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) March 30, 2022
HEALTHCARE TRIANGLE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40903 | 84-3559776 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification No.) |
| 4309 Hacienda Dr., Suite 150<br><br> <br>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<br><br>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. ☐
| 1 |
| --- |
Item 1.01. Entry into a Material DefinitiveAgreement.
The disclosures set forth in Item 5.02(b) below are incorporated by reference into this Item 1.01.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers.
(a) Resignation of Directors
On March 30, 2022, Vivek Prakash, a member of the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”), a member and the Chairman of Audit Committee, Audit Committee financial expert, a member and the Chairman of the Compensation Committee, a member and the Chairman of the Nominating and Corporate Governance Committee of the Company, resigned effective immediately. Mr. Prakash’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On March 30, 2022, Brendan Gallagher, a member of the Board and a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Company, resigned effective immediately. Mr. Gallagher’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board has also reduced its size from 8 members to 7 members.
(b) Appointment of new Director
On March 31, 2022 the Board has appointed Jeffrey S. Mathiesen, age 61, as a Director of the Board The term of the Company’s directors, including Mr. Mathiesen, expires at the annual meeting of stockholders to be held in 2022 or upon the election and qualification of successor directors. Mr. Mathiesen was also appointed a Chairman of Audit Committee and Audit Committee financial expert and a member of the Compensation Committee of the Company.
Mr. Mathiesen and the Company executed an Appointment Letter Agreement dated March 31, 2022 between the Company and Mr. Mathiesen (the “Appointment Agreement”). The Agreement provides Mr. Mathiesen with: (i) an annual grant of stock options for 20,000 shares of the Company’s common stock with an exercise price equal to the date-of-grant closing sale price of Company’s common stock, vesting one year after the date of the grant. Such stock options shall remain exercisable until the earlier of the 5 years from the date of grant or 18 months after the cessation of service, whichever is sooner; (ii) a quarterly cash stipend of $5,000 plus $2,500 per quarter for any Committee chairmanships or for being Chairman of the Board, payable on the first day of each calendar quarter; (iii) subject to providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse Mr. Mathiesen for all travelling, hotel and other expenses reasonably incurred by him in connection with attending and returning from Board or Committee meetings or otherwise in connection with the Company's business. The foregoing summary does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Mathiesen has 30 years of experience as Chief Financial Officer (CFO) of growth oriented, technology-based companies across a wide range of industries including biopharmaceutical, medical device, semiconductor capital equipment and water filtration. Mr. Mathiesen’s accomplishments include three initial public offerings (IPOs) on NASDAQ, equity and debt financings totaling more than $250 million and multiple M&A transactions. His experience encompasses a broad range of responsibilities in financial and operational roles that have included manufacturing, quality and procurement in addition to the traditional CFO roles in organizations with operations in North America, Europe, Southeast Asia and Australia. Mr. Mathiesen serves as Vice Chair, Lead Independent Director and Audit Committee Chair for Panbela Therapeutics, Inc. and as Director and Audit Committee Chair for NeuroOne Medical Technologies Corporation, both of which having recently up-listed to NASDAQ. He also served as Director and Audit Committee Chair of Helius Medical Technologies, Inc. from June 2020 until June 2021, at which time he joined the company as the CFO. Mr. Mathiesen also served as Director and Audit Committee Chair for eNeura Inc. from 2018 to 2020.
Mr. Mathiesen currently serves as the CFO of Helius Medical Technologies, Inc., a publicly-held medical technology company focused on neurological wellness. He previously served as the CFO of Gemphire Therapeutics Inc., a publicly-held clinical-stage biopharmaceutical company developing therapies for patients with cardiometabolic disorders, and as CFO of Sunshine Heart, Inc., a publicly-held early-stage medical device company, both of which completed successful IPOs and follow-on equity offerings. Mr. Mathiesen has held executive and financial management positions with private and publicly traded companies dating back to 1987. He began his career at Deloitte & Touche LLP. Mr. Mathiesen received a B.S. in Accounting from the University of South Dakota and is also a Certified Public Accountant.
(c) New composition of Committees
Due to the resignation of two directors of the Board, the Board approved a new composition of the Board’s Committees, as follows:
| 1. | The composition members of the Audit Committee are April Bjornstad, John Leo and Jeffrey S. Mathiesen, who serves as the Chairman<br>and committee’s financial expert. |
|---|---|
| 2. | The composition members of the Compensation Committee are Jeffrey S. Mathiesen, John Leo and Dave Rosa, who serves as the Chairman. |
| --- | --- |
| 3. | The composition members of the Nominating and Corporate Governance Committee are April Bjornstad, Dave<br>Rosa and John Leo, who serves as the Chairman. |
| --- | --- |
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Appointment Letter Agreement between the Company and Jeffrey S. Mathiesen, dated March 31, 2022 |
| 2 |
| --- |
SIGNATURE
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. | |
|---|---|
| Date: April 1, 2022 | By: /s/ Suresh Venkatachari |
| Name: Suresh Venkatachari | |
| Title: Chief Executive Officer |
| 3 |
| --- |
March 31, 2022
Jeffrey S. Mathiesen 12784 Kinross Ln
Naples, FL 34120
Appointment Letter Agreement – Healthcare Triangle, Inc. Board of Directors
Dear Jeff:
We are pleased to tell you that the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”) has elected you to serve as a member of the Board commencing from March 31, 2022.
