Healthcare Triangle cuts stock-sale cap to $250K

The amended agreement caps each put at $250,000 and ends HCTI’s right to issue put notices after a change of control.

Rhea-AI Filing Summary

Healthcare Triangle, Inc. (HCTI) amended its Equity Purchase Agreement with Hudson Global Ventures, LLC on September 22, 2026. The amendment reduces the maximum amount that may be sold under each Put Notice from $2,500,000 to $250,000 and raises the minimum price per share threshold from $0.01 to $0.10, subject to adjustments for specified stock and rights transactions.

After a Change of Control Transaction, HCTI no longer has the right to deliver Put Notices. The amendment also redefines “Purchase Price” and “Valuation Period”; all other agreement terms remain in effect.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum amount per Put Notice, amended: $250,000 Maximum amount per Put Notice, prior: $2,500,000 Minimum price per share threshold, amended: $0.10 per share +1 more

4 metrics

Maximum amount per Put Notice, amended $250,000 Amount that may be sold pursuant to each Put Notice

Maximum amount per Put Notice, prior $2,500,000 Amount that may be sold pursuant to each Put Notice before the amendment

Minimum price per share threshold, amended $0.10 per share Subject to specified proportionate adjustments

Minimum price per share threshold, prior $0.01 per share Threshold before the amendment

Key Terms

Put Notice, Valuation Period, Purchase Price, Change of Control Transaction

4 terms

Put Notice financial

"under each Put Notice"

A put notice is a formal alert that the holder of a put option intends to exercise their right to sell the underlying shares at the agreed price, which obliges the option seller to buy or accept delivery of those shares. It matters to investors because receiving or expecting a put notice can force an unplanned purchase or sale, change a trader’s cash needs and risk exposure, and sometimes move the stock price due to surprise supply or demand, much like being handed an item you must immediately take off someone’s hands.

Valuation Period financial

"redefines “Valuation Period”"

A valuation period is the specific time window used to measure the value of an asset, security, fund position, or company for reporting, pricing, or calculation purposes. It defines the dates the inputs (market prices, cash flows, or metrics) come from, and thus determines the snapshot of value investors see. Like choosing when to take a photograph, the valuation period fixes the moment used to report performance, set price, or calculate payouts, so different periods can produce different results.

Purchase Price financial

"redefines “Purchase Price”"

The purchase price is the amount of money paid to acquire an asset—such as shares, a business, real estate, or equipment. It matters to investors because it sets the baseline for future profit, loss, taxes and accounting values; think of it like the price you pay for a used car, which determines your potential resale gain or loss. Investors compare purchase price to expected future cash flows and market values to judge whether an investment is a good deal.

Change of Control Transaction financial

"upon the occurrence of a Change of Control Transaction"

A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.

FAQ

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

What is HCTI’s new maximum amount per Put Notice?

The maximum amount that may be sold under each Put Notice is $250,000, reduced from $2,500,000 under the amended agreement.

What is HCTI’s new minimum price per share?

The minimum price per share threshold is $0.10, increased from $0.01. The threshold is subject to appropriate adjustment for stock dividends, stock splits, stock combinations, rights offerings, reclassifications, or similar transactions that proportionately change the common stock.

Can HCTI issue Put Notices after a change of control?

No. Upon the occurrence of a Change of Control Transaction, HCTI no longer has the right to deliver any Put Notice to Hudson Global Ventures, LLC.

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

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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): September 22, 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)		(I.R.S. Employer Identification No.)

7901 Stoneridge Drive, Suite 210

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(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 1.01 Entry into a Material Definitive Agreement.

On September 22, 2026, Healthcare Triangle, Inc. (“HCTI” or the “Company”), a Delaware corporation, entered into the First Amendment to the Equity Purchase Agreement (the “Amendment”), which amends the Equity Purchase Agreement dated as of June 12, 2026 (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). The Equity Purchase Agreement was filed as exhibit 10.2 to the Current Report on Form 8-K filed on June 15, 2026.

Pursuant to the Amendment, certain terms of the Equity Purchase Agreement are modified as follows:

● Purchase Price. The Amendment redefines “Purchase Price” to mean the Initial Purchase Price (as defined in the Equity Purchase Agreement), calculated on the applicable date in accordance with the terms and conditions of the Equity Purchase Agreement.

● Valuation Period. The Amendment redefines “Valuation Period” to mean the applicable Put Date (as defined in the Equity Purchase Agreement).

● Maximum Put Amount. The Amendment reduces the maximum amount that may be sold pursuant to each Put Notice (as defined in the Equity Purchase Agreement) under Section 2.1 of the Equity Purchase Agreement from $2,500,000 to $250,000.

● Minimum Price per Share. The Amendment increases the minimum price per share threshold under Section 7.1(o) of the Equity Purchase Agreement from $0.01 per share to $0.10 per share, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock (as defined in the Equity Purchase Agreement).

● Change of Control. The Amendment adds a new Change of Control provision, which provides that upon the occurrence of a Change of Control Transaction (as defined in the Amendment), the Company shall no longer have the right to deliver any Put Notice to the Investor.

Except as expressly amended by the Amendment, all other terms and conditions of the Equity Purchase Agreement remain in full force and effect.

The foregoing descriptions of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 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
10.1		First Amendment to the Equity Purchase Agreement dated September 22, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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. 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, 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.

2

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.

Date: September 25, 2026	Healthcare Triangle, Inc.
	By:	/s/ David Ayanoglou
	Name:	David Ayanoglou
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FIRST AMENDMENT TO THE EQUITY PURCHASE AGREEMENT DATED SEPTEMBER 22, 2026, BY AN 15.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB