of 18 %, and
is convertible into shares of the Company's common stock (the " Conversion Shares ") at an initial conversion
price equal to $3.44688, provided that if an event of default has occurred and is continuing without cure, the conversion price will
be the lesser of (i) $3.44688, (ii) 95% of the average of the three lowest daily volume weighted average prices of the common stock during
the 20 trading days immediately preceding the notice of conversion of the Note, and (iii) 80% of the lowest daily volume weighted average
price in the 10 trading days immediately preceding the applicable conversion date, subject to adjustment as further specified in the
Note.

 Each Note is fully repayable in cash upon
maturity. In addition, the Investor has the option of requiring prepayment of up to 25 % of the issuance amount of a subsequent financing. In
addition, as to each Note, beginning on the earlier of (i) 60 days from issuance and (ii) the date on which the resale registration statement
registering the Conversion Shares issuable under the Note and the Warrant Shares issuable under the corresponding Warrants has been declared
effective by the Securities and Exchange Commission, the Company must make monthly payments equal to 105 % of the total principal amount
multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date as of the initial payment
date (the " Monthly Payments "), until the principal amount has been paid in full prior to or on the maturity date or,
if earlier, upon acceleration, conversion or redemption of the Note in accordance with its terms.

 The Monthly Payments are payable in cash; provided
that subject to certain limitations the Company may elect to pay all or part of a Monthly Payment in Conversion Shares in lieu of a cash
payment based on a price per share equal to the lower of (i) conversion price then in effect, and (ii) 95 % of the average of the three
lowest daily volume weighted average prices of the common stock during the 20 trading days immediately preceding the applicable payment
date, subject to adjustment and to the floor price set forth in the applicable Note. If for any Monthly Payment the number of Conversion
Shares issued as payment is limited by the floor price, the Company is required to pay the economic difference in cash.

 On December 28, 2023, the Company issued Senior
Secured 15 % Original Issue Discount Convertible Promissory Note for an initial amount of $ 2,000,000 of convertible notes with an annual
interest rate of 18 % and a maturity term of 18 months. In connection with this issuance, the Company also issued 357,500 warrants, each
allowing the holder to purchase shares of the Company's common stock at an exercise price of $ 3.44688, exercisable until December
28, 2028.

 F- 29

 The Company recorded $ 435,000 as debt discount
using the relative fair value method for the period ending December 31, 2023.

 The long-term portion of this convertible debt was $ 97 as of December
31,2023 and $ 0 as of December 31, 2022.

 Convertible Note

 2023

 2022

 Short-term borrowing

 $
 1,112

 -

 Long-term borrowing

 -

 Convertible note outstanding

 $
 1,209

 -

 Aggregate
maturities of convertible notes payable are as follows:

 For the twelve months ended, December 31,

 2024

 $

 2025

 $

 Total

 $

 Convertible Note

 2023

 2022

 Convertible Notes Payable

 $
 2,000

 -

 Original issue discount

 -

 Less: Discount

 -

 Less: Relative fair value of warrants

 -

 Notes payable, Net of discount

 1,209

 -

 Notes Payable, Current Portion, Net of Discount

 1,112

 -

 Notes Payable, Long-Term Portion, Net of Discount

 $

 -

 B. Common Stock Warrants

 On December 28, 2023, the Company issued Senior
Secured 15 % Original Issue Discount Convertible Promissory Note for an initial amount of $ 2,000,000 of convertible notes with an annual
interest rate of 18 % and a maturity term of 18 months. In connection with this issuance, the Company also issued 357,500 warrants, each
allowing the holder to purchase shares of the Company's common stock at an exercise price of $ 3.44688, exercisable until December
28, 2028.

 The Company recorded $ 435,000 as debt discount
and an allocation of $ 355,943 towards warrant was recorded as additional paid-in capital using the relative fair value method for the
period ending December 31, 2023.

 As of December 31, 2023, there is a debt discount
balance relating to convertible debt in the amount of $ 790,943. This balance will be amortized over the life of the note.

 F- 30

 Under the first tranche of funding, which closed
upon signing of the Securities Purchase Agreement on December 28, 2023, the Company issued a Note to the Investor in the principal amount
of $ 2.0 million which resulted in gross proceeds to the Company of $ 1.7 million (the "First Tranche Note") and Warrants to
purchase up to an aggregate of 357,500 Warrant Shares (the "First Tranche Warrants"). The First Tranche Note and the First
Tranche Warrants have an initial fixed conversion and exercise price of $ 3.44688 per share, respectively, subject to adjustment. The First
Tranche Warrants carry a 5-year term and, if not exercised, will terminate on December 28, 2028.

 Average

 Average

 Remaining

 Aggregate

 Exercise

 Contractual

 Intrinsic

 price

 Term

 value

 Outstanding on January 1, 2023

 683,935

 $
 12.71

 4.50

 3,812

 357,500

 3.45

 4.99

 Excised

 —

 —

 —

 —

 Forfeited or expired

 74,179

 —

 —

 Outstanding on December 31, 2023

 967,256

 7.99

 4.05

 3,785

 Exercisable on December 31, 2023

 182,927

 $
 10.66

 3.50

 Average

 Average

 Remaining

 Aggregate

 Exercise

 Contractual

 Intrinsic

 price

 Term

 Value

 Outstanding on January 1, 2022

 74,179

 $
 29.52

 609,756

 10.66

 4.50

 3,181

 Excised

 —

 —

 —

 —

 Forfeited or expired

 —

 —

 —

 —

 Outstanding on December 31, 2022

 683,935

 12.71

 4.50

 3,812

 Exercisable on December 31, 2022

 135,155

 $
 5.58

 4.50

 The following table summarizes the activities for our unvested warrants for the year ended December 31, 2023.

 Weighted average Grant Date Fair

 Value Per
 warrant

 Unvested on January 1, 2023

 622,960

 $
 5.61

 357,500

 1.69

 Vested

 ( 121,952
)

 5.21

 Forfeited

 ( 74,179
)

 8.51

 Unvested on December 31, 2023

 784,329

 $
 3.61

 Weighted average Grant Date Fair

 Value Per
 warrant

 Unvested on January 1, 2022

 74,179

 $
 8.51

 548,781

 1.69

 Vested

 -

 5.57

 Forfeited

 -

 -

 Unvested on December 31, 2022

 622,960

 $
 5.61

 The Company has recognized cost of $ 0 for the year ended December
31, 2023, and $ 0 for the year ended December 31, 2022.

