Healthcare Triangle, Inc S-1/A, filed Oct 8, 2021
Healthcare Triangle, Inc. (HCTI)
As filed with the Securities and Exchange Commission on October 8, 2021
Registration No. 333-259180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Healthcare Triangle, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 7373 | 84-3559776 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
(925) 270-4812
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
(925) 270-4812
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ross Carmel, Esq. | Joseph M. Lucosky, Esq. |
| Jeffrey P. Wofford, Esq. | Steven A. Lipstein, Esq. |
| Carmel, Milazzo & Feil LLP | Lucosky Brookman LLP |
| 55 West 39th Street, 18th Floor | 101 Wood Avenue South |
| New York, New York 10018 | Woodbridge, New Jersey 08830 |
| Telephone: (212) 658-0458 | Telephone: (732) 395-4400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-259180) is filed solely to amend Exhibit 5.1 thereto. Accordingly, this Amendment No. 5 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Pleasanton, California on October 8, 2021.
| HEALTHCARE TRIANGLE, INC. | ||
| By: | /s/ Suresh Venkatachari | |
| Suresh Venkatachari | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date |
| /s/Suresh Venkatachari | Chief Executive Officer and Chairman | October 8, 2021 |
| Suresh Venkatachari | (Principal Executive Officer) | |
| /s/Thyagarajan Ramachandran | Chief Financial Officer | October 8, 2021 |
| Thyagarajan Ramachandran | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/Lakshmanan Kannappan | Director | October 8, 2021 |
| Lakshmanan Kannappan | ||
| /s/Shibu Kizhakevilayil | Director | October 8, 2021 |
| Shibu Kizhakevilayil | ||
| /s/Vivek Prakash | Director | October 8, 2021 |
| Vivek Prakash | ||
| /Brendan Gallagher | Director | October 8, 2021 |
| Brendan Gallagher | ||
| /s/April Bjornstad | Director | October 8, 2021 |
| April Bjornstad | ||
| /s/John Leo | Director | October 8, 2021 |
| John Leo | ||
| /s/Dave Rosa | Director | October 8, 2021 |
| Dave Rosa |
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EXHIBIT INDEX
* Previously Filed
** Previously filed and portions have been redacted.
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October 8, 2021
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Ladies and Gentlemen:
We have acted as counsel to Healthcare Triangle, Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 (File No. 333-259180), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 30, 2021 (as amended, the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”) for the registration of up to (i) 3,833,334 shares of common stock, par value $0.0001 per share (the “Common Stock”), to be issued and sold by the Company (including 500,000 shares subject to the underwriters’ over-allotment option described in the Registration Statement) (collectively, the “Company Shares”); (ii) 1,293,657 shares to be offered by selling stockholders named in the Registration Statement (the “Selling Stockholder Shares” and together with the Company Shares, the “Shares”); (iii) warrants to be issued by the Company to the representative of the underwriters named in the Registration Statement to purchase up to eight percent (8.0%) of the number of shares of Common Stock excluding shares of Common Stock sold to cover over-allotments, if any (the “Underwriters’ Warrants”) upon the closing of the public offering pursuant to which the Registration Statement relates; and (iv) shares of Common Stock underlying the Underwriters’ Warrants (the “Underwriters’ Warrant Shares,” and together with the Shares and Underwriters’ Warrants, the “Securities”).
The Securities (other than the Selling Stockholder Shares) are to be sold by the Company pursuant to a definitive underwriting agreement approved by the Company’s Board of Directors, or a committee thereof, by and between the Company, EF Hutton, division of Benchmark Investments, LLC, and any other underwriter a party thereto (the “Underwriting Agreement”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Securities in the offering described in the Prospectus (as defined below).
