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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):
February 26, 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 Material Definitive Agreement.
On February 26, 2026, Healthcare Triangle, Inc.
(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct
offering (A) an aggregate of 421,553 shares (the “Shares”) of common stock, par value $0.00001 per share (the “Common
Stock”), of the Company, at an offering price of $5.81 per share, and (B) 260,000 pre-funded warrants (the “Pre-Funded Warrants”)
in lieu of shares of Common Stock, at an offering price of $5.80999 (such registered direct offering, the “Offering”) for
aggregate gross proceeds of approximately $3.95 million, before deducting Offering expenses payable by the Company, including the Placement
Agent’s commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes. The Offering closed on February 27, 2026.
The Pre-Funded Warrants are immediately exercisable
and may be exercised at a nominal consideration of $0.00001 per share of Common Stock at any time until all of the Pre-Funded Warrants
are exercised in full.
The Pre-Funded Warrants contain ownership limitations
pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together
with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%)
of the Company’s outstanding Common Stock.
In connection with the Offering, the Company also
entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement
Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the
Offering, and (ii) reimbursed the Placement Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and
the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on
Form S-3 (File No. 333-276382) that was declared effective by the Securities and Exchange Commission (the “Commission”) on
January 31, 2024 and a prospectus supplement dated February 26, 2026, which was filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended.
The forms of the Purchase Agreement, Placement
Agency Agreement and Pre-Funded Warrant are filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are
incorporated by reference herein.
ITEM 7.01 Other Events.
On February 26, 2026, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Title |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Legal Opinion of Sichenzia Ross Ference Carmel LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release, dated February 26, 2026 |
| 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. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability
to successfully appeal the Nasdaq staff’s delisting determination and the Company’s ability to have an application to trade
on the OTCQB approved timely to commence trading if its common shares are delisted from Nasdaq. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
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: February 27, 2026 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
Exhibit 99.1
Healthcare Triangle Announces Approximately
$3.959 Million Registered Direct Financing of Common Stock
Priced At-The-Market Under Nasdaq Rules
PLEASANTON, Calif., February 26, 2026 (PR NEWSWIRE)
— Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation solutions
for healthcare and life sciences, today announced today that it has entered into definitive agreements for the purchase and sale of 681,553
shares of common stock (or prefunded warrants in lieu thereof), par value $0.00001 per share, at a purchase price of $5.81 per share in
a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about February
27, 2026, subject to the satisfaction of customary closing conditions.
D. Boral Capital, LLC is acting as sole placement
agent for the offering.
The gross proceeds to the Company from the offering
are expected to be approximately $3.959 million, before deducting placement agent fees and other offering expenses payable by the Company.
The securities described above is being offered
by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-276382) previously filed with the U.S.
Securities and Exchange Commission (“SEC”), under the Securities Act of 1933, as amended (the “Securities Act”),
and declared effective by the SEC on January 31, 2024. The offering of the shares of common stock is being made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement describing the terms
of the proposed registered direct offering and accompanying prospectus will be filed with the SEC. Electronic copies of the prospectus
supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at https://www.sec.gov or by contacting
D. Boral Capital, LLC, via email at dbccapitalmarkets@dboralcapital.com, by calling +1 (212) 970-5150, or by standard mail at D. Boral
Capital LLC, 590 Madison Ave 39th floor, New York, NY 10022
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Healthcare Triangle
Healthcare Triangle, Inc. based in Pleasanton,
California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support
healthcare organizations including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve
health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST
Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST Risk-based, 2-year (r2) Certified
status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the
adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats.
The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing
the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical & business performance optimization.
Forward-Looking Statements and Safe Harbor
Notice:
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that
the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related
prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Investors:
1-800-617-9550
ir@healthcaretriangle.com