 F- 31

 D. Payroll protection program loan

 The company received payroll protection
program loan (PPP) 2 nd tranche on February 9, 2021. The Company has obtained approval for waivers from the lender and recognized
an amount of $ 1,081 for the year ended December 31, 2022, and $ 0 as other income for the year ended December 31, 2023.

 E. Short term borrowing

 Particulars

 2023

 2022

 Short Term Borrowing

 Seacoast Business Funding

 $
 2,676

 $
 2,685

 Agile One Lending

 -

 -

 Go To Assistance Inc

 -

 -

 L1 Capital

 1,112

 -

 Total

 $
 3,788

 $
 2,685

 E(i) Seacoast Business Funding

 The Company has obtained a credit facility
from Seacoast business funding (SBF) a division of Seacoast National Bank during the year ended December 31, 2022. The funding is against
the accounts receivables of the company and its subsidiary. The SBF facility charges an interest of prime rate plus 1 % on a floating
basis. The balance as of December 31,2023, is $ 2,676 and $ 2,685 for the period ended December 31, 2022.

 E(ii) L1 Capital

 The Company obtained $ 2 million funding in the form of Senior Secured
 15 % Original Issue Discount Convertible Promissory Notes in December 2023. An amount of $ 1.1 million is repayable within a period of
 12 months.

 E(iii) Agile One Lending

 The Company obtained a short-term non-convertible
loan on May 05, 2023 from Agile one lending for $ 1.5 million net of $ 75 of Original Issue Discount. The Company repaid $ 1.50 million
in principal and $ 525 as interest that was allocated across 28 weekly payments. The outstanding balance as of December 31, 2023 is $ 0

 E(iv) Go To Assistance Inc

 The Company issued a Secured Promissory Note
on December 10, 2021, to Go To Assistance, Inc evidencing its commitment to pay a sum of $ 2,208,841 as consideration for the acquisition
of Devcool, Inc. The Company repaid the note by settling $ 500,000 and transfer of debt of value $ 1,708,841 to Seacoast Business Finance.
The note balance as of the year ended December 31, 2022 was $ 0.

 11) Provision for income taxes

 The Company accounts for income taxes in accordance
with FASB ASC Topic 740, Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management evaluates
all available evidence about future taxable income and other possible sources of realization of deferred tax assets. A valuation allowance
is established to reduce deferred tax assets to an amount that represents management's best estimate of the amount of such deferred
tax assets that more likely than not will be realized. To the extent the Company establishes a valuation allowance or increased the allowance
in any given period, an expense is recognized within the provision for income taxes in the statement of income.

 The Company recognizes the tax benefit from uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on
the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as other expense
in the statement of income. Based on management's evaluations, there are no uncertain tax positions requiring recognition as of
the date of these financial statements.

 F- 32

 The components of the Company's net deferred tax assets as of
December 31, 2023 and 2022, were as follows (in thousands):

 2023

 2022

 Deferred tax assets:

 Net Operating loss carry forward

 $
 2,421

 $
 3,876

 Add back:

 Stock-based compensation

 ( 46
)

 ( 72
)

 ( 438
)

 ( 823
)

 ( 479
)

 ( 1,222
)

 Bad debt

 -

 ( 62
)

 PPP loan forgiveness

 -

 -

 -

 Fair Value of Warrant

 Total Deferred tax asset

 1,461

 2,448

 Less: Valuation allowance

 $
 ( 1,461
)

 $
 ( 2,448
)

 Deferred tax asset. net of valuation allowance

 —

 —

 Deferred tax liabilities

 —

 —

 Net Deferred tax asset

 —

 —

 Income tax expense (benefit) was computed as follows:

 2023

 2022

 Federal income tax

 $
 —

 $

 State income tax

 Total Income expenses/ (benefit)

 $

 $

 The Company's effective tax rate is 0 % for
the year ended December 31, 2023 and 0 % and for the year ended December 31, 2022. The future effective income tax rate depends on various
factors, such as the Company's income / (loss) before taxes, tax legislation and the geographic composition of pre-tax income.

 The Company files a consolidated federal tax return with its parent
and records its share of the consolidated federal tax expense on a separate return basis.

 The Company's current tax expense is $ 0. There is no liability
in 2023 on account of losses.

 The Company's federal and state income tax
returns are generally subject to possible examination by the taxing authorities until the expiration of the related statute of limitations
on those tax returns which is generally three years from the original filing deadline. The Company regularly reviews its deferred tax
assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of
existing taxable temporary differences and tax planning strategies. The Company's judgment regarding future profitability may change
due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning
strategies. Should there be a change in the ability to recover deferred tax assets, the Company's income tax provision would increase
or decrease in the period in which the assessment is changed.

 12 A) New Accounting Pronouncements implemented

 Adoption of ASU 2020-06

 Effective December 31, 2023, the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. Under the previous guidance, we accounted for the liability and equity components of our convertible notes separately, which resulted in a debt discount amortized as interest expense over the period of the Debt. The Company adopted ASU 2020-06 in financial year 2023 using the relative fair value method. The Company recorded $ 435,000 as debt discount and an allocation of $ 355,943 towards warrant was recorded as additional paid-in capital using the relative fair value method for the period ending December 31, 2023. The Convertible note does not possess a beneficial conversion feature and therefore the convertible debt balance has been classified as a single liability and resulted in a lower cash interest expense; this accounting treatment had no impact on the Company's cash flows.

 F- 33

 ASU 2021-08—Business
 Combinations (Topic 805):

 Accounting for Contract
 Assets and Contract Liabilities from Contracts with Customers. For public business entities,
 the amendments in this Update are effective for fiscal years beginning after December 15,
 2022, including interim periods within those fiscal years. For all other entities, the amendments
 are effective for fiscal years beginning after December 15, 2023, including interim periods
 within those fiscal years. Early adoption of the amendments is permitted, including adoption
 in an interim period.

 ASU 2016-08-Leases (Topic
 842):

 The Company has entered into a short-term rental sub-lease agreement with effect from January 01, 2023. The lease term is for a period of 12 months; the lease payments are recognized as lease expense on a straight-line basis over the lease term. For the year ended December 31, 2023, the total lease expense recognized for the short-term lease was $ 89. Since the lease qualifies for the short-term lease exemption, there are no future minimum lease payment obligations disclosed beyond the current period.

