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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): October 26, 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 210
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
3.03. Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To
the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
8.01. Other Events
On
October 26, 2026, Healthcare Triangle, Inc. (the “Company”) effected a one-for-twenty (1:20) reverse stock split of all issued
and outstanding shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) effective as
of 12:01 a.m. Eastern Time on October 26, 2026 (the “Reverse Stock Split”), vide a Certificate of Amendment to the
Amended Certificate of Incorporation of Healthcare Triangle, Inc. (the “Certificate of Amendment”) filed with the Secretary
of State of the State of Delaware, and deemed effective on October 26, 2026 at 12:01 a.m. Eastern Time. The Reverse Stock Split was intended
to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market,
as required by Nasdaq Listing Rule 5550(a)(2).
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2026,
on October 1, 2026, the Company received a Staff Delisting Determination from the Listing Qualifications Department of The Nasdaq Stock
Market LLC (“Nasdaq”). On October 8, 2026, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal
the Staff Delisting Determination, which request stayed the suspension of trading of the Company’s securities and the filing of a Form
25-NSE pending the Panel’s decision. The hearing is scheduled for November 5, 2026. The Reverse Stock Split is part of the Company’s plan
to regain compliance with Nasdaq’s continued listing requirements, which the Company intends to present to the Panel. There can be no
assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain or maintain
compliance with Nasdaq’s continued listing requirements.
As
a result of the Reverse Stock Split, every twenty (20) shares of issued and outstanding Common Stock combined into one (1) validly issued,
fully paid and nonassessable share of Common Stock. The Reverse Stock Split uniformly affected all issued and outstanding shares of Common
Stock and did not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock
Split resulted in fractional interests. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who
otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of
a share of Common Stock to round up to the next whole share, at a participant level. Proportional adjustments have also been made to
the Company’s outstanding warrants, stock options, and convertible securities, in each case, in accordance with the terms thereof.
The
Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from 17,730,008 to 886,587
shares of Common Stock. The number of authorized shares of Common Stock did not change by the Reverse Stock Split.
The
Company’s transfer agent, VStock Transfer, LLC, acted as the exchange agent for the Reverse Stock Split. Stockholders who hold their
shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
The
Common Stock started trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on October 26, 2026. The trading
symbol for the Common Stock remains “HCTI.” Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock
is 42227W 504.
The
description of the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment, which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
October 21, 2026, the Company issued a press release announcing the Reverse Stock Split. The full text of the Company’s press release
issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended Certificate of Incorporation of Healthcare Triangle, Inc. |
| 99.1 |
|
Press Release, dated October 21, 2026 |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
Forward-Looking
Statements
Certain
statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor”
provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included
in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and variations of these words or similar expressions (or the negative versions of such words
or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Many factors
could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including
the Company’s ability to successfully appeal the Nasdaq staff’s delisting determination and the Company’s ability to
have an application to trade on the OTCQB approved timely to commence trading if its common shares are delisted from Nasdaq. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including
those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed on April 15, 2026,
as amended on April 16, 2026, and other reports and registration statements of the Company filed, or to be filed, with the Securities
and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements
for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
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:
October 27, 2026 |
By: |
/s/
David Ayanoglou |
| |
|
David
Ayanoglou |
| |
|
Chief
Financial Officer |
3
Exhibit
99.1
Healthcare
Triangle, Inc. Announces 1-for-20 Reverse Stock Split as Part of Nasdaq Compliance Plan
PLEASANTON,
Calif., Oct. 21, 2026 /PRNewswire/ -- Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”),
a leader in digital transformation solutions including managed services, cloud enablement, and data analytics for the healthcare and
life sciences industries, today announced that it will effect a 1-for-20 reverse stock split of its common stock. The reverse stock split
will become effective at 12:01 a.m. Eastern Time on Monday, October 26, 2026, and the Company’s common stock will commence trading on
the Nasdaq Capital Market on a post-split basis at the opening of the market on October 26, 2026, pending confirmation by the Depository
Trust Company and the Nasdaq. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the Company’s existing
trading symbol, “HCTI,” and a new CUSIP number 42227W 504 has been assigned as a result of the reverse stock split.
The
Company expects that the reverse stock split will increase the price per share of the Company’s common stock, and is part of the Company’s
strategy to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq Capital Market.
At
the effective time of the reverse stock split, each twenty (20) shares of the Company’s issued and outstanding common stock will be automatically
converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.00001 per share or the
total number of authorized shares. The reverse stock split will reduce the Company’s number of shares outstanding common stock from approximately
17,730,008 shares to approximately 886,501 shares. No fractional shares of common stock will be issued in connection with the reverse
stock split, and stockholders who would otherwise be issued an additional fraction share of common stock to round up to the next whole
post-reverse stock split share of Common Stock
Stockholders
of record as of October 26th, 2026, will be receiving information regarding their share ownership following the reverse stock
split from the Company’s transfer agent, VStock Transfer, LLC. VStock Transfer can be reached at (212) 828 8436. Additional information
about the reverse stock split can be found in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on October 13, 2026, and available free of charge at the SEC’s website sec.gov.
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. For more information, visit www.healthcaretriangle.com.
Forward-Looking
Statements and Safe Harbor Notice
All
statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined
in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include our expectations and those statements
that use forward-looking words such as “projected,” “expect,” “possibility” and “anticipate.”
The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties and assumptions.
Actual results could differ materially from current projections or implied results. Investors should read the risk factors set forth
in the Company’s Proxy Statement filed with the SEC on October 13, 2026, previous filings, subsequent filings and future periodic reports
filed with the SEC. All the Company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary
statements.
The
Company cautions that statements and assumptions made in this news release constitute forward-looking statements and make no guarantee
of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made.
The information set forth herein speaks only as of the date hereof. The Company and its management undertake no obligation to revise
these statements following the date of this news release.
Investor
Contact
1-800-617-9550
ir@healthcaretriangle.com
