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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):
January 22, 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 January 22, 2026, Healthcare Triangle, Inc.,
a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”),
by and among (i) Teyame AI Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”),
(ii) the Company, (iii) Teyame AI LLC, a St Kitts and Nevis corporation (the “Intermediary Seller”), (iv) CH 109, S.L.,
a company incorporated in Spain (“CH 109”), and (v) Ivan Montero Rebato and Maria Luisa Sanchez Fernandez (together
with CH 109, S.L., the “Original Sellers”).
The Share Purchase Agreement provides for the
acquisition by Buyer from the Intermediary Seller of all of the outstanding equity interests of (a) Teyamé 360 S.L. (represented
by 110,302 shares/participaciones sociales) and (b) Datono Mediación S.L. (represented by 3,006 shares/participaciones sociales),
each a Spanish company (collectively, the “Acquired Companies”). The Share Purchase Agreement provides that the closing
of the transactions contemplated thereby occurred on January 29, 2026 (the “Closing Date”), and that the transactions
are deemed effective as of 12:01 a.m. Eastern Time on January 1, 2026 (the “Effective Date”).
The aggregate purchase price for the Acquired
Companies is up to $50.0 million, subject to the terms and conditions set forth in the Share Purchase Agreement. The consideration consists
of a cash component and equity component, with an additional earnout component payable in the Company’s preferred stock upon achievement
of specified post-closing performance targets. The cash consideration includes: (i) $3.0 million previously paid pursuant to an advance
agreement dated December 3, 2025, (ii) $6.0 million payable on or before January 29, 2026, (iii) $3.0 million payable on April 29, 2026,
and (iv) $3.0 million payable on the earlier of the Intermediary Seller obtaining certain VAT clearances and change-of-control waivers
with respect to bank accounts and insurance policies of the Acquired Companies, or six months from the date of the Share Purchase Agreement
(but in no event prior to April 29, 2026).
The equity consideration includes (a) restricted
shares of the Company’s common stock with an agreed value of $12.0 million and (b) a series of the Company’s preferred stock
with an agreed value of $18.0 million that is convertible into the Company’s common stock. The number of shares of common stock
issued as part of the equity consideration, and the number of shares of common stock underlying the preferred stock, are determined by
reference to a “Base Price” equal to the average of the volume-weighted average prices (“VWAPs”) of the
Company’s common stock for the five trading days immediately prior to the Closing Date, as further defined in the Share Purchase
Agreement. The preferred stock is not convertible into common stock until applicable shareholder approval is obtained as contemplated
by the Share Purchase Agreement. The Share Purchase Agreement also includes a mechanism intended to limit issuance in excess of 19.99%
of the Company’s outstanding common stock immediately prior to issuance, including the issuance of a pre-funded warrant for any
excess shares in lieu of issuing shares in excess of such limitation at closing, and provides that the pre-funded warrant would have a
nominal exercise price and be exercisable on a cashless basis, subject to the terms of the Share Purchase Agreement.
In addition, the Share Purchase Agreement provides
for certain adjustments and contingent issuances in specified circumstances. Among other things, if the Company effects a reverse stock
split within 90 days of the Closing Date and, for 10 consecutive trading days during such period, the closing price of the Company’s
common stock is below the Base Price, then, on the tenth trading day, the Company is required to issue to the Intermediary Seller additional
shares of common stock calculated by reference to the number of shares that would have been received at closing if the Base Price had
equaled the closing price on such tenth trading day, including with respect to shares underlying the preferred stock and the pre-funded
warrant.
The Share Purchase Agreement further provides
that the purchase price was based on certain pricing assumptions, and that if, based on Buyer’s good-faith review of the Acquired
Companies’ financial information after closing, actual results are less than the projected amounts reflected in such pricing assumptions,
Buyer may make a proportional downward adjustment to the purchase price, subject to dispute resolution provisions set forth in the Share
Purchase Agreement.
The Share Purchase Agreement also provides for
an earnout payable in the Company’s preferred stock to certain key management employees of the Acquired Companies, with an aggregate
value of up to $5.0 million, subject to achievement of specified annual targets. The earnout is structured as two annual tranches valued
at $2.5 million each, tied to gross revenue and EBITDA targets for the fiscal years ending December 31, 2026, and December 31, 2027, respectively,
as set forth in the Share Purchase Agreement.
The Share Purchase Agreement contains customary
representations, warranties, covenants, and closing conditions, including provisions addressing taxes and post-closing matters. The Share
Purchase Agreement also includes indemnification provisions, including a loss threshold before indemnification becomes payable and an
overall cap on liability, subject to specified exceptions.
The Share Purchase Agreement further contains
post-closing restrictive covenants, including a non-competition covenant for a two-year period following closing, subject to the terms
and definitions set forth therein.
The foregoing description of the Share Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement,
which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, Buyer completed the acquisition from the Intermediary
Seller of all of the outstanding equity interests of the Acquired Companies pursuant to the Share Purchase Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the transactions described
under Items 1.01 and 2.01 of this Current Report on Form 8-K, the Company issued restricted shares of its common stock and a series of
its preferred stock that is convertible into shares of the Company’s common stock (and, in certain circumstances, a pre-funded warrant
to acquire shares of the Company’s common stock), as contemplated by the Share Purchase Agreement. The securities issued in connection
with the Share Purchase Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Company issued such securities in a transaction
not involving any public offering in reliance on an exemption from the registration requirements of the Securities Act.
Item 7.01 Regulation FD Disclosure
In connection with the transaction described in
Items 1.01 and 2.01 of this Current Report on Form 8-K, the Company issued a press release on January 22, 2026 announcing the entry into
of the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information furnished pursuant to this Item
7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated as of January 22, 2026. |
| 99.1 |
|
Press Release, dated January 22, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 28, 2026 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