 ASU 2021-10—Government
 Assistance

 The Company did not
 receive any government assistance within the scope of this standard during the reporting
 period ending December 31, 2023. Therefore, the adoption of ASU 2021-10 did not have an impact
 on the Company's financial statements or related disclosures.

 13) Legal Matters

 The Company is not involved in any action, arbitration
and / or other legal proceedings that it expects to have a material adverse effect on the business, financial condition, results of operations
or liquidity of the Company. All legal cost is expensed as incurred.

 14) Share Based Compensation

 We estimate the fair value of our stock options
using the Black-Scholes option pricing model. This requires the input of subjective assumptions, including the fair value of our underlying
common stock, the expected term of stock options, the expected volatility of the price of our common stock, risk-free interest rates,
and the expected dividend yield of our common stock, the most critical of which, prior to our IPO, was the estimated fair value of common
stock. The assumptions used in our option pricing model represent our best estimates. These estimates involve inherent uncertainties and
the application of management's judgment. If factors change and different assumptions are used, our stock-based compensation expense
could be materially different in the future. The resulting fair value, net of actual forfeitures, is recognized on a straight-line basis
over the period during which an employee is required to provide service in exchange for the award

 These assumptions used in the Black-Scholes option pricing model, other
than the fair value of our common stock, are estimated as follows:

 Expected volatility. Since a public market for our common
stock did not exist prior to our IPO in July 2020 and, therefore, we do not have an extensive trading history of our common stock, we
estimated the expected volatility based on the volatility of similar publicly-held entities (guideline companies) over a period equivalent
to the expected term of the awards. In evaluating the similarity of guideline companies to us, we considered factors such as industry,
stage of life cycle, size, and financial leverage. We intend to continue to consistently apply this process using the same or similar
guideline companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share
price of our common stock becomes available.

 Expected term. We estimate the expected term using the simplified
method, as we do not have sufficient historical exercise activity to develop reasonable expectations about future exercise patterns and
post-vesting employment termination behavior. The simplified method calculates the average period the stock options are expected to remain
outstanding as the midpoint between the vesting date and the contractual expiration date of the award.

 Risk-free interest rate. The risk-free interest rate is based
on the U.S. Treasury yield curve in effect at the time of grant for maturities corresponding with the expected term of the option.

 Expected dividend yield. We have never declared or paid any
dividends and do not presently plan to pay dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.

 F- 34

 We are required to estimate the fair value of the common stock
underlying our stock-based awards when performing fair value calculations Historically for all periods prior to our IPO, given the
absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public
Accountants Practice Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, we exercised reasonable
judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common
stock including:

 contemporaneous valuations performed at periodic intervals
by unrelated third-party specialists

 contemporaneous valuations performed at periodic intervals
by unrelated third-party specialists

 our actual operating and financial performance.

 relevant precedent transactions involving our capital stock;

 likelihood of achieving a liquidity event, such as an initial
public offering or a sale of our company given prevailing market conditions and the nature and history of our business;

 market multiples of comparable companies in our industry;

 stage of development.

 industry information such as market size and growth;

 illiquidity of stock-based awards involving securities in
a private company; and

 macroeconomic conditions.

 In valuing our common stock prior to our IPO,
our board of directors determined the enterprise value of our company using both the income approach and market approach valuation methods.
The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows
are discounted to their present values using a discount rate based on the cost of capital at a company's stage of development. The
market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business.
From the comparable companies, a representative market value multiple is determined and then applied to the subject company's financial
results to estimate the enterprise value of the subject company.

 A summary of option activity under the employee share option plan as
of December 31, 2023, and changes during the year then ended is presented below.

 Options

 Shares of Stock

 No. of Options

 Average Price

 No. of Shares

 Average Price

 Total

 Balance available under the plan on January 1, 2023 *

 422,719

 —

 —

 —

 422,719

 ( 171,500
)

 $
 3.63

 ( 171,500
)

 Cancelled/expired

 26,369

 26,369

 Balance available under the plan on December 31, 2023

 277,588

 277,588

 *
 The available options under the plan were increased by 200,000 on January 1, 2023.

 A summary of option activity under the employee
share option plan as of December 31, 2022, and changes during the year then ended is presented below.

 Options

 Shares of Stock

 No. of Options

 Average Price

 No. of Shares

 Average Price

 Total

 Balance available under the plan on January 1, 2022

 228,186

 —

 -

 -

 228,186

 ( 52,000
)

 $
 2.62

 ( 52,000
)

 Exercised

 12,614

 12,614

 Cancelled/expired

 33,919

 -

 33,919

 Balance available under the plan on December 31, 2022

 222,719

 222,719

 F- 35

 The following table summarizes the activities for our unvested
options for the year ended December 31, 2023

 Weighted average Grant Date Fair Value

 Per Share

 Unvested on January 1, 2023

 67,778

 1.81

 171,500

 1.81

 Vested

 ( 88,039
)

 1.51

 Forfeited

 ( 16,801
)

 1.98

 Unvested on December 31, 2023

 134,438

 1.98

 The following table summarizes the activities for our unvested options
for the year ended December 31, 2022

 Weighted average Grant Date Fair Value

 Per Share

 Unvested on January 1, 2022

 144,400

 2.80

 52,000

 1.22

 Vested

 ( 106,088
)

 2.91

 Forfeited

 ( 22,534
)

 1.61

 Unvested on December 31, 2022

 67,778

 1.81

 The weighted-average grant date fair value
of options granted in the years ended December 31, 2023 and 2022 was $ 1.85 and $ 3.12, respectively. The fair value of the options that
vested during the years ended December 31, 2023, and 2022, was $ 166 and $ 257, respectively.

 As of December 31, 2023, there was $ 139 of
unrecognized share-based compensation expense related to unvested options. This unrecognized compensation expense is expected to be recognized
over a weighted-average period of approximately 2 years based on vesting under the award service conditions.

 The company issued and valued options using the Black-Scholes model
for all 2023 and 2022 issuances with the following significant assumptions.