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined: (i) the Registration Statement; (ii) the most recent prospectus included in the Registration Statement on file with the Commission as of the date of this opinion letter; (iii) the form of Underwriting Agreement; (iv) the Company’s current Amended Certificate of Incorporation (as amended, the “Charter”) and Bylaws, each of which has been filed with the Commission as an exhibit to the Registration Statement; (v) the records of the corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith; and (vi) the Company’s stock ledgers. We have reviewed such other matters and made such other inquiries as we have deemed necessary to render the opinions expressed herein. For the purposes of this opinion letter, we have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, the conformity to the original or final versions of the documents submitted to us as copies or drafts, including, without limitation, the Charter and that all signatures on each such document are genuine.
In rendering our opinion below, we have also assumed that: (i) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of an Underwriters’ Warrant Share; (ii) each of the Underwriters’ Warrants and Underwriting Agreement, as executed, constitutes a valid and binding agreement of each of the parties thereto (other than the Company), enforceable against the parties thereto in accordance with its terms; (iii) the issuance of each Share, Underwriters’ Warrant Share and Warrant Share will be duly noted in the Company’s stock ledger upon its issuance; (iv) the Company will receive consideration for the Shares and Underwriting Warrant Shares offered and sold pursuant to the Underwriting Agreement (whether upon exercise of a Warrant or otherwise) at least equal to the par value of such share of Common Stock and in the amount required by the Underwriting Agreement; and (v) the resolutions of the Board of Directors of the Company relating to the Underwriting Agreement, the Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith, have not been revoked, rescinded or amended as of the date hereof and are in full force and effect. We have not verified any of those assumptions.
Our opinions set forth below in the first sentence of numbered paragraph 3 and numbered paragraphs 1, 2, and 4 are limited to the Delaware General Corporation Law. Our opinion set forth below in the second sentence of numbered paragraph 3 is limited to the laws of the State of New York.
Based upon and subject to the foregoing, provided that the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the prospectus included in the Registration Statement that is declared effective by the Commission (the “Prospectus”), required by applicable law have been delivered and filed as required by such laws, it is our opinion that:
| 1. | The Company Shares have been duly authorized and, when the price at which the Company Shares will be sold has been approved by the Board of Directors of the Company and when the Company Shares have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable. |
| 2. | The Selling Stockholder Shares have been duly authorized and validly issued and are fully paid and non-assessable; provided, however, with respect to (i) 411,112 Selling Stockholder Shares to be sold by a certain Selling Stockholder that will be issued upon the conversion of a convertible note, such shares will be validly issued, fully-paid and non-assessable when issued in accordance with the terms of such note, and (ii) 807,545 Selling Stockholder Shares to be sold by all Selling Stockholders that will be issued upon the exercise of warrants, such shares will be validly issued, fully-paid and non-assessable when issued in accordance in compliance with the terms of such warrants. |
| 3. | The Underwriters’ Warrants have been duly authorized for issuance by the Company. Provided that the Underwriters’ Warrants have been duly executed and delivered by the Company and duly delivered to the purchaser thereof against payment therefor, the Underwriters’ Warrants, when issued and paid for as described in the Registration Statement and the Prospectus, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally, and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity). |
| 4. | The Underwriters’ Warrant Shares have been duly authorized and, when issued and delivered by the Company against payment therefor, upon the exercise of the Underwriters’ Warrants in accordance with the terms therein, will be validly issued, fully paid, and non-assessable. |
The opinions set forth above are subject to the following additional assumptions:
| (i) | The Registration Statement and any amendment thereto (including any post-effective amendment) has become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded; |
| (ii) | All Securities offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement and the Prospectus, and (b) only upon payment of the consideration fixed therefor; and |
| (iii) | To the extent that the obligations of the Company under any warrant agreement, or other agreement pursuant to which any Securities offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that: (a) each party to any such agreement other than the Company (including any applicable warrant agent or other party acting in a similar capacity with respect to any Securities) will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that each such other party will be duly qualified to engage in the activities contemplated thereby; (b) each such agreement and the applicable Securities will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms; (c) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws and regulations; and (d) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement. |
We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/Carmel, Milazzo & Feil LLP
Carmel, Milazzo & Feil