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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):
October 1, 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) |
|
(I.R.S. Employer
Identification No.) |
7901 Stoneridge Drive, Suite 210
Pleasanton, California 94588
(Address of principal executive offices, including
zip code)
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On October 1, 2026, Healthcare Triangle, Inc.
(the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires that the closing bid price of the Company’s
common stock be at least $1.00 per share for continued listing on The Nasdaq Capital Market.
Under Nasdaq Listing Rule 5810(c)(3)(A), a company
that fails to meet the Bid Price Rule is normally afforded a 180-calendar-day compliance period in which to regain compliance. However,
pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period because it has effected reverse
stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. Specifically, the Company effected a
1-for-249 reverse stock split on August 1, 2025, and a 1-for-60 reverse stock split on February 10, 2026, resulting in a cumulative reverse
stock split ratio of 1-for-14,940 over the prior two-year period.
Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides
that “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected
a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period
with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this
Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect
to that security.”
Accordingly, the Staff issued a Staff Delisting
Determination letter to the Company, notifying the Company that its securities are subject to delisting from Nasdaq. Unless the Company
requests an appeal of the Staff Delisting Determination to a Nasdaq Hearings Panel (the “Panel”) by October 8, 2026, trading
of the Company’s securities will be suspended at the opening of business on October 12, 2026, and a Form 25-NSE will be filed with
the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration
on Nasdaq.
The Company intends to timely request a hearing
before the Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing request will stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision and the expiration of any additional
extension period granted by the Panel.
In connection with the hearing, the Company intends
to present a plan to regain compliance with the Bid Price Rule, which may include, among other things, effecting a reverse stock split,
if necessary. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to regain compliance with the Bid Price Rule within any additional period of time that may be granted by the Panel.
The Notice has no immediate effect on the listing
or trading of the Company’s common stock on The Nasdaq Capital Market, and the Company’s common stock will continue to trade
under the symbol “HCTI”.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 April 15, 2026, as amended, 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.
| Date: October 2, 2026 |
Healthcare Triangle, Inc. |
| |
|
|
| |
By: |
/s/ David Ayanoglou |
| |
Name: |
David Ayanoglou |
| |
Title: |
Chief Financial Officer |