1. Your Duties:
a) You will be expected to attend (either in person or by teleconference) all regular meetings of the Board, of which we expect to hold approximately four to six per annum, as well as to attend (either in person or by teleconference), if feasible, any special meetings of the Board and to sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time, including Committee(s) membership.
b) As a director you will at all times act as a fiduciary in the service of the best interests of the Company. In addition, you agree to (i) provide all information regarding yourself as the Company requires to satisfy its disclosure obligations under applicable securities laws; and (ii) timely file with the Securities and Exchange Commission all reports and schedules required of you in your personal capacity by virtue of your relationship with the Company (e.g., Forms 3, 4 and 5 as contemplated by Section 16(a) of the Securities Exchange Act of 1934).
c) As you will appreciate, your time commitment will ultimately be a function of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.
d) You shall comply with all the fiduciary-duty obligations of a director as imposed by Delaware law. Subject to your fiduciary-duty obligations as a director as imposed by Delaware law, this Letter does not otherwise restrict you from accepting appointment as a director of any other company, providing consulting services, becoming employed by or engaging in any other business or other activity whatsoever.
2. Remuneration:
a) Annual Options: The Company expects to provide you and other outside directors, for service on the Board, an annual grant of stock options for 20,000 shares of the Company’s common stock with an exercise price equal to the date-of-grant closing sale price of Company’s common stock; which annual options would vest one year after the date of the grant. Such stock options shall remain exercisable until the earlier of the 5 years from the date of grant or 18 months after the cessation of service, whichever is sooner.
b) Cash: You shall receive a quarterly cash stipend of $5,000 plus $2,500 per quarter for any Committee chairmanships or for being Chairman of the Board, payable on the first day of each calendar quarter, for your service on the Board.
c) Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board or Committee meetings or otherwise in connection with the Company's business. “Reasonable” air travel expenses assume economy class for flights under 4 hours and business class for flights over 4 hours.
3. Termination of Director Status:
a) Your status as a Director may be terminated at any time by the vote of the stockholders of the Company (including any failure to elect you for an ensuing term at any annual meeting of stockholders) in accordance with the certificate of incorporation and bylaws of the Company. Any such termination will not affect your rights under options that have become vested, subject to the post- service exercisability period.
b) You acknowledge and agree that if the stockholders of the Company terminate your status as a Director (including any failure to elect you for an ensuing term at any annual meeting of stockholders), you will have no claim of any kind against the Company by reason of the termination.
c) You are at liberty to resign from the Board at any time by notice in writing to the Company.
4. What happens after termination of Director Status?
If your Director status is terminated for any reason or you resign for any reason:
a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;
b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and
c) You shall return to the Company all confidential information and documentation (including any copies thereof) regarding the Company and its affiliates (including confidential information of third parties entrusted to the Company) within 5 business days following the Company's request and to delete or destroy any electronic or written information relating to the Company, as shall be requested by the Company.
5. Confidential Information:
a) You acknowledge and agree that during your service with the Company, you will receive confidential information regarding the Company and its affiliates (including confidential information of third parties entrusted to the Company) and that you will not disclose any such information to any other party nor use for your own benefit or for the benefit of any third person any of the confidential information so obtained at any time during or after the term of your service with the Company without the Company's prior written consent.
b) You recognize and affirm that in the event of your breach of any provision of this Section 5, money damages would be inadequate and the Company and its subsidiaries would have no adequate remedy at law. Accordingly, you agree that in the event of a breach or threatened breach by you of the provisions of this Section 5, the Company, in addition and supplementary to any other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
6. Protection:
a) During the term of your engagement hereunder, the Company will use reasonable commercial efforts to procure and maintain directors' and officers' liability insurance policies with a minimum of $5,000,000 Aggregate Limit, and to ensure that you are included as an insured thereunder.
b) The Company will enter into a standard and customary Indemnification Agreement with you on terms reasonably acceptable to you which will provide for (i) your indemnification by the Company to the fullest extent permitted by law for all acts and/or omissions directly and/or indirectly related to any services provided by you to the Company and (ii) the advancement of your expenses in the event any action and/or investigation is commenced regarding any acts and/or omissions directly and/or indirectly related to any services provided by you to the Company.
7. Miscellaneous
a) Alterations: This Letter cannot be amended except in a writing signed by each party.
b) Entire Agreement: This Letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
c) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to the performance of his/its obligations under this Letter and the transactions contemplated by it.
d) Waiver: A party does not waive a right, power or remedy (or any other right, power or remedy) if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
e) Relationship: This Letter does not create a relationship of employment, agency or partnership between the parties. Unless the Board adopts a specific resolution so providing, you do not have authority to bind the Company to any contract or commitment; and you agree not to purport to do so.
f) Governing Law: This Letter shall be governed by and construed in accordance with the laws of Delaware (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than Delaware).
g) Severability: Any provision of this Letter which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
h) Counterparts: This Letter may be executed in counterparts. All executed counterparts constitute one document.
Please sign and return the attached copy of this Letter to indicate that you have read, have understood and accept the terms of your appointment.
Very truly yours, Healthcare Triangle, Inc.
By: /s/Suresh Venkatachari
Name: Suresh Venkatachari
Title: Chief Executive Officer
Agreed to and accepted by:
/s/Jeffrey S. Mathiesen
Jeffrey S. Mathiesen