Every 8-K that Healthcare Triangle Inc (HCTI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HCTI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HCTI filings page.
Healthcare Triangle, Inc. (symbol: HCTI) is the issuer of record for a Form 8-K filing submitted to the SEC.
Healthcare Triangle, Inc. reported unregistered issuances of common stock tied to two legacy M&A transactions. On July 28, 2026 it issued 9,718,373 shares in connection with its acquisition involving Teyame AI LLC and 2,828,167 shares under a Securities Exchange Agreement with SecureKloud Technologies Ltd., for a total of 12,546,540 new shares. These issuances were approved by shareholders and made under Section 4(a)(2) of the Securities Act and/or Regulation D, with no underwriters or commissions.
According to management, these legacy transactions increased common shares outstanding to 14,644,322 as of the close of business on July 28, 2026 and raised the company’s Market Value of Listed Securities to approximately $23,870,244, based on a $1.63 share price. This provides a buffer over Nasdaq’s newly approved $5 million minimum Market Value of Listed Securities continued listing standard, which the company says strengthens its compliance position.
Healthcare Triangle, Inc. held a virtual annual meeting on July 17, 2026, where holders of 20,386,046 shares, representing 92.55% of the 22,027,783 shares entitled to vote, were present or represented. Shareholders elected four directors for one-year terms through 2027 and ratified SRCO Professional Corporation as independent registered public accounting firm for the year ending December 31, 2026.
Shareholders approved an amendment to the 2020 Stock Incentive Plan to add automatic annual share increases beginning fiscal 2026, equal to the greater of 2,000,000 shares, 20% of outstanding common stock, or an amount set by the plan administrator, with the amendment running until December 31, 2030. They also approved multiple equity-related items: issuance of 2,828,167 shares under a settlement with SecureKloud Technologies Ltd.; issuance of up to 11,869,397 shares in the Teyame transaction; potential issuances above the Exchange Cap under an ELOC Purchase Agreement with Hudson Global Ventures, LLC; issuances underlying original issue discount senior secured convertible debentures; future below-Minimum Price issuances under Nasdaq Listing Rule 5635(d); and the ability to adjourn or postpone the meeting to solicit additional proxies.
Healthcare Triangle, Inc. outlines several equity transactions tied to prior acquisitions and corporate agreements. The company agreed to issue 2,828,167 common shares to SecureKloud Technologies Ltd. (or its nominee) in exchange for all Series B Convertible Preferred Stock previously issued as consideration for an asset transfer, with the closing subject to stockholder approval under Nasdaq Rule 5635(b).
The company also amended a share purchase agreement for Teyame AI, changing the consideration to $12,000,000 of restricted common stock and 18,000 shares of a new preferred series, each with a stated value of $1,000 and convertible, at the company’s option after stockholder approval under Nasdaq Rule 5635(a), into 430.21 common shares. A pre-funded warrant with a $0.00001 exercise price may be used instead of excess common shares above the 19.99% cap.
In connection with these transactions, the company designated 23,000 shares of Series C Convertible Preferred Stock, each with a $1,000 stated value and a 430.2-share conversion ratio at the company’s option after stockholder approval. All related securities, including exchange shares, preferred stock, common stock consideration and the warrant, rely on private-offering exemptions under Section 4(a)(2) and Regulation D.
Healthcare Triangle, Inc. entered into two major financing arrangements. It completed a private placement of 15% original issue discount senior convertible promissory notes with aggregate principal of $4.235 million, generating approximately $3.6 million in gross proceeds, maturing on December 12, 2026.
The notes are convertible after six months at 85% of the three-day volume-weighted average price of the common stock, subject to a $0.452 per share floor and Nasdaq shareholder approval limits. The company also signed an Equity Purchase Agreement with Hudson Global Ventures allowing it to require purchases of up to $50,000,000 of common stock over up to 36 months, with pricing at a 6% discount to specified market prices and a 4.99% beneficial ownership cap.
