[8-K] Healthcare Triangle, Inc. Reports Material Event
Rhea-AI Filing Summary
Healthcare Triangle, Inc. entered into two major financing arrangements. It completed a private placement of 15% original issue discount senior convertible promissory notes with aggregate principal of $4.235 million, generating approximately $3.6 million in gross proceeds, maturing on December 12, 2026.
The notes are convertible after six months at 85% of the three-day volume-weighted average price of the common stock, subject to a $0.452 per share floor and Nasdaq shareholder approval limits. The company also signed an Equity Purchase Agreement with Hudson Global Ventures allowing it to require purchases of up to $50,000,000 of common stock over up to 36 months, with pricing at a 6% discount to specified market prices and a 4.99% beneficial ownership cap.
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Insights
HCTI secures near-term cash and a large equity backstop, with embedded dilution and approval conditions.
Healthcare Triangle, Inc. raised approximately $3.6 million in gross proceeds through 15% original issue discount senior convertible notes with a December 12, 2026 maturity. Conversion is at 85% of short-term VWAP with a $0.452 floor, linking repayment partly to the equity market.
The company also arranged up to $50,000,000 of potential equity financing via an Equity Purchase Agreement, with each draw priced at a 6% discount to recent trading and subject to a 4.99% beneficial ownership limitation and Nasdaq shareholder approval constraints. This structure can provide flexibility but implies possible dilution if fully utilized.
Execution depends on maintaining an effective resale registration statement and complying with shareholder approval thresholds. Failure to secure required stockholder approval by December 12, 2026 would be an event of default on the notes with liquidated damages, so future disclosures about approvals and actual drawdowns will shape the financing’s ultimate impact.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Original Issue Discount Senior Convertible Promissory Notes
On June 12, 2026, Healthcare Triangle, Inc. (the “Company”) completed a private placement offering (the “Note Offering”) of its 15% original issue discount senior convertible promissory notes (the “Notes”) in the aggregate principal amount of $4.235 million for aggregate gross proceeds of approximately $3.6 million, before deducting placement agent fees and other related offering expenses. The Notes were issued pursuant to a Securities Purchase Agreement, dated as of June 12, 2026 (the “Securities Purchase Agreement”), by and among the Company and the purchasers party thereto. WallachBeth Capital LLC acted as placement agent in connection with the Note Offering.
The Notes mature on December 12, 2026. At any time after the six-month anniversary of the original issue date, the Notes are convertible, in whole or in part, at the option of the holders into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a conversion price equal to 85% of the volume weighted average price of the Common Stock for the three Trading Days immediately preceding the applicable conversion date, subject to a floor price of $0.452 per share and adjustment as provided in the Notes. The Company may prepay all or any portion of the Notes at a prepayment price equal to 102.5% of the outstanding principal amount being prepaid, plus accrued and unpaid interest and any other amounts then owing under the Notes. In addition, upon the consummation of certain financing transactions during the term of the Notes, the Company is required to repay an amount equal to 25% of the net proceeds of such financing transaction, subject to the holder’s right to waive such repayment.
The conversion of the Notes is subject to customary beneficial ownership limitations and to applicable Nasdaq shareholder approval limitations. If the Company fails to obtain required stockholder approval on or before December 12, 2026, such failure will constitute an event of default under the Notes and will result in liquidated damages as provided in the Securities Purchase Agreement and the Notes.
Equity Line Transaction
On June 12, 2026, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). Pursuant to the Equity Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of Common Stock having an aggregate purchase price of up to $50,000,000. The Commitment Period ends on the earliest of (i) the date on which the Investor has purchased shares equal to the $50,000,000 maximum commitment amount, (ii) 36 months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to the Investor, subject to certain limitations, and (iv) certain bankruptcy-related events.
Under the Equity Purchase Agreement, each put must be in a minimum amount of not less than $25,000, calculated using the initial purchase price, and may not exceed the lesser of $2,500,000, calculated using the initial purchase price, and 200% of the average daily trading value. The purchase price for shares sold under the Equity Purchase Agreement will be the lesser of (i) 94% of the average of the three lowest traded prices of the Common Stock on the principal market during the five Trading Days immediately preceding the applicable put date and (ii) 94% of the lowest traded price of the Common Stock on the principal market during the valuation period, subject to the terms and conditions set forth in the Equity Purchase Agreement. The Company’s ability to sell shares under the Equity Purchase Agreement is subject to various conditions, including the effectiveness of a registration statement covering the resale of the shares, Nasdaq shareholder approval limitations, a 4.99% beneficial ownership limitation, DWAC eligibility and minimum pricing conditions.
