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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 2025
HEALTHCARE TRIANGLE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40903 | 84-3559776 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
7901 Stoneridge 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 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| ****<br><br> <br>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. ☐
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On April 8, 2025, Mr. Thyagarajan Ramachandran informed the Company that they had decided to resign from their position as the Chief Financial Officer of the Company, effective April 10, 2025, along with the appointment of Mr. David Ayanoglou as the new Chief Financial Officer of the Company.
The Company accepted Mr. Thyagarajan’s resignation as of such date and is deeply appreciative of the many years of service contributed to the Company. Mr. Thyagarajan’s resignation was not due to any disagreement on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief FinancialOfficer
On April 10, 2025, the Board of Directors (the “Board”) of the Company appointed Mr. David Ayanoglou to serve as the Company’s Chief Financial Officer, effective immediately.
In connection with their appointment, on April 10, 2025, Mr. Ayanoglou and the Company entered into a contract for employment (the “Employment Agreement”), effective immediately, for Mr. Ayanoglou’s service as the Company’s Chief Financial Officer on an at-will basis. Pursuant to their Employment Agreement, Mr. Ayanoglou are entitled to an annual base salary of $278,000 per annum, and would be eligible for the Company’s bonus program, based upon the performance goals and bonus plan (to be agreed upon by and between Mr. Ayanoglou and the Company), along with being eligible for Company’s equity incentive plan, and other employee benefit programs (as then applicable, and available). If Mr. Ayanoglou violates the terms of their Employment Agreement, the Company may terminate their employment without notice and without payment of any compensation or accelerated vesting of options, subject to any over-dues. Mr. Ayanoglou’s Employment Agreement also provides for certain non-compete and non-solicitation covenants. The term of Mr. Ayanoglou’s Employment Agreement began immediately and renews for an indefinite period, unless otherwise terminated by either party.
Mr. Ayanoglou, age 46, has a distinguished career of over 23 years in corporate finance, with a focus around software M&A and financial reporting. Mr. Ayanoglou had been, prior to joining the Company, for over four years consulting variety of clients on several critical M&A transactions, corporate reporting and CFO related matters in the technology and healthcare spaces. Prior to that, Mr. Ayanoglou was a Director of Valuations and Transaction Support at Open Text where he served for over 13 years and participated in the execution of over 43 transactions where the deal sizes ranged from $5M to $1.62B (including acquisition of divisions of Dell/EMC). Three of the deals that Mr. Ayanoglou executed on were greater than $1B, increasing over time Open Text’s valuation to over $11 billion (during their tenure). Mr. Ayanoglou also has held senior finance roles in external reporting for a large SEC filer, and audit & assurance at KPMG LLP. Mr. Ayanoglou is a graduate of the University of Toronto (Rotman School of Business), a CPA, Chartered Accountant and a Chartered Business Valuator.
There are no arrangements or understandings between Mr. Ayanoglou and any other persons pursuant to which they were selected as an officer of the Company, and Mr. Ayanoglou are not related to any other executive officer or director of the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.
Resignation of Director
On April 10, 2025, Mr. Shibu Kizhakevilayil resigned as a director of the Company, effective immediately. Mr. Kizhakevilayil did not resign as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
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Appointment of Director
On April 10, 2025, the Board appointed Ms. Sujatha Ramesh as an executive director of the Company, along with their current role as the Chief Operating Officer of the Company.
As disclosed in the Company’s current report, filed with the SEC on March 24, 2025, Ms. Ramesh, age 54, has a distinguished career of over 25 years of senior executive experience in the technology and financial services industry, having previously served as Global Head of Strategic Initiatives at Citigroup (2006–2024), where she held senior leadership roles and led operational transformation, governance, risk management, financial optimization, and technology modernization across global markets. Prior to Citigroup, she held leadership positions at Publicis Sapient, Infinite Computer Solutions, and Capgemini (formerly iGATE Global Solutions), managing technology projects and digital transformation initiatives across North America, Europe, Asia, and Latin America. A recognized industry thought leader and honored listee in Who’s Who in America, Ms. Ramesh has spoken at global forums and served as a guest speaker at academic institutions, mentoring future leaders. Ms. Ramesh holds an MBA from NYU Leonard N. Stern School of Business and a Master of Science (MS) in Information Systems and Applications.
Ms. Ramesh’s initial term will expire at the Company’s next annual meeting of stockholders or their earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Ramesh nor any of their immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Ramesh party to any understanding or arrangement pursuant to which they will be appointed as a director. Ms. Ramesh does not have any family relationship with any director or executive officer of the Company.
Ms. Ramesh will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2025.
On April 11, 2025, the Company issued a press release announcing Mr. Ayanoglou’s appointment as Chief Financial Officer of the Company, resignation of Mr. Thyagarajan, and appointment of Ms. Ramesh as the Director of the Company. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Employment Agreement between Healthcare Triangle, Inc. and Mr. David Ayanoglou, dated April 10, 2025. |
| 99.1 | Press Release, dated April 11, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 11, 2025 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer |
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Exhibit 10.1
EmploymentAgreement
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between HEALTHCARE TRIANGLE INC. a Delaware limited liability company (the “Company”) and DAVID AYANOGLOU (the “Employee”) is signed by the Company and the Employee on 10^th^ April 2025 (the “EffectiveDate”).