 Fair value assumptions

 2023

 2022

 Expected volatility

 45 %- 52
 %

 45 %- 52
 %

 Expected terms (in years)

 Risk-free interest rate

 4.60 %- 5.46
 %

 1.48 %- 2.18
 %

 Dividend Yield

 %

 %

 The Company recognized compensation expenses
related to stock options of $ 166 during the year ended December 31, 2023 and $ 257 for the year ended December 31, 2022.

 15) Net Income per share

 The Company presents basic and diluted earnings
per share ("EPS") data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders
of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting
the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during
the period for the effects of all potential dilutive shares, including awards under stock-based compensation arrangements. The basic
and diluted EPS of the Company are the same. Since the Company has historically net losses, there is no diluted EPS.

 F- 36

 The Company's unvested restricted stock
awards are considered participating securities under FASB Codification topic, Earnings Per Share, because they entitle holders
to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a "participating
security," the Codification requires the use of the two-class method when computing basic EPS. The two-class method is an earnings
allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or
accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders,
income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for
the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating
securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury
stock method.

 The company has 967,256 warrants that are
excisable at weighted average price of $ 7.99 on December 31, 2023, and 683,935 warrants that are excisable at weighted average price
of $ 12,71 on December 31, 2022.

 Schedule of earning per share

 2023

 2022

 Net income attributable to common stockholders

 $
)

 $
)

 Weighted average shares outstanding used in basic per common share computations

 4,179,140

 3,698,555

 Basic &Diluted EPS

 $
 ( 2.08
)

 $
 ( 3.88
)

 16) Subsequent Events

 The following subsequent events have occurred.

 As on January
5, 2024, the Company filed S3 which will allow us to issue, from time to time at prices and on terms to be determined at or prior
to the time of the offering, up to $ 50,000,000 of any combination of the securities described in this prospectus, either individually
or in units. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon
conversion of or exchange for the preferred stock; common stock, preferred stock, or debt securities upon the exercise of warrants, rights
or performance of purchase contracts; or any combination of these securities upon the performance of purchase contracts.

 As on January
16, 2024, the Company filed S1 prospectus which relates to the offer and sale from time to time of up to 12,183,612 Shares of Common
Stock, par value $ 0.00001 per share (the "Common Stock") of Healthcare Triangle, Inc., (either individually or together with
its subsidiaries, "us, "we", "our", "HCTI" or the "Company") by the selling stockholder
identified in this prospectus. The number of shares the selling stockholder may sell consists of (i) up to 11,111,112 Shares of Common
Stock that may be issued to the selling stockholder if they fully convert the First Tranche Note (as defined herein), which shares represent
 300 % of the maximum number of shares of common stock issuable upon conversion of the First Tranche Note; and (ii) up to 1,072,500 shares
of Common Stock that may be issued to the selling stockholder if they fully exercise the First Tranche Warrants (as defined herein),
which shares represent 300% of the maximum number of shares of common stock issuable upon exercise of the First Tranche Warrants.

 Such shares of Common Stock are
issuable pursuant to the terms of a Securities Purchase Agreement, dated as of December 28, 2023, by and between the Company and the selling
stockholder (the "Securities Purchase Agreement"). This number is calculated for this purpose using the greater of (A) the
highest required minimum reserve under the Securities Purchase Agreement from the date of the first tranche closing to the date the registration
statement of which this prospectus is a part is filed with the SEC, and (B) the floor price under the First Tranche Note. The shares of
Common Stock covered by this prospectus will be issued in reliance on exemptions from registration provided by Section 4(a)(2) of the
Securities Act, and Rule 506(b) promulgated thereunder. We are registering the shares of Common Stock to satisfy our obligations in connection
with registration rights we have granted to the selling stockholder pursuant to the terms of a Registration Rights Agreement, dated as
of December 28, 2023, by and between the Company and the selling stockholder (the "Registration Rights Agreement").

 F- 37

 In accordance
with the terms outlined in the Security Purchase Agreement and First Tranche Note executed by the Company on December 28, 2023, the Company
has commenced repayment of the convertible note. The first two installments totaling $ 250 and three accelerated installments totaling
$ 375 were repaid on February 14, 2024 and March 02, 2024, through conversion by issuing 136,010 common stocks of the Company at an average
conversion price of $ 1.93 per share and 205,077 common stocks of the Company at an average conversion price of $ 1.92 per share. As per
the terms of the agreement, the Company retains the option to repay future installments either in cash or through conversion, with the
conversion price determined by the lesser of the prevailing conversion price or 95 % of the average of the three lowest daily VWAPs during
the 20 trading days prior to the payment date.

 As of January
30, 2024, management has identified a significant change in circumstances arising from the loss of a major customer within our wholly
owned subsidiary, Devcool Inc. Historically, this customer has accounted for approximately 45 % to 50 % of the Company's business. However,
recent developments have led to a substantial reduction in transactions with the company.

 Based on the impairment assessment, management
determined that an impairment loss of $ 2,385 was necessary to reflect the reduced value of the customer relationship as at December 31,
2023, which reflects the impact of the loss of the major customer on the Company's financial position and results of operations.
This impairment loss, which is a non-recurring expense, has been recognized in the financial statements for the reporting period ending
on that date.

 Changes in Registrant's Certifying
Accountant

 (a)
 Dismissal of Independent Registered Public Accounting
Firm

 On May 3, 2024, the Audit Committee (the "Audit
Committee") of the Board of Directors of Healthcare Triangle, Inc., a Delaware corporation (or the "Company") approved
the dismissal of BF Borgers CPA PC ("BF Borgers") as the Company's independent registered public accounting firm
in light of the Securities and Exchange Commission (SEC)'s enforcement actions against BF Borgers CPA PC.

 (b)
 Appointment of Independent
Registered Public Accounting Firm

 On May 8, 2024, M&K CPAS, PLLC ("M&K")
was appointed as the new independent registered public accounting firm for Healthcare Triangle, Inc. (the "Company").
The decision to appoint M&K was approved by the audit committee of the Company's board of directors (the "Audit Committee").
Prior to engaging M&K on May 8, 2024, the Company has not consulted M&K regarding the application of accounting principles to
a specified transaction, completed or proposed, the type of audit opinion that might be rendered on the Company's financial statements
or a reportable event, nor did the Company consult with M&K regarding any disagreements with the Company's prior auditor on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements,
if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements
in connection with its reports.

