HCTI 8-K
Healthcare Triangle, Inc. (HCTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
| I. | Teyame Acquisition Share Issuance |
On July 28, 2026, in connection with the closing of the acquisition contemplated by the Securities Purchase Agreement, dated January 22, 2026 (the “Teyame Transaction”), Healthcare Triangle, Inc. (the “Company”) issued an aggregate of 9,718,373 shares of its common stock, par value $0.00001 per share, to eight (8) entities at the direction of Teyame AI LLC, the seller to the Company in the Teyame Transaction.
The issuance of shares in connection with the Teyame Transaction was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriters were involved in the issuance, and no commissions were paid. The shares were issued without registration under the Securities Act in reliance upon the exemption provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
| II. | SecureKloud Securities Exchange Share Issuance |
On July 28, 2026, pursuant to the Securities Exchange Agreement dated June 24, 2026 between the Company and SecureKloud Technologies Ltd. (the “Securities Exchange Agreement”), the Company issued an aggregate of 2,828,167 shares of its common stock, par value $0.00001 per share, toone individual and one entity.:
The issuance of shares pursuant to the Securities Exchange Agreement was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No underwriters were involved in the issuance, and no commissions were paid.
In the aggregate, the Company issued a total of 12,546,540 shares of common stock on July 28, 2026 in connection with the Teyame Transaction and the Securities Exchange Agreement.
Item 7.01 Regulation FD Disclosure.
On July 29, 2026, the Company issued a press release announcing the shares issuance. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Acquiror specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Pricing Press Release dated July 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
1
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: July 29, 2026 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Healthcare Triangle Completes Share Issuances Relating to Legacy M&A Transactions, Strengthening Compliance With Nasdaq’s New $5 Million Market Value Listing Standard
Common shares outstanding increase to 14,644,322 following the closing of two previously approved transactions, providing added cushion under Nasdaq’s newly effective Market Value of Listed Securities (MVLS) requirement
PLEASANTON, Calif. — July 29, 2026 — Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation, artificial intelligence, and cloud-infrastructure solutions for healthcare and life sciences organizations, today reported that, on July 24, 2026, it completed the issuance of an aggregate of 12,546,540 shares of common stock in connection with two previously shareholder-approved transactions: the closing of its acquisition involving Teyame AI LLC and related parties (the “Teyame Transaction”), and a Share Exchange Agreement with SecureKloud Technologies Ltd. Following these issuances, the Company’s total shares of common stock outstanding as of the close of business on July 28, 2026 was 14,644,322.
Supporting Compliance With Nasdaq’s New Continued Listing Standard
On July 22, 2026, the U.S. Securities and Exchange Commission approved a new Nasdaq continued listing requirement establishing a minimum Market Value of Listed Securities (“MVLS”) of $5 million, applicable to all companies listed on Nasdaq.
The increase in HCTI’s outstanding share count resulting from the Teyame Transaction and SecureKloud Share Exchange (together, the “Legacy Transactions”) meaningfully increases the Company’s Market Value of Listed Securities. As of July 28, 2026 the Company’s MVLS was approximately $23,870,244, based on a closing price of the Company’s sock of $1.63 per share on such date, providing the Company with a substantially strengthened compliance position under the new standard.
This press release does not constitute confirmation from Nasdaq of the Company’s compliance status under the new MVLS requirement; compliance determinations are made by Nasdaq based on the Company’s daily closing bid price and total shares listed.
Management Commentary
David Ayanoglou, Chief Financial Officer of Healthcare Triangle, said:
“The completion of the Legacy Transactions marks an important step in HCTI’s growth strategy. These issuances also meaningfully strengthen our position under Nasdaq’s new listing standard, giving our shareholders added confidence in the Company’s continued listing on the Nasdaq Global Market.”
About Healthcare Triangle, Inc. (Nasdaq: HCTI)
Healthcare Triangle, Inc. delivers advanced digital transformation, artificial intelligence, and cloud-infrastructure solutions for healthcare providers, payers, and life sciences organizations. HCTI strengthens healthcare delivery through enhanced security, compliance, data analytics, and operational efficiency.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding HCTI’s Market Value of Listed Securities, continued Nasdaq listing compliance, and the effects of the Teyame Transaction and SecureKloud Share Exchange. Forward-looking statements are identified by words such as “intends,” “estimates,” “anticipates,” “believes,” “expects,” “plans,” “target,” and similar expressions and their negatives. These statements are based on current expectations and assumptions and are subject to risks and uncertainties — including fluctuations in HCTI’s stock price, changes in shares outstanding, and Nasdaq’s application of its listing standards — that could cause actual results, including HCTI’s continued listing status, to differ materially. Compliance with Nasdaq’s MVLS requirement is determined by Nasdaq and depends on the Company’s closing bid price and total shares listed over time, which are outside the Company’s control. For additional discussion of risks, see HCTI’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission at www.sec.gov, particularly the section entitled “Risk Factors.” The Company undertakes no obligation to update these statements except as required by law.
Investor Relations & Capital Markets Contact
Healthcare Triangle, Inc. (Nasdaq: HCTI)
1-800-617-9550