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  4. [8-K] Healthcare Triangle, Inc. Reports Material Event

Healthcare Triangle (Nasdaq: HCTI) raises MVLS buffer with 12.5M new shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Healthcare Triangle, Inc. reported unregistered issuances of common stock tied to two legacy M&A transactions. On July 28, 2026 it issued 9,718,373 shares in connection with its acquisition involving Teyame AI LLC and 2,828,167 shares under a Securities Exchange Agreement with SecureKloud Technologies Ltd., for a total of 12,546,540 new shares. These issuances were approved by shareholders and made under Section 4(a)(2) of the Securities Act and/or Regulation D, with no underwriters or commissions.

According to management, these legacy transactions increased common shares outstanding to 14,644,322 as of the close of business on July 28, 2026 and raised the company’s Market Value of Listed Securities to approximately $23,870,244, based on a $1.63 share price. This provides a buffer over Nasdaq’s newly approved $5 million minimum Market Value of Listed Securities continued listing standard, which the company says strengthens its compliance position.

Positive

  • Completion of the legacy share issuances lifted Market Value of Listed Securities to approximately $23,870,244, well above Nasdaq’s new $5 million minimum, which the company states substantially strengthens its continued listing compliance position.

Negative

  • The company issued an aggregate 12,546,540 new common shares, increasing shares outstanding to 14,644,322 and creating significant equity dilution for existing shareholders.

Insights

Analyzing...

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares issued in Teyame Transaction 9,718,373 shares Common stock issued on July 28, 2026 in connection with the Teyame AI LLC acquisition
Shares issued under SecureKloud agreement 2,828,167 shares Common stock issued on July 28, 2026 under the Securities Exchange Agreement with SecureKloud Technologies Ltd.
Total new shares issued 12,546,540 shares Aggregate common stock issued on July 28, 2026 across both legacy transactions
Shares outstanding 14,644,322 shares Total common stock outstanding as of the close of business on July 28, 2026
Market Value of Listed Securities $23,870,244 Estimated MVLS as of July 28, 2026 based on a $1.63 share price
Nasdaq MVLS minimum $5 million New Nasdaq continued listing requirement for Market Value of Listed Securities
Share price used for MVLS $1.63 per share Closing price of common stock on July 28, 2026 used to calculate MVLS
Market Value of Listed Securities financial
"minimum Market Value of Listed Securities (“MVLS”) of $5 million"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Regulation D regulatory
"in reliance upon the exemption provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."
continued listing requirement regulatory
"a new Nasdaq continued listing requirement establishing a minimum Market Value"
Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.

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

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FAQ

What share issuances did Healthcare Triangle (HCTI) report on July 28, 2026?
Healthcare Triangle issued 12,546,540 new common shares on July 28, 2026. That included 9,718,373 shares for the Teyame AI LLC acquisition and 2,828,167 shares under a Securities Exchange Agreement with SecureKloud Technologies Ltd., both previously approved by shareholders.

How many Healthcare Triangle (HCTI) shares are outstanding after the legacy transactions?
Following the legacy transactions, Healthcare Triangle had 14,644,322 common shares outstanding as of the close of business on July 28, 2026. This figure reflects the addition of 12,546,540 new shares issued in connection with the Teyame and SecureKloud agreements.

How do the new share issuances affect HCTI’s Nasdaq MVLS compliance?
The issuances increased Healthcare Triangle’s estimated Market Value of Listed Securities to about $23,870,244, based on a $1.63 share price. This stands above Nasdaq’s new $5 million minimum MVLS requirement and, according to the company, strengthens its continued listing position.

Under what exemptions were Healthcare Triangle (HCTI) shares issued in these transactions?
The new HCTI shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D. No underwriters participated and no commissions were paid in connection with these legacy M&A-related issuances.

What are the Teyame Transaction and SecureKloud Share Exchange mentioned by HCTI?
The Teyame Transaction is an acquisition involving Teyame AI LLC, while the SecureKloud Share Exchange is a Securities Exchange Agreement with SecureKloud Technologies Ltd. Together, these legacy deals led to issuing 12,546,540 HCTI shares and were approved by shareholders on July 17, 2026.

What stock price did Healthcare Triangle (HCTI) use to estimate its MVLS?
Healthcare Triangle used a closing stock price of $1.63 per share on July 28, 2026 to estimate its Market Value of Listed Securities at approximately $23,870,244. This value is compared against Nasdaq’s new $5 million MVLS continued listing threshold.
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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) July 28, 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 3.02. Unregistered Sales of Equity Securities.

 

I.Teyame Acquisition Share Issuance

 

On July 28, 2026, in connection with the closing of the acquisition contemplated by the Securities Purchase Agreement, dated January 22, 2026 (the “Teyame Transaction”), Healthcare Triangle, Inc. (the “Company”) issued an aggregate of 9,718,373 shares of its common stock, par value $0.00001 per share, to eight (8) entities at the direction of Teyame AI LLC, the seller to the Company in the Teyame Transaction.

