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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 2, 2025
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 1.01. Entry into a Material Definitive
Agreement.
On October 2, 2025, Healthcare Triangle, Inc.
(the “Company”) entered into a warrant inducement letter (the “Inducement Agreement”) with certain holders (the
“Holders”) of the Company’s warrants to purchase shares of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”), issued in a private placement offering that closed on February 28, 2025 (the “Existing Warrants”).
Pursuant to the Inducement Agreement, the Holders of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase
an aggregate of up to 1,429,528 shares of Common Stock (the “Existing Warrant Shares”), at the reduced exercise price of $2.00
per share. The transactions contemplated by the Inducement Agreement (the “Warrant Inducement”) were consummated on October
2, 2025, October 3, 2025, and October 8, 2025 (together the “Closing Date”). The Company received aggregate gross proceeds of approximately
$2.85 million, before deducting advisory fees and other expenses payable by the Company.
In consideration of the Holders’ immediate
exercise of the Existing Warrants in accordance with the Inducement Agreement, the Company issued unregistered Common Stock Purchase Warrants
(the “New Warrants”) to purchase an aggregate of up to 1,429,528 shares of Common Stock (100% of the number of Existing Warrant
Shares issued upon exercise of the Existing Warrants) (the “New Warrant Shares”) to the Holders of the Existing Warrants.
The Existing Warrant Shares have been registered
pursuant to a registration statement on Form S-1 (File No. 333-286331), which was declared effective by the Securities and Exchange Commission
(the “SEC”) on May 14, 2025.
The Company agreed in the Inducement Agreement
to file a registration statement to register the resale of the New Warrant Shares (the “Resale Registration Statement”) as
soon as practicable (and in any event within 15 calendar days following the date of the Inducement Agreement), and to use commercially
reasonable efforts to have the Resale Registration Statement declared effective by the SEC and to keep such registration statement effective
at all times until the Holders no longer own any New Warrants or New Warrant Shares.
The Company expects to use the net proceeds from
these transactions for working capital and other general corporate purposes.
WallachBeth Capital, LLC acted as the financial
advisor (the “Financial Advisor”) on a “reasonable best efforts” basis, in connection with the Warrant Inducement
to a financial advisory agreement, dated October 2, 2025, by and between the Company and the Financial Advisor (“Letter of Engagement”).
Pursuant to the Letter of Engagement, the Financial Advisor received a cash fee of 6.0% of the aggregate gross proceeds paid to the Company
for the securities sold in the Warrant Inducement and reimbursement of certain out-of-pocket expenses up to a maximum of $20,000. As additional
compensation to the Financial Advisor in connection with the Warrant Inducement, the Company agreed to issue to the designees of the Financial
Advisor, warrants (“Advisor Warrants”) to purchase shares of Common Stock (the “Advisor Warrant Shares”), equal
to approximately 2.0% of the number of New Warrant Shares issued in the offering, at an exercise price per share equal to $3.00, which
is equal to the exercise price of the New Warrants. The Advisor Warrants have substantially the same terms as the New Warrants. In addition, pursuant to the terms
of the Letter of Engagement, the Financial Advisor has the right of first refusal for a period of six (6) months after the Closing Date
to participate in each and every future public and private equity and debt offerings of the Company, or any successor to or any subsidiary
of the Company in any U.S. stock exchange during such six (6) month period.
Terms of the New Warrants
The New Warrants have an exercise price of $3.00
per share, subject to adjustment as provided in the New Warrants, will be exercisable at any time on or after the date on which the
Company receives stockholder approval of the exercisability of the New Warrants and the issuance of the New Warrant Shares upon exercise
thereof (the “Stockholder Approval Date”) and have a term of exercise of five (5) years from the date of their issuance.
If at any time after the six-month
anniversary of the Closing Date, a registration statement registering the issuance of the New
Warrant Shares under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the New
Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock
determined according to the formula set forth in the New Warrants.
The exercise price of the New Warrants, and the
number of New Warrant Shares, are subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization,
reorganization or similar transaction, as described in the New Warrants. The Company may also at any time during the term of the New Warrants,
subject to the prior written consent of the holder, voluntarily reduce the then current exercise price to any amount and for any period
of time, subject to the rules and regulations of Nasdaq.
A holder will not have the right to exercise any
portion of the New Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election
of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of such warrants. However, any holder may increase or decrease such percentage, provided
that any increase will not be effective until the 61st day after such election.
In the event of a Fundamental Transaction (as
such term is defined in the New Warrants), then the successor entity will succeed to, and be substituted for the Company, and may exercise
every right and power that the Company may exercise and will assume all of its obligations under the New Warrants with the same effect
as if such successor entity had been named in the warrant itself. If holders of Common Stock are given a choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it
receives upon any exercise of the New Warrants following such Fundamental Transaction. In addition, the successor entity, at the request
of holders of New Warrants, will be obligated to purchase any unexercised portion of the New Warrants in accordance with the terms thereof.
Except as otherwise provided in the New Warrants
or by virtue of such holder’s ownership of shares of Common Stock, the holder of the New Warrants will not have the rights or privileges
of a holder of Common Stock, including any voting rights, until the holder exercises such warrant.
The New Warrants and the New Warrant Shares described
herein are being issued in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b)
promulgated thereunder.
The foregoing summaries of each of the New Warrants,
the Advisor Warrants, and the Inducement Agreement, do not purport to be complete and are qualified in their entirety by reference to
the definitive transaction documents, copies of which are attached hereto as Exhibits 4.1, 4.2, and 10.1, respectively, and are each incorporated
herein by reference.
The Company notes that the representations, warranties
and covenants made by the Company in any agreement that is incorporated by reference herein were made solely for the benefit of the parties
to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements. In addition, the
assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with
respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties
or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration
statement.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure regarding the New Warrants, the
New Warrant Shares, the Advisor Warrants and the Advisor Warrant Shares set forth under Item 1.01 is incorporated by reference into this
Item 3.02. The New Warrants, the New Warrant Shares, the Advisor Warrants and the Advisor Warrant Shares are being issued in a private
placement transaction and have not been registered under the Securities Act and may not be sold in the United States absent registration
or an applicable exemption from the registration requirements.
Item 3.03. Material Modification to Rights
of Security Holders.
To the extent required by Item 3.03 of this Current
Report on Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K and Exhibit 10.1 to this Current Report
on Form 8-K regarding the Existing Warrants are incorporated herein by reference.
Item 8.01. Other Events.
On October 2, 2025, and October 3, 2025, the Company
issued a press release announcing the transactions contemplated pursuant to the Inducement Agreement. A copy of the press releases is
furnished herewith as Exhibits 99.1, and 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of New Warrant |
| 4.2 |
|
Form of Advisor Warrant |
| 10.1 |
|
Form of Warrant Inducement Letter |
| 99.1 |
|
Press release issued by Healthcare Triangle, Inc. on October 2, 2025 |
| 99.2 |
|
Press release issued by Healthcare Triangle, Inc. on October 3, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
| Date: October 8, 2025 |
By: |
/s/ David Ayanoglou |
| |
Name: |
David Ayanoglou |
| |
Title: |
Chief Financial Officer |
