Healthcare Triangle Announces Approximately $3.959 Million Registered Direct Financing of Common Stock Priced At-The-Market Under Nasdaq Rules

Healthcare Triangle (Nasdaq: HCTI) entered definitive agreements for a registered direct offering of 681,553 shares (or prefunded warrants) at $5.81 per share, expected to close on or about February 27, 2026.

Rhea-AI Summary

Healthcare Triangle (Nasdaq: HCTI) entered definitive agreements for a registered direct offering of 681,553 shares (or prefunded warrants) at $5.81 per share, expected to close on or about February 27, 2026. Gross proceeds are expected to be approximately $3.959 million before fees and expenses. D. Boral Capital is sole placement agent. The offering is made under an existing Form S-3 shelf registration declared effective January 31, 2024; a prospectus supplement will be filed with the SEC.

Positive

• Gross proceeds of approximately $3.959 million
• Firm placement agent engagement with D. Boral Capital

Negative

• Issuance of 681,553 shares (or prefunded warrants) may dilute existing shareholders
• Net proceeds reduced by placement agent fees and offering expenses

Argus Feb 26 session

-13.60% close to close Open Argus

Details

News Market Reaction – HCTI

In the Feb 26 session, HCTI declined 13.60%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -13.6% in the session following this news. The decline reflects market sensitivity...

Analysis

The stock dropped -13.6% in the session following this news. The decline reflects market sensitivity to dilution and capital-structure actions at HCTI. The registered direct financing adds 681,553 shares or prefunded warrants for gross proceeds of $3.959 million, on top of prior warrant-related resales and an active S-3/A shelf. Historical data show that reverse splits and financing steps have coincided with negative moves, suggesting investors have focused more on dilution risk than on strategic initiatives.

Key Figures

Shares offered: 681,553 shares Offering price: $5.81 per share Gross proceeds: $3.959 million +5 more

Shares offered

681,553 shares

Common stock or prefunded warrants in registered direct offering

Offering price

$5.81 per share

Purchase price in registered direct offering priced at-the-market

Gross proceeds

$3.959 million

Expected gross proceeds before fees and expenses

Par value

$0.00001 per share

Par value of HCTI common stock

Form S-3 file number

File No. 333-276382

Shelf registration statement referenced for this offering

52-week high

9711

Pre-news 52-week high price level

52-week low

5.2407

Pre-news 52-week low price level

Registered resale shares

1,458,118 shares

Shares registered on S-3/A shelf for resale

Historical Context

5 past events · Latest: Feb 25

5 events

1. Feb 25

   Digital partnership

   24h Move

   -1.0%

   Partnership to embed digital mental health services for over 25M users.

2. Feb 06

   Reverse stock split

   24h Move

   -28.8%

   1-for-60 reverse split to support Nasdaq minimum bid compliance.

3. Feb 05

   AI JV announcement

   24h Move

   -7.0%

   Joint venture targeting Saudi digital health and $70B 2030 market.

4. Jan 29

   Platform partnership

   24h Move

   +0.5%

   Agreement with Better to expand openEHR-based health data platforms.

5. Jan 28

   Conference participation

   24h Move

   +10.2%

   Presentation and investor meetings at Deal Flow Discovery Conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, at-the-market, prefunded warrants, shelf registration statement, +3 more

7 terms

registered direct offering financial

"at a purchase price of $5.81 per share in a registered direct offering priced at-the-market"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"at a purchase price of $5.81 per share in a registered direct offering priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

prefunded warrants financial

"681,553 shares of common stock (or prefunded warrants in lieu thereof), par value $0.00001 per share"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-276382) previously filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-276382) previously filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement describing the terms of the proposed registered direct offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

nasdaq rules regulatory

"common stock ... at a purchase price of $5.81 per share in a registered direct offering priced at-the-market under Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PLEASANTON, Calif., Feb. 26, 2026 /PRNewswire/ -- Healthcare Triangle, Inc. (Nasdaq: HCTI) ("HCTI" or the "Company"), a leader in digital transformation solutions for healthcare and life sciences, today announced today that it has entered into definitive agreements for the purchase and sale of 681,553 shares of common stock (or prefunded warrants in lieu thereof), par value $0.00001 per share, at a purchase price of $5.81 per share in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about February 27, 2026, subject to the satisfaction of customary closing conditions.

D. Boral Capital, LLC is acting as sole placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $3.959 million, before deducting placement agent fees and other offering expenses payable by the Company.

The securities described above is being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-276382) previously filed with the U.S. Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on January 31, 2024. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement describing the terms of the proposed registered direct offering and accompanying prospectus will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at https://www.sec.gov or by contacting D. Boral Capital, LLC, via email at dbccapitalmarkets@dboralcapital.com, by calling +1 (212) 970-5150, or by standard mail at D. Boral Capital LLC, 590 Madison Ave 39th floor, New York, NY 10022

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Healthcare Triangle

Healthcare Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare organizations including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST Risk-based, 2-year (r2) Certified status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical & business performance optimization.

Forward-Looking Statements and Safe Harbor Notice :

This press release contains statements that constitute "forward-looking statements," including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investors:

1-800-617-9550 

ir@healthcaretriangle.com

View original content:https://www.prnewswire.com/news-releases/healthcare-triangle-announces-approximately-3-959-million-registered-direct-financing-of-common-stock-priced-at-the-market-under-nasdaq-rules-302698956.html

SOURCE Healthcare Triangle, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Healthcare Triangle (HCTI) announce on February 26, 2026 about a financing?

Healthcare Triangle announced a registered direct offering expected to raise about $3.959 million. According to the company, 681,553 shares (or prefunded warrants) will be sold at $5.81 per share, with closing expected on or about February 27, 2026.

How many shares is HCTI selling and at what price in the February 2026 offering?

HCTI is selling 681,553 shares (or prefunded warrants) at $5.81 per share. According to the company, this price yields gross proceeds of approximately $3.959 million before placement agent fees and offering expenses.

When will the Healthcare Triangle (HCTI) registered direct offering close?

The offering is expected to close on or about February 27, 2026, subject to customary closing conditions. According to the company, closing timing depends on satisfaction of those conditions and filing of the prospectus supplement with the SEC.

Where can investors find the HCTI prospectus supplement and offering details?

Investors can obtain the prospectus supplement and accompanying prospectus on the SEC website or via the placement agent. According to the company, electronic copies will be available on the SEC site and by contacting D. Boral Capital, LLC.

What is the shareholder impact of HCTI's $3.959 million registered direct offering?

The offering raises cash but issues 681,553 new shares, which may dilute existing shareholders. According to the company, gross proceeds are approximately $3.959 million before fees; net proceeds will be lower after placement agent fees and expenses.