8-K
Healthcare Triangle, Inc. (HCTI)
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): April 7, 2026
HEALTHCARE
TRIANGLE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40903 | 84-3559776 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
7901Stoneridge 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.00001 per share | HCTI | The<br> 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. ☐
Item1.01. Entry into a Material Definitive Agreement.
On April 7, 2026, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), entered into a Platform Development Agreement (the “Agreement”) with SecureKloud Technologies Limited, an Indian corporation (“SKL”), as lead contractor, and Blockedge Technologies Inc., a subsidiary of SKL (“Blockedge”), as sub-contractor. The Agreement is made effective as of March 31, 2026. The Agreement supplements and amends the Company’s master services agreements dated April 1, 2023 and January 1, 2025 (collectively, the “MSAs”), and except as expressly stated in the Agreement, the terms and conditions of the MSAs remain in full force and effect.
Pursuant to the Agreement, SKL, with the assistance of Blockedge, will design, develop, test, and deliver an integrated health advisory and care platform and related tools, including document management artificial intelligence tools, in accordance with functional specifications and a project plan. The platform and tools are intended to form part of the Company’s (together with its subsidiaries) commercial product offerings. The Company will monitor development progress periodically, and SKL and Blockedge will endeavor to incorporate comments or modifications from the Company in the development of the intellectual property rights and tools being procured under the Agreement.
The project term commenced March 31, 2026, and is expected to be completed within 12 to 15 months, but in no event later than September 30, 2027.
The Agreement provides that all intellectual property rights in and to the deliverables and tools developed under the Agreement, including enhancements and derivative works, will be owned exclusively by the Company. SKL and its subsidiaries irrevocably assign to the Company all such rights and ownership interests, and SKL and its subsidiaries, including Blockedge, will have no ongoing rights, ownership, commissions, or royalties arising out of the deployment or use of such intellectual property rights and tools developed exclusively for the Company and its subsidiaries pursuant to the Agreement. The tools are to be developed for deployment solely by the Company and its subsidiaries, primarily in North American and European markets, but the Company may deploy the tools globally without any approval or consent requirement from SKL or Blockedge.
The Agreement includes an acknowledgment regarding advances previously paid by the Company to SKL and Blockedge that were outstanding as of March 31, 2026, consisting of an advance of approximately $3.48 million to SKL and an advance of approximately $0.345 million to Blockedge. The Agreement further provides that the advances received by Blockedge are transferred to SKL and are subject to being offset against invoices to be raised by SKL. SKL will issue monthly invoices for services rendered by SKL and Blockedge, inclusive of applicable transfer pricing and applicable taxes, by the fifth working day of each month for the preceding month, and the Company will have the right to offset such invoices against the advance payments previously made, at the Company’s discretion. The Agreement also provides that the Company will not make any further payment to SKL or Blockedge for services performed under the Agreement unless and until the cumulative advance payments up to the maximum approved amount are fully offset and settled as described in the Agreement.
The parties agreed that the total budget for the project will be no more than $3.0 million, with an additional $0.2 million contingency budget, subject to amendment. Any cost overrun beyond $3.2 million (including the contingency) must be pre-approved by the Company in writing prior to being incurred, together with reasonable explanations regarding such overrun.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Title |
|---|---|
| 10.1 | Platform Development Agreement, dated April 7, 2026, by and among Healthcare Triangle, Inc., SecureKloud Technologies Limited and Blockedge Technologies Inc. |
| 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL). |
Forward-LookingStatements
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. 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.
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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:<br> April 10, 2026 | By: | /s/ David Ayanoglou |
| David<br> Ayanoglou | ||
| Chief<br> Financial Officer |
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Exhibit 10.1
PLATFORM DEVELOPMENT AGREEMENT
BetweenHealthcare Triangle, Inc., SecureKloud Technologies Limited and Blockedge Technologies Inc.
Dated:April 7^th^ 2026
This Agreement is entered into by and between Healthcare Triangle, Inc., a Delaware corporation (“HCTI”), SecureKloud Technologies Limited, an Indian corporation (“SKL”) as the Lead Contractor, and Blockedge TechnologiesInc., a subsidiary of SKL, acting as a Sub-Contractor, collectively referred to as “Parties”, and is made effective as of March 31, 2026 (“Effective Date”).
This Agreement supplements and amends the Master Services Agreements dated January 1, 2025 and April 1, 2023 (collectively, the “MSA”). Except as expressly stated herein, all terms and conditions of the MSA remain in full force and effect.
| 1. | Purpose |
|---|
The Parties desire to formalize the terms under which SKL, with the assistance of Blockedge Technologies Inc., will design, develop, and deliver an Integrated Health Advisory & Care Platform & Tools that will form part of HCTI’s (together with its subsidiaries) new commercial product offerings.