Healthcare Triangle, Inc. entered into a Platform Development Agreement with SecureKloud Technologies and its subsidiary Blockedge to build an integrated health advisory and care platform, including document management artificial intelligence tools, for use in the company’s commercial offerings.
The project term began on March 31, 2026 and is expected to finish within 12 to 15 months, but no later than September 30, 2027. All intellectual property rights in the deliverables, including enhancements and derivative works, will be owned exclusively by Healthcare Triangle, with no ongoing royalties or commissions to SecureKloud or Blockedge.
The agreement acknowledges prior advances of about $3.48 million to SecureKloud and $0.345 million to Blockedge, which will be offset against future invoices. The total project budget is capped at $3.0 million plus a $0.2 million contingency, and Healthcare Triangle will not make additional payments until these advances are fully settled.
Healthcare Triangle, Inc. files an amended report to supply full financial details for its newly acquired Spanish subsidiaries Teyamé 360 S.L. and Datono Mediación S.L. The amendment includes audited 2024–2025 statements and unaudited pro forma combined figures, showing both businesses were profitable with multi‑million‑dollar annual revenue before acquisition.
Healthcare Triangle, Inc. has authorized a new share repurchase program allowing the company to buy back up to $2,000,000 of its outstanding common stock. The Board approved the 2026 Share Repurchase Plan on March 9, 2026, and it became effective immediately.
The company may repurchase shares over time through open market purchases, privately negotiated transactions, or other methods in line with securities laws, including Rule 10b-18 and potential Rule 10b5-1 trading plans. Management will decide the timing and volume of any repurchases based on market conditions, the stock price, liquidity needs, legal requirements, and other factors.
The program does not require the company to repurchase any specific number of shares and can be suspended, modified, or discontinued at any time. Any shares bought back may be held as treasury stock or retired. Management describes the plan as part of a prudent capital allocation approach and a sign of confidence in the company’s long-term strategy.
Healthcare Triangle, Inc. entered into a registered direct offering for 681,553 shares of common stock (or pre-funded warrants in lieu thereof) at $5.81 per share, for aggregate gross proceeds of approximately $3.95 million before fees and expenses.
The deal includes 421,553 common shares and 260,000 pre-funded warrants, which are immediately exercisable at $0.00001 per share and subject to beneficial ownership caps of 4.99% or 9.99%. The company plans to use the net proceeds for working capital and general corporate purposes.
D. Boral Capital LLC acted as sole placement agent and received a cash fee equal to 7% of the aggregate gross proceeds plus expense reimbursement. The securities were issued off an effective Form S-3 shelf registration statement and a prospectus supplement dated February 26, 2026.
Healthcare Triangle, Inc. enacted a 1‑for‑60 reverse stock split of its common stock effective at 12:01 a.m. Eastern Time on February 10, 2026. Every sixty issued and outstanding shares were combined into one share, leaving the number of authorized shares unchanged.
The split reduced issued and outstanding common shares from 45,417,091 to 756,984, with no fractional shares issued; any fractional position was rounded up to the next whole share. Proportional adjustments were made to outstanding warrants, stock options, convertible securities, and equity plan reserves.
The move is part of the company’s plan to regain compliance with Nasdaq’s $1.00 minimum bid price requirement. Healthcare Triangle’s common stock continues to trade on the Nasdaq Capital Market under the symbol HCTI and now carries a new CUSIP number, 42227W 405.
Healthcare Triangle, Inc. reported the results of its 2026 virtual Special Stockholders Meeting held on February 2, 2026. Stockholders voted on two proposals, each requiring approval by a majority of shares present and entitled to vote.
The company had 10,758,725 shares of common stock and 20,000 shares of Series A Super Voting preferred stock outstanding as of the January 8, 2026 record date, for a total of 20,409,725 voting shares. At the meeting, about 66.35% of these voting shares were represented, satisfying quorum requirements.
