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

Healthcare Triangle (Nasdaq: HCTI) holders approve major new stock issuance plans

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

Rhea-AI Filing Summary

Healthcare Triangle, Inc. held a virtual annual meeting on July 17, 2026, where holders of 20,386,046 shares, representing 92.55% of the 22,027,783 shares entitled to vote, were present or represented. Shareholders elected four directors for one-year terms through 2027 and ratified SRCO Professional Corporation as independent registered public accounting firm for the year ending December 31, 2026.

Shareholders approved an amendment to the 2020 Stock Incentive Plan to add automatic annual share increases beginning fiscal 2026, equal to the greater of 2,000,000 shares, 20% of outstanding common stock, or an amount set by the plan administrator, with the amendment running until December 31, 2030. They also approved multiple equity-related items: issuance of 2,828,167 shares under a settlement with SecureKloud Technologies Ltd.; issuance of up to 11,869,397 shares in the Teyame transaction; potential issuances above the Exchange Cap under an ELOC Purchase Agreement with Hudson Global Ventures, LLC; issuances underlying original issue discount senior secured convertible debentures; future below-Minimum Price issuances under Nasdaq Listing Rule 5635(d); and the ability to adjourn or postpone the meeting to solicit additional proxies.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 20,386,046 shares Shares present or represented at July 17, 2026 annual meeting
Shares outstanding entitled to vote 22,027,783 shares Common stock issued, outstanding and entitled to vote at meeting
Meeting participation 92.55% Percentage of eligible shares represented at the annual meeting
Settlement shares 2,828,167 shares Common stock to be issued under June 24, 2026 Settlement Agreement with SecureKloud Technologies Ltd.
Teyame transaction shares up to 11,869,397 shares Maximum common stock issuable under Teyame Share Purchase Agreement
Minimum annual plan increase 2,000,000 shares Minimum yearly increase under 2020 Stock Incentive Plan beginning fiscal 2026
Plan amendment end date December 31, 2030 Amendment terminates with the 2020 Stock Incentive Plan on this date
Nasdaq Listing Rule 5635(d) regulatory
"approved, for purposes of Nasdaq Listing Rule 5635(d), any future issuance"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
20% Issuance regulatory
"any future issuance of the Company’s securities that is a 20% Issuance"
Exchange Cap financial
"issuance of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement"
original issue discount senior secured convertible debentures financial
"common stock underlying the original issue discount senior secured convertible debentures issued"
ELOC Purchase Agreement financial
"pursuant to the ELOC Purchase Agreement, dated June 12, 2026, by and between the Company and Hudson Global Ventures"

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FAQ

What did HCTI shareholders approve at the July 17, 2026 annual meeting?
Shareholders elected four directors, ratified SRCO Professional Corporation as auditor, amended the 2020 Stock Incentive Plan, and approved several equity issuance proposals, including settlement, acquisition, financing-related issuances, and authority to adjourn or postpone the meeting to solicit additional proxies.

How many shares were represented at Healthcare Triangle (HCTI)'s 2026 annual meeting?
A total of 20,386,046 shares of Healthcare Triangle common stock were represented, equal to approximately 92.55% of the 22,027,783 shares issued, outstanding, and entitled to vote, including common stock and Series A Super Voting Preferred Stock.

What change was made to Healthcare Triangle (HCTI)'s 2020 Stock Incentive Plan?
Shareholders approved automatic annual increases beginning fiscal 2026 equal to the greater of 2,000,000 shares, 20% of total outstanding common shares, or a number set by the plan administrator, with the amendment lasting until the plan’s termination on December 31, 2030.

What Teyame transaction shares did Healthcare Triangle (HCTI) approve?
Shareholders authorized issuance of up to 11,869,397 shares of common stock under a Share Purchase Agreement with Teyame AI Holdings Inc., Teyame AI LLC, CH 109, S.L., and two individuals, approved under Nasdaq Listing Rule 5635(a).
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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 17, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On July 17, 2026, at the virtual annual meeting of shareholders (the “Annual Meeting”), the shareholders of Healthcare Triangle, Inc. (the “Company”): (i) elected four (4) directors to serve a one (1) year term; (ii) ratified the appointment of SRCO Professional Corporation, Chartered Professional Accountants as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved a proposal to amend the 2020 Stock Incentive Plan to provide for automatic annual increases in shares reserved under the Plan; (iv) approved one or more future issuances under Nasdaq Listing Rule 5635(d); (v) approved the issuance of 2,828,167 shares of common stock pursuant to a Settlement Agreement in accordance with Nasdaq Listing Rule 5635(a); (vi) approved the issuance of securities in connection with the Teyame Transaction under Nasdaq Listing Rule 5635(a); (vii) approved the issuance of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement under Nasdaq Listing Rule 5635(d); (viii) approved the issuance of common stock underlying the OID Senior Secured Convertible Debentures under Nasdaq Listing Rules 5635(b) and 5635(d); and (ix) approved the adjournment or postponement of the Annual Meeting, if necessary or appropriate, to solicit additional proxies.

 

The proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) that was filed with the Securities and Exchange Commission on June 26, 2026. Holders of 20,386,046 shares of the Company’s common stock, or approximately 92.55% of the 22,027,783 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Annual Meeting. The shares entitled to vote include the common stock of the Company and the Company’s Series A Super Voting Preferred Stock.