| 2. | Prepayment Acknowledgment |
|---|
TheParties agree, acknowledge and affirm that:
| a. | SKL<br> and Blockedge Technologies Inc., collectively possess the required expertise, capability,<br> experience and knowledge of building and developing the IP rights and AI Tools desired by<br> HCTI under this Agreement. |
|---|---|
| b. | SKL<br> and Blockedge Technologies Inc., have collectively expressed their commitment and willingness<br> to perform such work and develop the IP rights and AI Tools for HCTI as defined in Exhibit A, pursuant to the terms of this Agreement. |
| --- | --- |
| c. | HCTI<br> has paid, and SKL and Blockedge Technologies Inc. have respectively received, the following<br> advances, which are outstanding as of March 31, 2026: |
| --- | --- |
| - | US$<br> 3.48 million advance to SKL; and |
| --- | --- |
| - | US$<br> 0.345 million advance to Blockedge Technologies Inc. |
| --- | --- |
| d. | The advance payments, as defined above, are for the development<br>of the Document Management AI Tools as described in section 1 of this agreement; and |
| --- | --- |
| e. | The<br> advances received by Blockedge Technologies Inc., be and are hereby transferred to SKL, and<br> are subject to be entirely offset against the invoices to be raised by SKL. |
| --- | --- |
| f. | Such<br> advances are for the purposes of, and shall be applied against, the monthly invoices for<br> costs incurred on development of this Project as described herein. |
| --- | --- |
| g. | The<br> advances paid to SKL and Blockedge Technologies Inc., can be, and are hereby authorized by<br> the Parties, to be offset against the invoices to be raised by SKL for the work done pursuant<br> to this Agreement. |
| --- | --- |
| 3. | Project Scope and Deliverables |
| --- | --- |
| 3.1 | Development Scope |
|---|
SKL, together with Blockedge Technologies Inc., shall design, develop, test, and deliver Document Management AI Tools in accordance with the functional specifications, including but not limited to, those outlined in the attached Exhibit A (Project Plan).
HCTI shall monitor the development progress on a periodic basis, and SKL and Blockedge Technologies Inc., shall together endeavor to incorporate any comments or modifications from HCTI in the development of IP rights and AI Tools being procured under this Agreement.
| 3.2 | Project Plan |
|---|
The development timeline shall follow the project plan attached as Exhibit A (Project Plan).
| 4. | Project Term |
|---|
The Project shall commence and be effective as at March 31, 2026 and is expected to be completed within 12–15 months, but in no event later than September 30, 2027.
| 5. | Intellectual Property |
|---|
5.1 All Intellectual Property rights in and to the Document Management AI Tools, including all enhancements, derivative works, and related deliverables, shall be owned exclusively by HCTI.
5.2 SKL, and its subsidiaries irrevocably assign all such rights, and ownership interests relating to the IP rights and AI Tools being developed to HCTI.
5.3 SKL, and its subsidiaries, including Blockedge Technologies Inc., shall have no ongoing rights, ownership, commissions or royalties arising out of deployment or usage of such IP rights and tools which are developed exclusively for HCTI and its subsidiaries, pursuant to this Agreement.
5.4 Thetools shall be developed for deployment solely by HCTI and its subsidiaries primarily in the North American and European markets,but can be deployed to any other markets globally, as HCTI may deem fit, without any approval or consent requirement from SKL orBlockedge Technologies Inc..
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| 6. | Budget and Fees |
|---|
| 6.1 | Total Budget |
|---|
The Parties agree that the total budget for the Project, as provided in Exhibit A, shall be no more than US$ 3.0 million with an additionalUS$ 0.2 million contingency budget, subject to any further amendment and additions to build.
HCTI shall endeavor to approve all requests beyond the $3 million budget, upto the US$ 0.2 million contingency, in a reasonable time upon written request by SKL, but in no more than 10 working days after receipt of such request. A track record of such request shall be kept by SKL and be made available to HCTI.
Anycost overrun beyond US$3.2 million (including the contingency) must be pre-approved by HCTI in writing, together with reasonable explanationson the overrun, prior to it being incurred by SKL and/or Blockedge Technologies Inc.
| 6.2 | Monthly Invoicing |
|---|
6.2.1. SKL, as the Lead Contractor, shall issue a monthly invoice for services rendered by SKL and Blockedge Technologies Inc., inclusive of any applicable transfer pricing and any applicable taxes, by the 5th working day of each month, for the preceding month.
6.2.2 Such invoice shall be deemed to include the amounts incurred by Blockedge Technologies Inc. towards developing the IP rights and Tools mentioned herein, and, HCTI has the right to offset such invoice against the advance payments previously made to SKL and Blockedge Technologies Inc., accordingly, at its own discretion, and in any manner as it deems fit. No separate invoice shall be issued by Blockedge Technologies Inc., and the advances to both SKL and Blockedge Technologies Inc., shall be settled accordingly as described in this Agreement.
6.2.3HCTI shall not make any further payment to SKL or to Blockedge Technologies Inc., pursuant to the services performed under thisagreement, unless the cumulative advance payments amounting to the maximum approved of US$ 3.20 million (or any further approvedadditions thereto, mentioned in this Agreement are fully offset and settled.
| 6.3 | Monthly Cap and Offset |
|---|
Monthly invoices may be issued for the expenses incurred in building the Project, and such amounts shall be offset against the existing advancespaid by HCTI to SecureKloud Technologies Limited or its subsidiaries, including Blockedge Tecnologies Inc., as mentioned in this Agreement.
| 7. | Binding Effect |
|---|
This agreement shall be fully binding upon execution by all Parties.
| 8. | Miscellaneous |
|---|---|
| 1. | This<br> Agreement shall be read together with the MSAs. In the event of a conflict, this Agreement<br>shall supersede for this specific project. |
| --- | --- |
| 2. | This<br> Agreement may be executed in counterparts, including electronically, each of which shall<br> be deemed an original, once signed by both parties. |
| --- | --- |
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| SIGNATURES | |||||
|---|---|---|---|---|---|
| Healthcare Triangle, Inc. | |||||
| By: | /s/ David Ayanoglou | ||||
| Name: | David Ayanoglou | ||||
| Title: | CFO | ||||
| Date: | April 07, 2026 | ||||
| SecureKloud Technologies Limited | Blockedge Technologies Limited | ||||
| --- | --- | --- | --- | ||
| By: | /s/ Suresh Venkatachari | By: | /s/ Pk Chandrasekher | ||
| Name: | Name: | ||||
| Title: | Title: | ||||
| Date: | 4/7/2026 | 09:33 CDT | Date: | 4/7/2026 | 09:59 CDT |
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