 F- 38

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures

 None

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are the controls
and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the
reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the principal executive
and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required
disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives.

 At the end of the period being reported upon,
the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures.

 The Company carried out adjustments to the
financial statements as a result of the audits for 2022 and 2023 and due to the number of adjustments the company's internal controls
over financial reporting were determined to be ineffective.

 Based on the foregoing, our Chief Executive Officer and principal
financial officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information required
to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal
executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange
Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by
a small team. The Company plans to expand its management team and build a fulsome internal control framework required by a more complex entity.

 Management's Annual Report on Internal Control over Financial
Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance
with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures
may deteriorate.

 Our initial assessment based on the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"),
completed on December 31, 2023 deemed internal controls effective. Subsequently, the Company carried out various assessments for the
financial year ended December 31, 2023, and modified the managements initial estimates and projections.

 1.
 As
 part of this review, it was determined that certain intangible assets lacked sufficient supporting
 documentation to justify their capitalization.

 2.
 As
 part of re-audit of Prior Financial Statements, the management revised estimates of Goodwill
 and Intangible from the acquisition of Devcool, Inc in the respective year of occurrence.

 3.
 Non-application
 of ASU 2020-06 resulted in Debt Discount, writeback in the value of warrant liability and
 a corresponding increase in Additional Paid-in Capital

 4.
 Upon
 re-audit of the the Prior Financial Statements, it was discovered that collections reported
 by a third-party were incorrectly reported before the year end cut-off, when the actually
 occurred after the year end cut-off.

 5.
 Additional
 cost accrued has been reversed resulting in a reduction of current liability and increase
 in Additional Paid-in Capital

 6.
 Adjustment
 to record revaluation gain on contingent liabilities.

 7.
 In
 addition, our management concluded that our small size and limited resources prevented us
 from being able to employ sufficient resources to enable us to have an adequate level of
 supervision and segregation of duties. Further we have limited specific technical accountants
 and therefore it is difficult for us to effectively segregate accounting duties and have
 proper financial reporting, which creates a material weakness in our internal controls over
 financial reporting.

 Accordingly,
management concluded there was a material weakness in our internal control over financial reporting at December 31, 2023.

 Item 9B. Other Information

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate Governance

 The following are our executive officers and directors and their
respective ages and positions as of February 12, 2025.

 Name

 Age

 Position

 Chairman of the Board of Directors.

 Chief Financial Officer

 Head of M&A and Director

 Mr. Rosa has served as a member of our board of
directors since August 2021. Since 2016, Mr. Rosa has been and currently is President and CEO of NeuroOne Medical Technologies (NMTC:
Nasdaq), a publicly traded company on the Nasdaq. He also serves on the boards of Biotricity (BTCY: OTC), a publicly traded company on
the Over the Counter (OTC) platform, where he currently serves as compensation committee chairman and Neuro Event Labs, a privately held
company in Finland, where he currently serves as Chairman of the Board. Mr. Rosa has over 25 years of experience holding a variety of
senior management roles representing several medical device markets. His recent experience includes developing early-stage companies to
commercialization and Nasdaq listing. Mr. Rosa holds a Master of Business Administration degree from Duquesne University and Bachelor
of Science degree in Commerce and Engineering from Drexel University.

 We believe that Mr. Dave is well qualified to
serve as chairman of the Board of Directors. With his entrepreneurial, leadership, operational and capital markets experience.

 Mr. Ramachandran has served as our Chief Financial
Officer since September 2021. In his current role as CFO at HTI, he is responsible for communication of HTI's strategy, financial
and business performance, US GAAP accounting, Corporate Governance and Investor Relations. He is a senior industry leader with around
25 years of experience across Strategic Management, M&A, Fund Raising, Business Partnering, Corporate Governance and Financial Accounting.
He has managed multiple cross-industry CFO positions dealing with PE and Institutional investors. Mr. Ramachandran is a member of the
Institute of Chartered Accountants of India (ACA), a member of the Institute of Cost and Management Accountants of India (CMA) and a bachelor's
in finance from Chennai University.

 We believe Mr. Ramachandran is well qualified
to lead as CFO due to his prior financial management experience in running both private and public limited companies and expertise in
financial accounting, internal controls and corporate governance.

 Mr. Kizhakevilayil has served as Head of M&A
and a member of our Board since October 2019. In his role as Global healthcare President, he was leading the healthcare division of SecureKloud
Technologies, Inc. from 2015 to 2020 and was also instrumental in identifying, acquiring, and integrating healthcare IT companies. Mr.
Kizhakevilayil had successfully built and sold 3 IT consulting companies specializing in enterprise content management, data warehousing,
and business intelligence solutions in his earlier career. He has over 20 years of experience in the IT industry with expertise in the
healthcare domain. He serves as a member of the Board of several private companies. Shibu holds a bachelor's degree in Mechanical
Engineering from College of Engineering Trivandrum, India.

 We believe that Mr. Kizhakevilayil is qualified
to serve as a member of our Board based on his outstanding skills and unique experience in IT industry in connection with healthcare domain.

 Mr. McClurg has over 30 years of financial leadership
experience with public and private companies. Mr. McClurg has served as Chief Financial Officer of NeuroOne Medical Technologies Corp.
(Nasdaq: NMTC) since January 2021. Prior to joining NeuroOne, from October 2003 to June 2019, Mr. McClurg served as VP – Finance
and Administration and Chief Financial Officer of Incisive Surgical, Inc., a privately-held medical device manufacturer. Prior to 2003,
Mr. McClurg served as Chief Financial Officer and Treasurer of Wavecrest Corporation, a privately-held manufacturer of electronic test
instruments for the semiconductor industry, and served as Chief Financial Officer for several publicly-held companies, including Video
Sentry Corporation, Insignia Systems, Inc. (Nasdaq: ISIG), and Orthomet, Inc. Currently, he serves on the board of governors of Biomagnetic
Sciences, LLC and serves as a director and audit committee chair for Biotricity, Inc. (Nasdaq: BTCY). Mr. McClurg holds a Bachelor of
Business Administration degree in accounting from the University of Wisconsin — Eau Claire.

 We believe that Mr. Ronald McClurg is qualified to serve as a member
of our Board based on his outstanding skills and unique experience in Finance domain with public companies.