The first proposal received 20,231,200 votes for, 175,869 against, and 1,656 abstentions. The second proposal received 20,199,168 votes for, 203,557 against, and 7,000 abstentions. Both proposals were approved under the stated voting standard.
Healthcare Triangle, Inc. completed the acquisition of Spanish companies Teyamé 360 S.L. and Datono Mediación S.L. through its subsidiary, with a total purchase price of up to $50.0 million.
Consideration includes staged cash payments, $12.0 million in restricted common stock, and $18.0 million in preferred stock that is convertible into common stock based on a VWAP-derived Base Price, subject to shareholder approval and a 19.99% issuance cap using pre-funded warrants if needed.
The agreement also provides for an earnout of up to $5.0 million in preferred stock for key managers tied to 2026 and 2027 revenue and EBITDA targets, as well as potential purchase-price adjustments if post-closing financial results fall short of assumptions. The securities issued were unregistered, relying on a private-offering exemption.
Healthcare Triangle, Inc. (HCTI) entered into a Securities Purchase Agreement with institutional investors for up to $15,000,000 in 20% original issue discount senior unsecured convertible notes. The first tranche closed on November 20, 2025, with an initial Note of $7,500,000 in principal sold for gross proceeds of approximately $6,000,000 and maturing on November 20, 2026.
The Notes are convertible at the holder’s option at a price equal to the greater of eighty percent of the lowest closing price over the five trading days before conversion or $0.38 per share. Undelivered conversion shares trigger liquidated damages of 2% of outstanding principal per month, and unpaid amounts bear interest at 18% per annum. A separate Registration Rights Agreement requires the company to register the resale of at least 300% of the maximum conversion shares by specific filing and effectiveness deadlines, with additional liquidated damages of 2% per month (capped at 20%) if deadlines are missed. RBW Capital Partners LLC acted as placement agent, earning an 8% cash fee on gross proceeds plus $100,000 for fees and expenses.
Healthcare Triangle, Inc. (HCTI) entered into a Sales Agreement with Spartan Capital Securities, LLC to sell shares of its common stock from time to time through an at-the-market offering program. The shares will be issued under an existing shelf registration statement on Form S-3, using a prospectus supplement dated November 18, 2025, with an aggregate market value of common stock currently eligible for sale of $20,000,000.
Spartan will act as sales agent and receive a 3.0% commission on the gross sales price of shares sold through it. Healthcare Triangle will control sale parameters such as number of shares, timing, daily limits, and minimum prices, and may suspend sales at any time. The agreement ends when all shares under the prospectus supplement are sold or if the agreement is otherwise terminated.
Healthcare Triangle, Inc. reported results of its November 7, 2025 annual meeting. Shareholders elected four directors for one-year terms and ratified SRCO Professional Corporation as independent auditor for 2025.
Participation was strong: 21,423,722 shares (approximately 82.80% of 25,873,304 entitled shares) were represented, including common stock and Series A Super Voting Preferred Stock.
Director votes: Sujatha Ramesh For 20,253,344, Withheld 7,524; Dave Rosa For 20,171,021, Withheld 89,847; Jainal Bhuiyan For 20,244,585, Withheld 16,283; Ron McClurg For 20,250,055, Withheld 10,813. Each director vote recorded 1,162,854 broker non-votes.
Auditor ratification: For 21,275,588, Against 57,036, Abstain 91,098, with 0 broker non-votes.
Healthcare Triangle, Inc. entered into a warrant inducement agreement under which certain existing warrant holders agreed to exercise warrants for cash to buy up to 1,429,528 shares of common stock at $2.00 per share. The exercises, completed on October 2, 3 and 8, 2025, generated aggregate gross proceeds of approximately $2.85 million before fees and expenses, which the company expects to use for working capital and general corporate purposes.