In connection with the Equity Purchase Agreement, the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to purchase up to 50,000 shares of Common Stock at an exercise price of $0.00001 per share, subject to adjustment as provided in the Warrant. The Warrant is exercisable at any time on or after June 12, 2026 until 5:00 p.m. Eastern time on the date that is five years after June 12, 2026, subject to the terms and limitations set forth therein, including a 4.99% beneficial ownership limitation and the Nasdaq shareholder approval limitations set forth in the Equity Purchase Agreement.
Also on June 12, 2026, the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement” and, together with the Equity Purchase Agreement and the Warrant, the “Equity Line Transaction Documents”). Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission an initial registration statement covering the maximum number of registrable securities permitted to be included thereon within 45 calendar days after the date of the Registration Rights Agreement and to use reasonable commercial efforts to have the registration statement declared effective within 90 calendar days after the date of the Registration Rights Agreement. The Registration Rights Agreement provides that the registration statement must remain effective and available for resale by the Investor until the Investor has sold all registrable securities covered thereby and the maximum commitment amount under the Equity Purchase Agreement has been drawn down by the Company.
The foregoing descriptions of the Securities Purchase Agreement, the Notes, the Equity Purchase Agreement, the Registration Rights Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed as Exhibits 10.1, 4.1, 10.2, 10.3 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Notes is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Note Offering, the Notes, the shares of Common Stock issuable upon conversion of the Notes, the Equity Purchase Agreement, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant is incorporated by reference into this Item 3.02. The Notes, the shares issuable upon conversion of the Notes, the Warrant and the shares issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold, or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
Item 7.01 Regulation FD Disclosure.
On June 12, 2026, the Company issued a press release announcing the closing of the Note Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Title | |
| 4.1 | Form of Original Issue Discount Senior Convertible Promissory Note due December 12, 2026. | |
| 4.2 | Common Stock Purchase Warrant issued to Hudson Global Ventures, LLC, dated June 12, 2026. | |
| 10.1 | Securities Purchase Agreement, dated as of June 12, 2026, by and among Healthcare Triangle, Inc. and the purchasers party thereto. | |
| 10.2 | Equity Purchase Agreement, dated as of June 12, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC. | |
| 10.3 | Registration Rights Agreement, dated as of June 12, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC. | |
| 99.1 | Press Release, dated June 12, 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. 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.
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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: June 15, 2026 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Healthcare Triangle, Inc. Announces Closing of Private Placement Offering of Original Issue Discount Senior Convertible Promissory Notes for Gross Proceeds of Approximately $3.6 Million
PLEASANTON, Calif., June 12, 2026 (PR NEWSWIRE) — Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation solutions for healthcare and life sciences, today announces the closing of a private placement of its 15% original issue discount senior convertible promissory notes in the aggregate principal amount of $4.235 million for aggregate gross proceeds of approximately $3.6 million, before deducting placement agent fees and other related offering expenses. The notes mature on December 12, 2026 and, subject to the terms and limitations set forth therein, are convertible at the option of the holder at any time after the six-month anniversary of the original issue date at a conversion price per share equal to 85% of the VWAP of the Company’s common stock for the three (3) Trading Days immediately preceding the date of the applicable conversion notice. The Company expects to use the net proceeds from the offering for repayment of certain prior indebtedness, potential strategic acquisitions, and general working capital purposes.
WallachBeth Capital LLC acted as the placement agent in connection with the offering.
The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Additional details regarding the notes and the transaction will be included in the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission and will be available at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of such 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
This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that HCTI expects, believes or anticipates will or may occur in the future. Forward-looking statements often contain words such as “intends,” “estimates,” “anticipates,” “hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,” “will,” “would,” “target,” “aims” and similar expressions and the negative versions thereof. Such statements are based on HCTI’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances and speak only as of the date made. Forward-looking statements are inherently uncertain, and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause actual results to be materially different than those expressed in forward-looking statements, please review the Company’s Annual Report on Form 10-K and other reports on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled “Risk Factors.” The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise, except as required by law.