 

The following are the final voting results on the proposals presented to the Company’s shareholders at the Annual Meeting.

 

Proposal No. 1: Election of Directors

 

The Company’s shareholders elected all of the director nominees nominated by the Board to serve for a one-year term, until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified. The table below sets forth the voting results for Proposal 1:

 

Director  Term
Expires		   For   Against   Abstain   Broker
Non-Votes		 
Dave Rosa   2027    20,038,467    12,328    796    334,455 
Sujatha Ramesh   2027    20,041,105    9,963    521    334,457 
Ronald McClurg   2027    20,044,048    6,778    765    334,455 
Jainal Bhuiyan   2027    20,028,359    22,466    765    334,456 

 

Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The Company’s shareholders approved the resolution to ratify the appointment of SRCO Professional Corporation, Chartered Professional Accountants as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for Proposal 2:

 

For   Against   Abstain   Broker Non-Votes
20,379,459    5,071    1,516    0

 

1

 

 

Proposal No. 3: Approval of the Amendment to the 2020 Stock Incentive Plan to Provide for Automatic Annual Increases in Shares Reserved Under the Plan

 

The Company’s shareholders approved the resolution to amend (the “Plan Amendment”) the Healthcare Triangle, Inc. 2020 Stock Incentive Plan (“Plan”) to provide  for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2026 fiscal year, in an amount equal to the greater of (a) 2,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year. The Plan Amendment will terminate with the termination of the Plan on December 31, 2030. The table below sets forth the voting results for Proposal 3:

 

For   Against   Abstain   Broker Non-Votes
20,025,153    25,144    1,293    334,456

 

Proposal No. 4: Approval of One or More Future Issuances Under Nasdaq Listing Rule 5635(d) 

 

The Company’s shareholders approved, for purposes of Nasdaq Listing Rule 5635(d), any future issuance of the Company’s securities that is a 20% Issuance (as defined in Nasdaq Listing Rule 5635(d)(1)(B)), is sold at a price that is below the Minimum Price and is sold on terms that are within the Nasdaq Parameters. The table below sets forth the voting results for Proposal 4:

 

For   Against   Abstain   Broker Non-Votes
20,029,915    20,364    1,312    334,455

 

Proposal No. 5: Approval of the Issuance of 2,828,167 Shares of Common Stock Pursuant to the Settlement Agreement in Accordance with Nasdaq Listing Rule 5635(a)

 

The Company’s shareholders approved the issuance of 2,828,167 shares of common stock pursuant to a Settlement Agreement dated June 24, 2026 between the Company and SecureKloud Technologies Ltd., as required under Nasdaq Listing Rule 5635(a). The table below sets forth the voting results for Proposal 5:

 

For   Against   Abstain   Broker Non-Votes
20,031,495    18,351    1,444    334,756

 

Proposal No. 6: Approval of the Issuance of Securities in Connection with the Teyame Transaction Under Nasdaq Listing Rule 5635(a)

 

The Company’s shareholders approved the issuance of up to 11,869,397 shares of common stock that may be issued pursuant to the Share Purchase Agreement, dated January 22, 2026 and amended on June 24, 2026, among the Company, Teyame AI Holdings Inc., Teyame AI LLC, CH 109, S.L., and Ivan Montero Rebato and Maria Luisa Sanchez Fernando, as required under Nasdaq Listing Rule 5635(a). The table below sets forth the voting results for Proposal 6:

 

For   Against   Abstain   Broker Non-Votes
20,031,454    18,691    1,444    334,457

 

Proposal No. 7: Approval of the Issuance of Common Stock in Excess of the Exchange Cap Pursuant to the ELOC Purchase Agreement Under Nasdaq Listing Rule 5635(d)

 

The Company’s shareholders approved the potential issuance of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement, dated June 12, 2026, by and between the Company and Hudson Global Ventures, LLC, as required under Nasdaq Listing Rule 5635(d). The table below sets forth the voting results for Proposal 7:

 

For   Against   Abstain   Broker Non-Votes
20,030,981    19,775    836    334,454

 

2

 

 

Proposal No. 8: Approval of the Issuance of Common Stock Underlying the OID Senior Secured Convertible Debentures Under Nasdaq Listing Rules 5635(b) and 5635(d)

 

The Company’s shareholders approved the potential issuance of common stock underlying the original issue discount senior secured convertible debentures issued pursuant to the Securities Purchase Agreement dated June 12, 2026 between the Company and certain investors, as required by Nasdaq Listing Rules 5635(b) and 5635(d). The table below sets forth the voting results for Proposal 8:

 

For   Against   Abstain   Broker Non-Votes 
20,031,635    19,119    837    334,455 

 

Proposal No. 9: Approval of Adjournment or Postponement of the Annual Meeting

 

The Company’s shareholders approved one or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of one or more of the foregoing proposals. The table below sets forth the voting results for Proposal 9:

 

For   Against   Abstain   Broker Non-Votes 
20,366,003    19,612    430    1 

 

3

 

 

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 20, 2026 By: /s/ David Ayanoglou
    David Ayanoglou
    Chief Financial Officer

 

4

Source: View Original Filing on SEC EDGAR

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