 Mr. Jainal is currently a Senior Managing Director
in investment banking at Paulson Investment Company. Prior to Paulson he was a partner at HRA Capital, a boutique investment bank he co-founded
in 2012.

 Over the course of his 18 years of healthcare
investment banking and capital markets experience, he has advised private and public healthcare companies from start-ups to commercially
mature enterprises, totaling more than $3B in transactions. He holds FINRA Series 7, Series 63 and Series 79 licenses.

 We believe that Mr. Jainal Bhuiyan is qualified
to serve as a member of our Board based on his outstanding skills and unique experience in investment banking in healthcare sector.

 Board of Directors

 Our business and affairs are managed under the direction of our board
of directors. Our board of directors currently consists of Four (4) members, three (3) of whom qualify as "independent" under
the listing standards of Nasdaq.

 Directors serve until the next annual meeting
and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following
the annual meeting of shareholders and until their successors have been elected and qualified.

 Board Leadership Structure and Risk Oversight

 The Board oversees our business and considers
the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole.
Each of the Board committees, as set forth below, will also provide risk oversight in respect of its areas of concentration and reports
material risks to the board for further consideration.

 Director Independence

 Our board of directors are composed of a majority
of "independent directors" as defined under the rules of Nasdaq. Nasdaq Listing Rule 5605(a)(2) provides that an " independent
director " is a person other than an officer or employee of the company or any other individual having a relationship which,
in the opinion of the Company's Board, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.

 Under such definition, our Board has undertaken a review of the independence
of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board
has determined that Ronald McClurg, Jainal Bhuiyan, and Dave Rosa are all independent directors of the Company.

 Board Committees

 Our board of directors has established three standing
committees, audit committee, compensation committee and nominating and corporate governance committee, each of which operate under a charter
that has been approved by our board of directors. We have appointed persons to the board of directors and committees of the board of directors
as required meeting the corporate governance requirements of the Nasdaq Listing Rules.

 Audit Committee

 We have established an audit committee consisting
of Ronald McClurg, Jainal Bhuiyan, Dave Rosa and Ronald McClurg is the Chairman of the audit committee. In addition, our Board has determined
that Ronald McClurg is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act
of 1933, as amended, or the Securities Act. The audit committee's duties, which are specified in our Audit Committee Charter, include,
but are not limited to:

 reviewing and discussing with management and the independent
auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included
in our annual disclosure report;

 discussing with management and the independent auditor significant
financial reporting issues and judgments made in connection with the preparation of our financial statements;

 discussing with management major risk assessment and risk
management policies;

 monitoring the independence of the independent auditor;

 verifying the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 reviewing and approving all related-party transactions;

 inquiring and discussing with management our compliance with
applicable laws and regulations;

 pre-approving all audit services and permitted non-audit
services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 appointing or replacing the independent auditor;

 determining the compensation and oversight of the work of
the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment
of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management
team in identifying potential target businesses.

 The audit committee is composed exclusively of
"independent directors" who are "financially literate" as defined under the Nasdaq listing standards. The Nasdaq
listing standards define "financially literate" as being able to read and understand fundamental financial statements, including
a company's balance sheet, income statement and cash flow statement.

 Compensation Committee

 We have established a compensation committee of
the board of directors to consist of Dave Rosa, and Ronald McClurg each of whom is an independent director. Dave Rosa is the Chairman
of the Compensation Committee. Each member of our compensation committee is also a non-employee director, as defined under Rule 16b-3
promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code. Dave Rosa is the chairman
of the compensation committee. The compensation committee's duties, which are specified in our Compensation Committee Charter, include,
but are not limited to:

 reviews, approves and determines, or makes recommendations
to our board of directors regarding, the compensation of our executive officers;

 administers our equity compensation plans;

 reviews and approves, or makes recommendations to our board
of directors, regarding incentive compensation and equity compensation plans; and

 establishes and reviews general policies relating to compensation
and benefits of our employees.

 Nominating and Corporate Governance Committee

 We have established a nominating and corporate
governance committee consisting of, Ronald McClurg, and Jainal Bhuiyan is the Chairman of the Nominating and corporate governance committee.
The committee's duties, which are specified in our Nominating and Corporate Governance Committee Charter, include, but are not limited
to:

 identifying, reviewing and evaluating candidates to serve
on our board of directors consistent with criteria approved by our board of directors;

 evaluating director performance on our board of directors
and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate

 evaluating nominations by stockholders of candidates for
election to our board of directors; and

 corporate governance matters

 Code of Ethics

 Our Board has adopted a written code of business
conduct and ethics ("Code") that applies to our directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Code is applicable
to all of our directors, officers and employees and is available on our corporate website, www.applieduvinc.com. We intend to disclose
any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange
Act to the extent required by applicable rules and exchange requirements.

 Family Relationships

 There are no family relationships among the officers
and directors, nor are there any arrangements or understanding between any of the Directors or Officers of our Company or any other person
pursuant to which any Officer or Director was or is to be selected as an officer or director.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock
("Ten Percent Holders") to file with the SEC reports of their share ownership and changes in their share ownership of our
common stock. Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports
they file with the SEC. To our knowledge, none of our directors, executive officers and Ten Percent Holders failed to comply with any
Section 16(a) filing requirements during fiscal 2023.

 Item 11. Executive Compensation

 Summary Compensation Table

 The following summary compensation table provides
information regarding the compensation paid during our fiscal years ended December 31, 2023, and 2022 to our Chief Financial Officer,
Head of Strategic Partnership and our Head of M&A. We refer to these individuals as our "named executive officers.":

 Option

 Name and Principal Position

 Year

 (Salary $)

 (Bonus $)

 Awards ($)

 Total ($)

 2023

 217,500

 50,000

 27,803

 295,303

 Chief Financial Officer

 2022

 121,035

 —

 24,282

 145,317

 Lakshmanan Kannappan

 2023

 198,000

 10,000

 8,484

 216,484

 Head of Strategic Partnership

 2022

 198,000

 2,008

 200,008

 2023

 229,884

 8,484

 238,368

 Head of M&A

 2022

 229,884

 25,000

 2,008

 256,892

 Outstanding Equity Awards at Fiscal Year-End

 The following table summarizes the number of shares
of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023.