In return, the company issued new unregistered warrants for up to 1,429,528 additional shares at an exercise price of $3.00 per share, with a five-year term and exercisability beginning after required stockholder approval. A financial advisor received a 6.0% cash fee on gross proceeds, expense reimbursement up to $20,000, advisor warrants equal to about 2.0% of the new warrant shares at $3.00 per share, and a six-month right of first refusal on future offerings. The new warrants include ownership caps of 4.99% or 9.99% and permit cashless exercise if a registration for the new warrant shares is not effective after six months.
Healthcare Triangle, Inc. announced that Nasdaq has confirmed the company has regained compliance with Listing Rule 5635(a)(1), which requires shareholder approval before issuing common stock equal to 20% or more of pre-transaction voting power in an acquisition. Nasdaq’s earlier concern came from Healthcare Triangle’s agreement to issue approximately 345,622,120 shares of common stock, which would have represented about 33.8% of its pre-transaction outstanding shares, as consideration for acquiring Niyama Healthcare, Inc. and Ezovion Solutions Private Limited, without prior shareholder approval. On August 28, 2025, the company amended the acquisition agreement so that issuing these shares, as adjusted for a prior 1-for-249 reverse stock split, is conditioned on shareholder approval, leading Nasdaq to state that no further action is required and that the company remains in compliance with all continued listing requirements. The company also furnished an Investor Presentation as Exhibit 99.1, providing updates on operations, strategy, growth initiatives and outlook.
Healthcare Triangle, Inc. filed an amended current report to update terms of its asset transfer deal with Niyama Healthcare, Inc. The amendment changes the consideration so the seller will receive 1,388,041 restricted shares of Healthcare Triangle common stock, issuable on the effective date after approval by a majority of the company’s voting power. The change reflects a previously implemented 1-for-249 reverse stock split and leaves the rest of the agreement intact.
The filing also adds audited financial statements for Niyama Healthcare, Inc. and Ezovion Solutions Private Limited for 2023 and 2024, along with unaudited pro forma condensed combined financial information showing the impact of the transaction on Healthcare Triangle’s financials.
Healthcare Triangle, Inc. ("HCTI") filed an 8-K announcing the completed acquisition of mental-health and hospital-information-system (HIS) assets from Niyama Healthcare, Inc. and the seller’s 100 % equity stake in Ezovion Solutions Private Limited. The transaction closed on 16 June 2025 and is structured as an asset and stock purchase, with all liabilities of the seller excluded.
Purchase Price – US $5.7 million: (1) US $1.5 million cash (US $1.2 million paid at close; US $0.3 million payable within 120 days or upon satisfaction of withholding requirements); (2) approximately 345.4 million restricted HCTI shares, calculated as US $3.0 million divided by US $0.00868 per share, issued at closing; (3) up to US $1.2 million in earn-out payments tied to first-year performance metrics to be finalized within 90 days.
Assets acquired: all software IP, customer contracts, permits/licences and business records relating to the seller’s mental-health and HIS technology operations across India, South-East Asia and Europe, plus the full equity interest in Ezovion Solutions Private Limited, an HIS SaaS provider headquartered in Chennai, India.
Key contractual protections: the seller will continue operating support services (revenue collection, payroll) through 15 August 2025 and must remit all post-closing revenues to HCTI under a defined schedule. Comprehensive indemnities protect HCTI from breaches of representations, covenants, or pre-closing liabilities. A two-year non-disclosure covenant is in place.
Accounting & reporting: the acquisition is treated as a business combination. Any required financial statements and pro-forma information will be filed within 71 days by amendment. The equity issued represents a material increase to HCTI’s outstanding share count and will be unregistered, reported under Item 3.02.
Strategic rationale: the deal expands HCTI’s cloud-based healthcare portfolio into fast-growing emerging markets and adds complementary SaaS IP. Excluding liabilities and obtaining seller support lowers integration risk, while the earn-out aligns payment with post-acquisition performance.
Forward-looking statements warning and safe-harbor language were included. A related press release (Exhibit 99.1) was furnished but not deemed “filed” under the Exchange Act.