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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)
July 30, 2025
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 3.03. Material Modification to Rights
of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K,
the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events
On August 1, 2025, Healthcare Triangle, Inc.
(the “Company”) effected a one-for-two hundred forty-nine (1:249) reverse stock split of all issued and outstanding
shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) effective as of 12:01 a.m.
Eastern Time on August 1, 2025 (the “Reverse Stock Split”), vide a Certificate of Correction (the
“Certificate of Correction”) to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
Healthcare Triangle, Inc (the “Certificate of Amendment”) filed with the Secretary of State of Delaware, and deemed
effective on August 1, 2025 at 12:01 a.m. Eastern Time. The Reverse Stock Split was intended to bring the Company into compliance
with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market, as required by Nasdaq Listing Rule
5550(a)(2).
As a result of the Reverse Stock Split, every
two hundred forty-nine (249) shares of issued and outstanding Common Stock combined into one (1) validly issued, fully paid and nonassessable
share of Common Stock. The Reverse Stock Split uniformly affected all issued and outstanding shares of Common Stock and did not alter
any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in the
fractional interests. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled
to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of common stock
to round up to the next whole share, at a participant level. Proportional adjustments have also been made to the Company’s
outstanding warrants, stock options, and convertible securities, as well as to the reserves available pursuant to the terms of the Company’s
2020 Equity Incentive Plans to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof.
The Reverse Stock Split reduced the
number of shares of Common Stock issued and outstanding from 1,452,124,283 to 5,831,816 shares of Common Stock. The number of authorized
shares of Common Stock did not change by the Reverse Stock Split.
The Company’s transfer agent, VStock Transfer,
LLC acted as the exchange agent for the reverse stock split. Stockholders who hold their shares in brokerage accounts or “street
name” are not required to take any action to effect the exchange of their shares.
The Common Stock started trading on a split-adjusted
basis on the NASDAQ Capital Market at the market open on August 1, 2025. The trading symbol for the Common Stock remains “HCTI.”
Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock is 42227W 306.
The description of the Certificate of Correction
to the Certificate of Amendment, and the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate
of Correction to the Certificate of Amendment, and the Certificate of Amendment, which are filed as Exhibits 3.1, and 3.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
On July 30, 2025, the Company issued a press release
announcing the Reverse Stock Split. The full text of the Company’s press release issued in connection with the foregoing
matter is filed as Exhibit 99.1 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. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of Healthcare Triangle, Inc. |
| 3.2 |
|
Certificate of Correction to Certificate of Amendment to Certificate of Incorporation of Healthcare Triangle, Inc. |
| 99.1 |
|
Press Release, dated as of July 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are 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. 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: August 1, 2025 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
