false
--12-31
0001839285
0001839285
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 10, 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 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 February 10, 2026 Healthcare Triangle, Inc.
(the “Company”) effected a one-for-sixty (1:60) 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 February 10, 2026
(the “Reverse Stock Split”), vide a 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 February 10, 2026 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
sixty (60) 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 45,417,091 to 756,984 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 February 10, 2026. The trading symbol for the Common Stock remains “HCTI.”
Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock is 42227W 405.
The description of the Certificate of Amendment
is qualified in its entirety by reference to the text of the Certificate of Amendment, which are filed as Exhibit 3.1 to this Current
Report on Form 8-K and are incorporated herein by reference.
On February 6, 2026, 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. |
| 99.1 |
|
Press Release |
| 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: February 13, 2026 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
Exhibit 99.1
Healthcare Triangle, Inc. Announces 1-for-60
Reverse Stock Split as Part of Nasdaq Compliance Plan
PLEASANTON, Calif., February 6, 2026 (GLOBENEWSWIRE)
-- Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation
solutions including managed services, cloud enablement, and data analytics for the healthcare and life sciences industry, today announced
that it will effect a 1-for-60 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern
Time on Tuesday, February 10, 2026, and the Company’s common stock will commence trading on the Nasdaq Capital Market on a post-split
basis at the opening of the market on February 10, 2026, pending confirmation by the Depository Trust Company and the Nasdaq. The Company’s
common stock will continue to trade on the Nasdaq Capital Market under the Company’s existing trading symbol, “HCTI,”
and a new CUSIP number 42227W 405 has been assigned as a result of the reverse stock split.
The Company expects that the reverse stock split,
which was approved by the Company’s stockholders in a special meeting of Stockholders held on February 2, 2026, will increase the
price per share of the Company’s common stock, and is part of the Company’s strategy to regain compliance with the $1.00 minimum
bid price requirement of the Nasdaq Capital Market.
At the effective time of the reverse stock split,
each sixty (60) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued
and outstanding share of common stock without any change in the par value of $0.00001 per share or the total number of authorized shares.
The reverse stock split will reduce the Company’s number of shares outstanding common stock from approximately 45,417,091 shares
to approximately 756,952 shares. No fractional shares of common stock will be issued in connection with the reverse stock split, and stockholders
who would otherwise be entitled to receive a fractional share will be rounded up at a participant level in lieu thereof.
Stockholders of record as of January 8th,
2026, will be receiving information regarding their share ownership following the reverse stock split from the Company’s transfer agent,
VStock Transfer, LLC. VStock Transfer can be reached at (212)
828 8436. Additional information about the reverse stock split can be found in the Company’s definitive proxy statement on Schedule
14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026, and available free of charge
at the SEC’s website sec.gov.
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 including hospitals and health systems, payers, and pharma/life sciences organizations in their effort
to improve health outcomes. 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 and business performance optimization. For more information, visit www.healthcaretriangle.com.
Forward-Looking Statements and Safe Harbor Notice
All statements other than statements of historical
facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform
Act of 1995). Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,”
“expect,” “possibility” and “anticipate.” The achievement or success of the matters covered by such forward-looking
statements involve significant risks, uncertainties and assumptions. Actual results could differ materially from current projections or
implied results. Investors should read the risk factors set forth in the Company’s Annual Report filed with the SEC on March 31, 2025,
previous filings, subsequent filings and future periodic reports filed with the SEC. All the Company’s forward-looking statements are
expressly qualified by all such risk factors and other cautionary statements.
The Company cautions that statements and assumptions
made in this news release constitute forward-looking statements and make no guarantee of future performance. Forward-looking statements
are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of
the date hereof. The Company and its management undertake no obligation to revise these statements following the date of this news release.
Investor Contact
1-800-617-9550
ir@healthcaretriangle.com