 

The issuance of shares in connection with the Teyame Transaction was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriters were involved in the issuance, and no commissions were paid. The shares were issued without registration under the Securities Act in reliance upon the exemption provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

 

II.SecureKloud Securities Exchange Share Issuance

 

On July 28, 2026, pursuant to the Securities Exchange Agreement dated June 24, 2026 between the Company and SecureKloud Technologies Ltd. (the “Securities Exchange Agreement”), the Company issued an aggregate of 2,828,167 shares of its common stock, par value $0.00001 per share, toone individual and one entity.:

 

The issuance of shares pursuant to the Securities Exchange Agreement was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No underwriters were involved in the issuance, and no commissions were paid.

 

In the aggregate, the Company issued a total of 12,546,540 shares of common stock on July 28, 2026 in connection with the Teyame Transaction and the Securities Exchange Agreement.

 

Item 7.01 Regulation FD Disclosure.

 

On July 29, 2026, the Company issued a press release announcing the shares issuance. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Acquiror specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Pricing Press Release dated July 29, 2026
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

1

 

 

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: July 29, 2026 By:  /s/ David Ayanoglou
    David Ayanoglou
    Chief Financial Officer

 

2

 

Exhibit 99.1

 

Healthcare Triangle Completes Share Issuances Relating to Legacy M&A Transactions, Strengthening Compliance With Nasdaq’s New $5 Million Market Value Listing Standard

 

Common shares outstanding increase to 14,644,322 following the closing of two previously approved transactions, providing added cushion under Nasdaq’s newly effective Market Value of Listed Securities (MVLS) requirement

 

 

 

PLEASANTON, Calif. — July 29, 2026 — Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation, artificial intelligence, and cloud-infrastructure solutions for healthcare and life sciences organizations, today reported that, on July 24, 2026, it completed the issuance of an aggregate of 12,546,540 shares of common stock in connection with two previously shareholder-approved transactions: the closing of its acquisition involving Teyame AI LLC and related parties (the “Teyame Transaction”), and a Share Exchange Agreement with SecureKloud Technologies Ltd. Following these issuances, the Company’s total shares of common stock outstanding as of the close of business on July 28, 2026 was 14,644,322.

 

Supporting Compliance With Nasdaq’s New Continued Listing Standard

 

On July 22, 2026, the U.S. Securities and Exchange Commission approved a new Nasdaq continued listing requirement establishing a minimum Market Value of Listed Securities (“MVLS”) of $5 million, applicable to all companies listed on Nasdaq.

 

The increase in HCTI’s outstanding share count resulting from the Teyame Transaction and SecureKloud Share Exchange (together, the “Legacy Transactions”) meaningfully increases the Company’s Market Value of Listed Securities. As of July 28, 2026 the Company’s MVLS was approximately $23,870,244, based on a closing price of the Company’s sock of $1.63 per share on such date, providing the Company with a substantially strengthened compliance position under the new standard.

 

This press release does not constitute confirmation from Nasdaq of the Company’s compliance status under the new MVLS requirement; compliance determinations are made by Nasdaq based on the Company’s daily closing bid price and total shares listed.

 

Management Commentary

 

David Ayanoglou, Chief Financial Officer of Healthcare Triangle, said:

 

“The completion of the Legacy Transactions marks an important step in HCTI’s growth strategy. These issuances also meaningfully strengthen our position under Nasdaq’s new listing standard, giving our shareholders added confidence in the Company’s continued listing on the Nasdaq Global Market.”

 

About Healthcare Triangle, Inc. (Nasdaq: HCTI)

 

Healthcare Triangle, Inc. delivers advanced digital transformation, artificial intelligence, and cloud-infrastructure solutions for healthcare providers, payers, and life sciences organizations. HCTI strengthens healthcare delivery through enhanced security, compliance, data analytics, and operational efficiency.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding HCTI’s Market Value of Listed Securities, continued Nasdaq listing compliance, and the effects of the Teyame Transaction and SecureKloud Share Exchange. Forward-looking statements are identified by words such as “intends,” “estimates,” “anticipates,” “believes,” “expects,” “plans,” “target,” and similar expressions and their negatives. These statements are based on current expectations and assumptions and are subject to risks and uncertainties — including fluctuations in HCTI’s stock price, changes in shares outstanding, and Nasdaq’s application of its listing standards — that could cause actual results, including HCTI’s continued listing status, to differ materially. Compliance with Nasdaq’s MVLS requirement is determined by Nasdaq and depends on the Company’s closing bid price and total shares listed over time, which are outside the Company’s control. For additional discussion of risks, see HCTI’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission at www.sec.gov, particularly the section entitled “Risk Factors.” The Company undertakes no obligation to update these statements except as required by law.

 

Investor Relations & Capital Markets Contact

 

Healthcare Triangle, Inc. (Nasdaq: HCTI)

 

1-800-617-9550

 

ir@healthcaretriangle.com

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Press Releases

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