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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): March
11, 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
8.01 Other Events.
On March 11, 2026, Healthcare Triangle, Inc. (the
“Company”) issued a press release announcing that the Board of Directors of the Company had approved a share repurchase
program under which the Company may repurchase up to $2,000,000 of its outstanding shares of common stock on the open market, in accordance
with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The Company’s decision to repurchase its shares,
as well as the timing of such repurchases, will depend on a variety of factors that include ongoing assessments of the Company’s
capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined
by management. The repurchase program may be suspended or discontinued at any time. There can be no assurances as to the precise number
of shares that will be repurchased under the share repurchase program, and the Company may discontinue the share repurchase program at
any time subject to compliance with applicable regulatory requirements. Shares purchased pursuant to the share repurchase program
will either be cancelled or held in the Company’s treasury.
A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Title |
| 99.1 |
|
Press Release, dated March 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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 March 31, 2025, 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: March 11, 2026 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
2
Exhibit 99.1
Healthcare Triangle, Inc. Announces Approval of
$2 Million Share Repurchase Plan
PLEASANTON, Calif., March 11, 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 announces
that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $2,000,000 of its outstanding
common stock (“2026 Share Repurchase Plan”). The 2026 Share Repurchase Plan was approved by the Company’s Board of
Directors on March 9, 2026, and became effective immediately.
Under the newly authorized plan, the Company may repurchase
shares of its common stock from time to time through open market transactions, privately negotiated transactions, or other means in accordance
with applicable securities laws and regulations. Repurchases may be conducted pursuant to Rule 10b-18 under the Securities Exchange Act
of 1934, as well as under Rule 10b5-1 trading plans that may be adopted by the Company. The timing, volume, and nature of repurchases
will be determined by management at its discretion based on market conditions, the trading price of the Company’s common stock,
corporate liquidity requirements, applicable legal requirements, and other factors.
The repurchase program authorizes purchases of up
to an aggregate of $2,000,000 of the Company’s common stock. The program does not obligate the Company to acquire any particular
amount of shares, and the program may be suspended, modified, or discontinued at any time at the Company’s discretion. Any shares
repurchased under the program may be held as treasury stock or retired, as determined by the Company.
“The approval of this share repurchase program
reflects the Board’s commitment to prudent capital allocation and its confidence in the Company’s long-term strategy,”
said David Ayanoglou, Chief Financial Officer of Healthcare Triangle, Inc. “The program provides the Company with flexibility
to opportunistically repurchase shares while continuing to support our operational and strategic priorities.”
The Board also authorized the Company’s officers
to take all necessary actions to implement the plan, including engaging qualified brokers and making required filings with the Securities
and Exchange Commission. The Company may fund repurchases under the program using available cash and cash equivalents or other sources
of liquidity.
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, please visit www.healthcaretriangle.com
Forward-Looking Statement:
This report contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements
regarding the Company’s share repurchase program, including the timing, amount, and method of any repurchases. These statements
are based on current expectations, estimates, forecasts, and projections about the industry and markets in which Healthcare Triangle,
Inc. operates, as well as management’s beliefs and assumptions. Forward-looking statements include, but are not limited to, statements
regarding revenue growth, margin expansion, market opportunities, and strategic initiatives. These statements involve risks, uncertainties,
and assumptions that are difficult to predict. Actual outcomes may differ materially from those expressed or implied in any forward-looking
statements due to various factors beyond the company’s control, including changes in market conditions, client demand, regulatory
developments, and execution risks. Readers are cautioned not to place undue reliance on these forward-looking statements. Healthcare Triangle,
Inc. undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law.
Investors:
1-800-617-9550
ir@healthcaretriangle.com
