Healthcare Triangle (NASDAQ: HCTI) approves all items at 2026 special meeting

Rhea-AI Filing Summary

Healthcare Triangle, Inc. reported the results of its 2026 virtual Special Stockholders Meeting held on February 2, 2026. Stockholders voted on two proposals, each requiring approval by a majority of shares present and entitled to vote.

The company had 10,758,725 shares of common stock and 20,000 shares of Series A Super Voting preferred stock outstanding as of the January 8, 2026 record date, for a total of 20,409,725 voting shares. At the meeting, about 66.35% of these voting shares were represented, satisfying quorum requirements.

The first proposal received 20,231,200 votes for, 175,869 against, and 1,656 abstentions. The second proposal received 20,199,168 votes for, 203,557 against, and 7,000 abstentions. Both proposals were approved under the stated voting standard.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

HEALTHCARE TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40903		84-3559776
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7901 Stoneridge Dr., Suite 220 Pleasanton, CA 94588

(Address of principal executive offices)

(925)-270-4812

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		HCTI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 2, 2026, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), held its virtual 2026 Special Stockholders Meeting (the “Meeting”).

As of the close of business on January 8, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there were 10,758,725 shares of our common stock, par value $0.00001 per share, and 20,000 shares of our Series A Super Voting preferred stock, par value $0.00001 per share, issued and outstanding with each common stock entitled to one vote on each proposal, and each Series A Super Voting preferred stock entitled to one vote on each proposal, at the Meeting. At the Meeting, the combined holders of 20,409,725 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 66.35% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.

The final results for each of the matters considered at the Meeting were as follows:

1. To approve an amendment (as set forth on Exhibit A to the Company’s Proxy Statement, the “Reverse Split Amendment”) to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-one hundred (1:100), with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Reverse Split,” and such proposal, the “Reverse Split Proposal”).

Votes For		Votes Against		Abstain
20,231,200		175,869		1,656

The affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter was required for approval. The proposal was approved.

2. To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal (the “Adjournment Proposal).

Votes For		Votes Against		Abstain
20,199,168		203,557		7,000

The affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter was required for approval. The proposal was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Inline XBRL for the cover page of this Current Report on Form 8-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Healthcare Triangle, Inc.
Dated: February 6, 2026	By:	/s/ David Ayanoglou
		David Ayanoglou
		Chief Financial Officer

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FAQ

What did Healthcare Triangle (HCTI) disclose in this 8-K filing?

Healthcare Triangle reported voting results from its 2026 virtual Special Stockholders Meeting held on February 2, 2026. The filing details quorum levels, total voting power present, and the final vote counts on two proposals, each of which received sufficient support for approval.

When was Healthcare Triangle’s 2026 Special Stockholders Meeting held?

The Special Stockholders Meeting was held on February 2, 2026 as a virtual meeting. The company used a January 8, 2026 record date to determine which holders of common and Series A Super Voting preferred stock were entitled to receive notice of, and vote at, the meeting.

How many Healthcare Triangle (HCTI) shares were entitled to vote at the meeting?

A total of 20,409,725 voting shares were entitled to vote, consisting of 10,758,725 shares of common stock and 20,000 shares of Series A Super Voting preferred stock. Each share of both classes carried one vote on each proposal presented at the Special Stockholders Meeting.

What quorum was achieved at Healthcare Triangle’s 2026 Special Meeting?

Approximately 66.35% of outstanding voting shares were represented in person or by proxy. This level of participation met quorum requirements under Delaware law and the company’s bylaws, allowing the business of the meeting, including voting on both proposals, to proceed validly.

What were the vote results on Healthcare Triangle’s first proposal?

The first proposal was approved with 20,231,200 votes for, 175,869 votes against, and 1,656 abstentions. Because it required a majority of the shares present and entitled to vote, these results satisfied the stated threshold for stockholder approval at the Special Stockholders Meeting.

What were the vote results on Healthcare Triangle’s second proposal?

The second proposal was also approved, receiving 20,199,168 votes for, 203,557 votes against, and 7,000 abstentions. As with the first proposal, the required standard was a majority of shares present and entitled to vote, which this proposal achieved based on the reported tallies.