Healthcare Triangle holders OK up to 1-for-25 reverse split

Healthcare Triangle, Inc. (HCTI) stockholders approved amendments authorizing one or more reverse stock splits at ratios from 1-for-2 to 1-for-25; the board will determine the exact ratio, and the aggregate ratio may not exceed 1:25.

Rhea-AI Filing Summary

Healthcare Triangle, Inc. (HCTI) stockholders approved amendments authorizing one or more reverse stock splits at ratios from 1-for-2 to 1-for-25; the board will determine the exact ratio, and the aggregate ratio may not exceed 1:25. Stockholders also approved, for Nasdaq Listing Rule 5635(d) purposes, any 20% Issuance the company makes below the Minimum Price and within the Nasdaq Parameters; an amendment removing reverse-split adjustments from the 2020 Stock Incentive Plan; and adjournment if needed to solicit additional proxies.

At the October 23, 2026 virtual meeting, holders of 20,257,026 shares were present or represented, approximately 53.69% of 37,730,008 common shares stated as issued and outstanding and entitled to vote. The reverse-split proposal received 20,163,583 votes for, 93,410 against and 33 abstentions. Voting shares included common stock and Series A Super Voting Preferred Stock.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Approved reverse-split ratio range: 1-for-2 to 1-for-25 Shares present or represented: 20,257,026 shares Represented shares as a portion of stated voting shares: Approximately 53.69% +5 more

8 metrics

Approved reverse-split ratio range 1-for-2 to 1-for-25 The board will determine the exact ratio; the aggregate ratio may not exceed 1:25.

Shares present or represented 20,257,026 shares At the October 23, 2026 virtual special meeting.

Represented shares as a portion of stated voting shares Approximately 53.69% The company stated 37,730,008 common shares were issued and outstanding and entitled to vote.

Common shares stated as issued and outstanding and entitled to vote 37,730,008 shares As stated for the special meeting.

Votes for reverse-split proposal 20,163,583 votes Proposal No. 1.

Votes for 20% Issuance proposal 20,123,343 votes Proposal No. 2.

Votes for 2020 Stock Incentive Plan amendment 20,105,936 votes Proposal No. 3.

Votes for adjournment proposal 20,121,858 votes Proposal No. 4.

Key Terms

reverse splits, 20% Issuance, Minimum Price, Nasdaq Parameters, +1 more

5 terms

reverse splits financial

"one or more reverse splits of our issued and outstanding shares"

A reverse split is when a company combines multiple existing shares into a smaller number of higher-priced shares — for example, turning ten $1 shares into one $10 share — so the total value of your holdings stays roughly the same. Investors watch reverse splits because they can signal efforts to meet stock-exchange rules or improve market perception, but they often reduce share liquidity and can change how easy it is to buy or sell the stock.

20% Issuance regulatory

"any 20% Issuance made by the Company"

Minimum Price regulatory

"less than the Minimum Price"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

Nasdaq Parameters regulatory

"within the Nasdaq Parameters described in the Proxy Statement"

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse split did HCTI stockholders approve?

Stockholders approved authorization for one or more reverse stock splits at ratios from 1-for-2 to 1-for-25. The board will determine the exact ratio, and the aggregate ratio of the reverse splits may not be greater than 1:25.

What 20% issuance did HCTI stockholders approve?

Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance made by the company that is less than the Minimum Price and within the Nasdaq Parameters described in the proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 23, 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 210

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 5.07. Submission of Matters to a Vote of Security Holders.

On October 23, 2026, at the virtual special meeting of stockholders (the “Special Meeting”), the stockholders of Healthcare Triangle, Inc. (the “Company”): (i) approved one or more amendments to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect one or more reverse splits of our issued and outstanding shares of common stock, each at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty five (1:25), with the exact ratio within such range to be determined by the Board of Directors of the Company, provided that the aggregate ratio of such reverse stock splits is not greater than 1:25; (ii) approved, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined in the Proxy Statement) made by the Company that is less than the Minimum Price (as defined in the Proxy Statement) and is within the Nasdaq Parameters described in the Proxy Statement; (iii) approved the amendment to the 2020 Stock Incentive Plan, as amended, to remove adjustments for reverse stock splits; and (iv) approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

The proposals presented at the Special Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) that was filed with the Securities and Exchange Commission on October 13, 2026. Holders of 20,257,026 shares of the Company’s common stock, or approximately 53.69% of the 37,730,008 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Special Meeting. The shares entitled to vote include the common stock of the Company and the Company’s Series A Super Voting Preferred Stock.

The following are the final voting results on the proposals presented to the Company’s stockholders at the Special Meeting.

Proposal No. 1: Reverse Split Proposal

The Company’s stockholders approved the resolution to approve one or more amendments to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect one or more reverse splits of our issued and outstanding shares of common stock, each at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty five (1:25), with the exact ratio within such range to be determined by the Board of Directors of the Company, provided that the aggregate ratio of such reverse stock splits is not greater than 1:25. The table below sets forth the voting results for Proposal 1:

For				Against				Abstain				Broker Non-Votes
	20,163,583				93,410				33				0

Proposal No. 2: 20% Issuance Proposal

The Company’s stockholders approved the resolution to approve, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined in the Proxy Statement) made by the Company that is less than the Minimum Price (as defined in the Proxy Statement) and is within the Nasdaq Parameters described in the Proxy Statement. The table below sets forth the voting results for Proposal 2:

For				Against				Abstain				Broker Non-Votes
	20,123,343				132,881				800				2

1

Proposal No. 3: 2020 Stock Incentive Plan Amendment Proposal

The Company’s stockholders approved the resolution to approve the amendment to the 2020 Stock Incentive Plan, as amended, to remove adjustments for reverse stock splits. The table below sets forth the voting results for Proposal 3:

For				Against				Abstain				Broker Non-Votes
	20,105,936				150,521				569				0

Proposal No. 4: Approval of Adjournment or Postponement of the Special Meeting

The Company’s stockholders approved adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of one or more of the foregoing proposals. The table below sets forth the voting results for Proposal 4:

For				Against				Abstain				Broker Non-Votes
	20,121,858				133,562				1,605				1

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: October 23, 2026	By:	/s/ David Ayanoglou
		David Ayanoglou
		Chief Financial Officer

4

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB