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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): April 7, 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
1.01. Entry into a Material Definitive Agreement.
On
April 7, 2026, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), entered into a Platform Development
Agreement (the “Agreement”) with SecureKloud Technologies Limited, an Indian corporation (“SKL”),
as lead contractor, and Blockedge Technologies Inc., a subsidiary of SKL (“Blockedge”), as sub-contractor. The Agreement
is made effective as of March 31, 2026. The Agreement supplements and amends the Company’s master services agreements dated April
1, 2023 and January 1, 2025 (collectively, the “MSAs”), and except as expressly stated in the Agreement, the terms
and conditions of the MSAs remain in full force and effect.
Pursuant
to the Agreement, SKL, with the assistance of Blockedge, will design, develop, test, and deliver an integrated health advisory and care
platform and related tools, including document management artificial intelligence tools, in accordance with functional specifications
and a project plan. The platform and tools are intended to form part of the Company’s (together with its subsidiaries) commercial
product offerings. The Company will monitor development progress periodically, and SKL and Blockedge will endeavor to incorporate comments
or modifications from the Company in the development of the intellectual property rights and tools being procured under the Agreement.
The
project term commenced March 31, 2026, and is expected to be completed within 12 to 15 months, but in no event later than September 30,
2027.
The
Agreement provides that all intellectual property rights in and to the deliverables and tools developed under the Agreement, including
enhancements and derivative works, will be owned exclusively by the Company. SKL and its subsidiaries irrevocably assign to the Company
all such rights and ownership interests, and SKL and its subsidiaries, including Blockedge, will have no ongoing rights, ownership, commissions,
or royalties arising out of the deployment or use of such intellectual property rights and tools developed exclusively for the Company
and its subsidiaries pursuant to the Agreement. The tools are to be developed for deployment solely by the Company and its subsidiaries,
primarily in North American and European markets, but the Company may deploy the tools globally without any approval or consent requirement
from SKL or Blockedge.
The
Agreement includes an acknowledgment regarding advances previously paid by the Company to SKL and Blockedge that were outstanding as
of March 31, 2026, consisting of an advance of approximately $3.48 million to SKL and an advance of approximately $0.345 million to Blockedge.
The Agreement further provides that the advances received by Blockedge are transferred to SKL and are subject to being offset against
invoices to be raised by SKL. SKL will issue monthly invoices for services rendered by SKL and Blockedge, inclusive of applicable transfer
pricing and applicable taxes, by the fifth working day of each month for the preceding month, and the Company will have the right to
offset such invoices against the advance payments previously made, at the Company’s discretion. The Agreement also provides that
the Company will not make any further payment to SKL or Blockedge for services performed under the Agreement unless and until the cumulative
advance payments up to the maximum approved amount are fully offset and settled as described in the Agreement.
The
parties agreed that the total budget for the project will be no more than $3.0 million, with an additional $0.2 million contingency budget,
subject to amendment. Any cost overrun beyond $3.2 million (including the contingency) must be pre-approved by the Company in writing
prior to being incurred, together with reasonable explanations regarding such overrun.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Title |
| 10.1 |
|
Platform Development Agreement, dated April 7, 2026, by and among Healthcare Triangle, Inc., SecureKloud Technologies Limited and Blockedge Technologies Inc. |
| 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:
April 10, 2026 |
By: |
/s/
David Ayanoglou |
| |
|
David
Ayanoglou |
| |
|
Chief
Financial Officer |
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