 Number of Securities

 Number of Securities

 Underlying

 Underlying

 Unexercised Options

 Unexercised Options

 Option Exercise

 Option Expiration

 Name

 Grant Date

 (#) Exercisable

 (#) Unexercisable

 Price
 ($)

 Date

 01/01/2021

 7,500

 5,625

 4.00

 01/01/2031

 11/09/2022

 17,500

 7,500

 1.90

 11/09/2027

 03/20/2023

 25,000

 8,333

 3.30

 03/19/2028

 Lakshmanan Kannappan

 12/31/2021

 5,000

 3,750

 4.00

 01/01/2031

 Lakshmanan Kannappan

 03/20/2023

 15,000

 7,500

 3.30

 03/19/2028

 12/31/2021

 5,000

 3,750

 4.00

 01/01/2031

 03/20/2023

 15,000

 7,500

 3.30

 03/19/2031

 Director Compensation Table

 The following table provides information concerning compensation paid
to our directors during fiscal year ended December 31, 2023.

 Fee

Earned / Paid

 Name

 in Cash $

 Options

 Others

 Total $

 92,633

 69,800

 —

 162,433

 Mohammad Jainal Bhuiyan

 36,997

 19,700

 —

 56,697

 47,047

 19,700

 —

 66,747

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The table below sets forth information regarding
the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors
as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares
of common stock.

 We have determined beneficial ownership in accordance
with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person
has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire
such powers within 60 days. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of
March 18, 2024 are deemed to be outstanding and beneficially owned by the person holding the options. Shares issuable pursuant to stock
options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but
are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the persons and entities named in the table below will have sole voting and investment
power with respect to all shares of common stock that they will beneficially own, subject to applicable community property laws.

 The information contained in this table is as of March 18, 2024. At
that date, 4,649,909 shares of our common stock were outstanding.

 Number of Shares

 Beneficially Owned

 Beneficial Ownership Percentages

 Name and Address of Beneficial Owner (1)

 Title

 Common

 Stock

 Series A

 Super Voting

 Preferred

 Stock (2)

 Percent of

 Common Stock

 Percent of

 Series A Super Voting

 Preferred Stock

 Percent of

 Voting Stock (3)

 Officers and Directors

 Anand Kumar

 Chief Executive Officer
(Interim)

 21,692

 0.5
 %

 0.2
 %

 Chief Financial

 Officer

 45,281

 —

 1.0
 %

 —

 0.4
 %

 Head of M&A

 31,777

 —

 0.7
 %

 —

 0.3
 %

 —

 —

 *

 —

 *

 —

 —

 *

 —

 *

 —

 —

 *

 —

 *

 Officers and Directors as a Group (total of 2 persons) 5% Stockholders

 108,835

 —

 2.5
 %

 N/A

 1.0
 %

 SecureKloud Technologies, Inc. (4)

 2,550,000

 —

 59.2
 %

 N/A

 24.7
 %

 *
 Less than 1%.

 (1)
 The principal address of the named officers, directors and
5% stockholders of the Company is c/o Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, CA 94588.

 (2)
 SecureKloud Technologies, Inc. is 60.7% owned by SecureKloud
Technologies Limited which is a publicly traded company in India.

 Item 13. Certain Relationships and Related Party Transactions, and
Director Independence

 We have engaged in the following related party transactions with the
Parent.

 The Company entered into a Master Service Agreement,
Shared Services Agreement and Rental Sublease Agreement with its Parent. As per the Master Services Agreement, parent provides technical
resources according to the statement of work from the Company. The initial term of the agreement is twenty-four months which is extendable
based on mutual consent. The Parent charges for the services at cost. The Company received services amounting to $5,445 and $14,063 for
the year ended December 31, 2023, and 2022 respectively. The Company has paid for these services during the year.

 As per the terms of the Shared Services and Rental
Sublease Agreement, the cost incurred by the Parent on behalf of the Company are settled at cost. The Shared Services Agreement includes
Development infrastructure, Sales support, Recruitment and Immigration support, Project coordination, HR and Operation support, Management
/Advisory services. The Company received services amounting to $377 and $197 for the year ended December 31, 2023, and 2022 respectively.
The Company has paid for these services during the year.

 The Company does not have any signed lease agreement
in its name and currently operates from two office locations leased by the Parent. The Company has entered into a sublease agreement with
the Parent and paid rent of $235 and $180 for the year ended December 31, 2023, and 2022 respectively.

 The Company has made $42 of sales to related parties for the year ended
December 31, 2022, and $ 479 for the year ended December 31, 2021.

 The Company has acquired intangibles of $0 from
related parties for the year ended December 31, 2023, and $ 3,279 for the year ended December 31, 2022.

 The Company had entered into a Master Services
Agreement with its Ultimate Parent during the current year. As per the Master Services Agreement, the Ultimate Parent provides administrative
and technical services. The initial period of the agreement is for a period of three years which is extendable based on mutual consent.
The Company received services amounting to $650 and $0 for the year ended December 31, 2023, and 2022 respectively. The Company has paid
for these services during the year and there is no outstanding balance as at the year end.

 The balance receivable from related parties as
of December 31, 2023, was $304 and for the year ended December 31, 2022 was $1,075. The amount represents advance payment towards project
related services.

 Item 14. Principal Accountant Fees and Services

 Audit and Non-Audit Fees

 The table below presents the aggregate fees
billed for professional services rendered by BF Borgers CPA PC("Borgers") and M&K CPAS P LLC for the years ended December
31, 2023 and 2022.

 2023

 2022

 Audit fees

 $
 583,000

 $
 165,875

 Administrative fees

 $
 28,500

 $
 -

 All other fees

 -

 Total fees

 $
 611,500

 $
 165,875

 In the above table, "audit fees" are
fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial
statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those
fiscal periods. "Administrative fees" are fees not included in audit fees that are billed by the independent accountant for
assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These
audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided
in connection with regulatory filings or engagements. "All other fees" are fees billed by the independent accountant for products
and services not included in the foregoing categories.

 Item 15. Exhibits, Financial Statement Schedules.

 (a) The following documents are filed as part of this Annual Report:

 (1)
 The financial statements are filed as part of this Annual
Report under "Item 8. Financial Statements and Supplementary Data."

 (2)
 The financial statement schedules are omitted because they
are either not applicable or the information required is presented in the financial statements and notes thereto under "Item 8.
Financial Statements and Supplementary Data."

 (3)
 The exhibits listed in the following Exhibit Index are filed,
furnished or incorporated by reference as part of this Annual Report.

 (b)
 Exhibits

 See the Exhibit Index immediately preceding the signature page of this
Annual Report.

 EXHIBIT INDEX

 Exhibit No.

 Description

 3.1

 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 3.2

 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 3.3

 Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 3.4

 Series A Super Voting Preferred Stock Certificate of Designation(incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 3.5

 Series A Super Voting Preferred Stock Amended and Restated Certificate of Designations (incorporated by reference to Exhibit 3.5 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 4.1

 Form of Underwriter's Warrant (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 4.2

 Form of Senior Secured 15% Original Issue Discount Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 4.3

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 4.4*

 Description of Securities

 10.1

 Asset Transfer Agreement, dated January 1, 2020 between the Company and SecureKloud Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.2

 Equity Purchase Agreement, dated May 8, 2020 between the Company and SecureKloud Technologies, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.3

 Form of 10% Convertible Promissory Note issued pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.4

 Form of Common Stock Purchase Warrant issued pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.5

 The Company's 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.6

 Form of Grant (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.7

 Master Services Agreement dated January 1, 2021 between the Company and SecureKloud Technologies, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K, filed with the SEC on March 28, 2023)

 10.8

 Shared Services Agreement dated January 1, 2021 between the Company and SecureKloud Technologies, Inc. (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K, filed with the SEC on March 28, 2023)

 10.9

 Rental Sublease Agreement dated January 1, 2023 between SecureKloud Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K, filed with the SEC on March 28, 2023)

 10.10

 IT Master Services
 Agreement effective as of May 1, 2017 between F. Hoffmann-La Roche Ltd and the Company

(incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 (No. 333-259180),
filed with the SEC on October 8, 2021)

 10.11

 Form of Statement of Work
 under Master Services Agreement between F. Hoffmann-La Roche Ltd and the Company (incorporated by reference to Exhibit 10.15 to the
 Company's Registration Statement on Form S-1 (No. 333-259180), filed with the SEC on October 8, 2021)

 10.12

 Form of Common Stock
 Purchase Warrant to be issued to the Placement Agent for the Note and Warrant Private Offering (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 (No. 333-259180),
filed with the SEC on October 8, 2021)

 10.13

 Share Purchase Agreement, dated December 10, 2021, among Healthcare Triangle, Inc., Devcool, Inc., Go To Assistance Inc., and Mr. Sandeep Deokule (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed with the SEC on December 14, 2021)

 10.14

 Promissory
 Note, dated December 10, 2021 made to Go To Assistance Inc. (incorporated by reference to Exhibit 10.2 to the Company's current
 report on Form 8-K, filed with the SEC on December 14, 2021)

 10.15

 Consulting
 Agreement dated December 10, 2021 between the Company and Sandeep Deokule (incorporated by reference to Exhibit 10.3 to the Company's
 current report on Form 8-K, filed with the SEC on December 14, 2021)

 10.16

 Form
 of Securities Purchase Agreement, dated as of April 05, 2023, by and between the Company and the Purchaser (incorporated by reference
 to Exhibit 10.1 to the Company's current report on Form 8-K, filed with the SEC on April 6, 2023)

 10.17

 Employment
 Agreement, dated April 01, 2023 by and between the Company and Thyagarajan Ramachandran (incorporated by reference to Exhibit 10.2
 to the Company's current report on Form 8-K, filed with the SEC on April 6, 2023)

 10.18

 Board
 Agreement, dated as of July 13, 2023, by and between the Company and Dave Rosa. (incorporated by reference to Exhibit 10.1 to the
 Company's current report on Form 8-K, filed with the SEC on July 14, 2023)

 10.19

 Form
 of Securities Purchase Agreement, dated as of December 28, 2023, by and between the Company and the Investor (incorporated by reference
 to Exhibit 10.1 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 10.20

 Form
 of Registration Rights Agreement, dated as of December 28, 2023, by and between the Company and the Investor (incorporated
 by reference to Exhibit 10.6 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 10.21

 Security
 Agreement, dated as of December 28, 2023, by and between the Company, Devcool, and the Investor (incorporated by reference to Exhibit
 10.2 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 10.22

 Pledge
 Agreement, dated as of December 28, 2023, by and between the Company and the Investor (incorporated by reference to Exhibit 10.3
 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 10.23

 Subsidiary
 Guarantee, dated as of December 28, 2023, by and between the Company, Devcool, and the Investor (incorporated by reference to Exhibit
 10.4 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 10.24

 Intercreditor
 Agreement, dated as of December 28, 2023, by and between Seacoast National Bank and the Investor (incorporated by reference to Exhibit
 10.5 to the Company's current report on Form 8-K, filed with the SEC on January 2, 2024)

 21.1

 List
 of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K, filed
 with the SEC on March 28, 2023)

 31.1*

 Certification of the Chief Executive Officer pursuant
 to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of the Chief Financial Officer pursuant
 to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of the Chief Executive Officer pursuant
 to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002.

 32.2*

 Certification of the Chief Financial Officer pursuant
 to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002

 97.1

 Healthcare
 Triangle, Inc. Clawback Policy, effective November 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company's current
 report on Form 8-K, filed with the SEC on November 29, 2023)

 101.INS*

 101.SCH*

 Schema Document.

 101.CAL*

 Calculation Linkbase Document.

 101.DEF*

 Definition Linkbase Document.

 101.LAB*

 Label Linkbase Document.

 101.PRE*

 Presentation Linkbase Document.

 *
 Filed herewith.

 **
 Exhibit 32.1 is being furnished and shall not be deemed to be "filed"
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed
to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or
the Exchange Act, except as otherwise specifically stated in such filing.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Healthcare Triangle, Inc.

 Date: February 14, 2025

 By:

 /s/

 Chief Financial Officer

(Principal Executive
 Officer, Principal Financial Officer and Principal Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
on February 14, 2025.

 Signature

 Title

 /s/

 Chairman of the Board and Director

 (Principal Executive Officer)

 /s/

 Chief Financial Officer

 Thyagarajan
 Ramachandran

 (Principal Financial and Accounting Officer)

 /s/

 Head of M&A and Director

 /s/

 /s/

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