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2025-11-07
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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)
November 7, 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 5.07. Submission of Matters to a Vote
of Security Holders.
On November 7, 2025, 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; and (ii) ratified the appointment SRCO Professional Corporation, Chartered
Professional Accountants (“SRCO”) as the Company’s independent registered public accounting firm for the year
ending December 31, 2025.
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 October 15, 2025. Holders of 21,423,722 shares of the Company’s common
stock (and equivalent), or approximately 82.80% of the 25,873,304 shares of common stock (and equivalent) 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 2026 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 | | |
Withheld | | |
Broker
Non-Votes | |
| Sujatha Ramesh | |
2026 | |
| 20,253,344 | | |
| 7,524 | | |
| 1,162,854 | |
| Dave Rosa | |
2026 | |
| 20,171,021 | | |
| 89,847 | | |
| 1,162,854 | |
| Jainal Bhuiyan | |
2026 | |
| 20,244,585 | | |
| 16,283 | | |
| 1,162,854 | |
| Ron McClurg | |
2026 | |
| 20,250,055 | | |
| 10,813 | | |
| 1,162,854 | |
Proposal No. 2: Ratification of the Auditors
The Company’s shareholders approved the
resolution to approve SRCO as the Company’s independent public accounting firm for fiscal 2025. The table below sets forth the voting
results for Proposal 2:
| For | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| 21,275,588 | |
| 57,036 | | |
| 91,098 | | |
| 0 | |
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: November 10, 2025 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |