Healthcare Triangle Inc SEC Filings

Healthcare Triangle, Inc. (HCTI) entered into a Securities Purchase Agreement with institutional investors for up to $15,000,000 in 20% original issue discount senior unsecured convertible notes. The first tranche closed on November 20, 2025, with an initial Note of $7,500,000 in principal sold for gross proceeds of approximately $6,000,000 and maturing on November 20, 2026.

The Notes are convertible at the holder’s option at a price equal to the greater of eighty percent of the lowest closing price over the five trading days before conversion or $0.38 per share. Undelivered conversion shares trigger liquidated damages of 2% of outstanding principal per month, and unpaid amounts bear interest at 18% per annum. A separate Registration Rights Agreement requires the company to register the resale of at least 300% of the maximum conversion shares by specific filing and effectiveness deadlines, with additional liquidated damages of 2% per month (capped at 20%) if deadlines are missed. RBW Capital Partners LLC acted as placement agent, earning an 8% cash fee on gross proceeds plus $100,000 for fees and expenses.

Healthcare Triangle, Inc. (HCTI) has filed a pre-effective amendment to register 1,458,118 shares of common stock for resale by existing security holders. These shares consist of 1,429,528 shares issuable upon exercise of inducement warrants and 28,590 shares issuable upon exercise of advisor warrants granted in connection with an October 2025 warrant inducement transaction. The company is not selling shares itself under this prospectus and will not receive proceeds from any resale, though it has already received $2.85 million from the prior warrant exercise and may receive additional cash if the new warrants are exercised at their $3.00 exercise price. If all common warrants are exercised, common stock outstanding would be 5,873,303 shares. The filing also highlights HCTI’s cloud, data, and AI-driven healthcare IT platforms and notes that adding freely tradable shares could pressure the stock price and dilute existing holders.

Healthcare Triangle, Inc. (HCTI) entered into a Sales Agreement with Spartan Capital Securities, LLC to sell shares of its common stock from time to time through an at-the-market offering program. The shares will be issued under an existing shelf registration statement on Form S-3, using a prospectus supplement dated November 18, 2025, with an aggregate market value of common stock currently eligible for sale of $20,000,000.

Spartan will act as sales agent and receive a 3.0% commission on the gross sales price of shares sold through it. Healthcare Triangle will control sale parameters such as number of shares, timing, daily limits, and minimum prices, and may suspend sales at any time. The agreement ends when all shares under the prospectus supplement are sold or if the agreement is otherwise terminated.

Healthcare Triangle, Inc. is launching an at-the-market offering of up to $20,000,000 of its common stock through Spartan Capital Securities as sales agent. Shares may be sold from time to time on Nasdaq under the symbol HCTI, with Spartan earning a 3% commission on gross sales.

The company plans to use any net proceeds for general corporate purposes, including potential acquisitions and working capital. An illustrative scenario assumes selling 9,569,377 shares at $2.09 per share, which would raise $20 million and increase as-adjusted net tangible book value to $1.48 per share, while creating $0.61 per-share dilution for new investors.

Recent actions include a 1-for-249 reverse stock split that reduced outstanding shares to 5,831,816, a warrant inducement that generated approximately $2.85 million in gross proceeds, and a $5.7 million asset and equity acquisition from Niyama Healthcare to expand mental health and hospital information systems capabilities.

Healthcare Triangle, Inc. (HCTI) has called a virtual-only special meeting of stockholders on November 28, 2025 to vote on a single key item. Stockholders are being asked to approve, for purposes of Nasdaq Listing Rule 5635(d), future issuances of the Company’s securities in an aggregate amount of up to $70 million during the period from November 14, 2025 until February 28, 2026, as long as each issuance meets specified Nasdaq parameters.

Nasdaq Rule 5635(d) generally requires stockholder approval when a company issues 20% or more of its common stock (or voting power) in certain non‑public transactions at prices below a defined minimum. Approval of this proposal would satisfy that requirement for qualifying transactions completed within the stated period. The Company notes that any such future issuances under these parameters would have a dilutive effect on existing stockholders’ ownership and voting power over time. Only stockholders of record as of November 12, 2025 are entitled to vote, and the Board unanimously recommends voting “FOR” the proposal.

Healthcare Triangle, Inc. reported Q3 results with net revenue of $3,489 (up 45% year over year) and a net loss of $1,906. For the nine months, revenue was $10,752 (up 13%), with a net loss of $4,973. Segment mix shifted toward Software Services, while Managed Services declined.

Liquidity and the balance sheet changed markedly. Cash and cash equivalents were $1,629 as of September 30, 2025. Net cash used in operating activities was $9,689, offset by $12,587 of net financing cash inflows primarily from equity issuance. Total assets rose to $13,838 from $1,961 at year‑end, reflecting the June 16 acquisition of Niyama Healthcare/Ezovion (purchase price $5,700, including cash, 1,388,041 restricted shares valued at $3,000, and up to $1,200 earn‑out). Stockholders’ equity improved to $8,726 from a deficit.

The company effected a 1‑for‑249 reverse stock split on August 1, 2025. Short‑term borrowing under the Seacoast facility was $1,530, and convertible notes were eliminated through conversion and repayment. As of November 13, 2025, 7,261,344 common shares were outstanding.

Healthcare Triangle, Inc. reported results of its November 7, 2025 annual meeting. Shareholders elected four directors for one-year terms and ratified SRCO Professional Corporation as independent auditor for 2025.

Participation was strong: 21,423,722 shares (approximately 82.80% of 25,873,304 entitled shares) were represented, including common stock and Series A Super Voting Preferred Stock.

Director votes: Sujatha Ramesh For 20,253,344, Withheld 7,524; Dave Rosa For 20,171,021, Withheld 89,847; Jainal Bhuiyan For 20,244,585, Withheld 16,283; Ron McClurg For 20,250,055, Withheld 10,813. Each director vote recorded 1,162,854 broker non-votes.

Auditor ratification: For 21,275,588, Against 57,036, Abstain 91,098, with 0 broker non-votes.

Healthcare Triangle, Inc. (HCTI) called a virtual‑only special meeting for December 16, 2025 to seek stockholder approval, for purposes of Nasdaq Listing Rule 5635(d), of potential issuances of securities completed from the meeting date for three months in an aggregate amount up to $[50] million, if each issuance meets stated Nasdaq Parameters.

The company lists parameters and a latest closing date no later than February [●], 2026, and states the purpose is to provide additional working capital. The filing notes that any such issuances will dilute existing stockholders over time, including their voting power. Only stockholders of record as of November [●], 2025 may vote, and the meeting will be accessible via live webcast only.