Background
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its equity holders to employ as a Full time Employee. The Employee will be employed as the Chief Financial Officer. The Company and the Employee desire to enter into this Agreement to embody the terms of the relationship.
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth herein, the parties agree as follows:
Termsand Conditions
1.Duties; Reporting Relationship. Employee shall serve as the Chief FinancialOfficer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Employee’s positions as Chief Financial Officer and shall have such duties and responsibilities as are assigned to the Executive by the Chairman and CEO consistent with the Employee’s position as the Chief Financial Officer of the Company. . At the Employee’s option, he may choose to work through and earn his compensation through Axxia Advisory Corp, a corporation that he owns and controls.
2.Office Location. The Employee will report to the CEO or Chairman of the board and will primarily work from the Employee’s home office in Canada with visits to the Company’s corporate headquarters in Pleasanton, CA as needed.
3.Compensation and Benefits.
(a)Base Salary. The Employee’s current base salary shall be $ 278,000 per annum, subject to all payroll deductions and all required withholdings as determined by the Company, except for where compensation is paid through Axxia Advisory Corp. The Employee’s salary will be paid in accordance with the regular payroll practices of the Company. During the Employee’s employment with the Company, the Employee’s annual base salary will be reviewed at least annually.
(b)Performance Bonus. The Employee will be eligible to participate in the Performance bonus program established by the Company. Both Employee and Company will agree on the performance goals and bonus plan details within 90 days of the employment. The Employee must be an employee in good standing on the Performance Bonus payment date to earn and be eligible to receive a Performance Bonus. The Board will determine whether the Employee has earned the Performance Bonus and the amount of any Performance Bonus.
(c)Employee Benefits. The Employee will be eligible to participate in any benefit programs that may be established by the Company in accordance with Company policy or equivalent thereof in the jurisdiction where the Employee’s home office.
(d) Expenses. The Employee will be reimbursed for normal expenses including, but not limited to, associated business/travel expenses (flights, telephone, hotel, car rental, parking transportation, business meals, office supplies). Employee will be eligible for business class for any flights longer than 4 hours.
(e)Long-Term Incentive Compensation. During the term of the Employee’s employment with the Company, the Employee shall be entitled to participate in any stock option, performance share, profits interest, performance unit or other equity based long-term incentive compensation plan, program or arrangement (the “Plans”) generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to the Employee shall reflect the Employee’s position with the Company.
(f) Vacation. The Executive shall be entitled to paid vacation as per the Company policy.
4.Confidentiality and Proprietary Information Obligations.
(a)Company Policies. As a condition of the Employee’s employment, the Employee agrees to continue to abide by all Company policies, rules, and regulations, including, but not limited to, the policies contained in the employee handbook adopted by the Company.
(b) ThirdParty Information. In the Employee’s work for the Company, the Employee is expected not to use or disclose any confidential information, including trade secrets, of any former employer or other third party to whom the Employee has an obligation of confidentiality. The Employee is expected to use only that information which is generally known and used by persons with training and experience comparable to the Employee’s own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. The Employee hereby agrees that the Employee will not bring onto premises of the Company or use in the Employee’s work for the Company any unpublished documents or property (including but not limited to proprietary information) belonging to any former employer or other third party that the Employee is not authorized to use or disclose. By entering into this Agreement, the Employee represents that the Employee is able to perform the Employee’s job duties within these guidelines.
(c)Exclusive Property. The Employee agrees that all business procured by the Employee and all Company related business opportunities and plans made known to the Employee while the Employee is employed by the Company shall remain the permanent and exclusive property of the Company.
5.No Conflicts. By signing this Agreement the Employee hereby represents to the Company that, except as previously disclosed to the Company: (a) the Employee’s employment with the Company is not prohibited under any employment agreement or other contractual arrangement; and (b) the Employee does not know of any conflicts that would restrict the Employee’s employment with the Company. The Employee hereby represents that the Employee has disclosed to the Company any contract the Employee has signed that may restrict the Employee’s activities on behalf of the Company, and that the Employee is presently in compliance with such contracts, if any.
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**6.**TERMINATION.
| (a) | Termination for Cause. |
|---|---|
| (i) | The Executive’s employment hereunder may be terminated by the<br>Company upon simple notice in writing transmitted to the Executive, without the or the Company (or any of their Affiliates) being bound<br>to pay any compensation whatsoever or accelerated vesting of options if termination is for any of the following reasons determined in<br>good faith by the Board of Directors, each of which constitutes cause (hereinafter, “Cause”): |
| --- | --- |
| (ii) | The Executive becomes physically or mentally disabled to such<br>an extent as to make him unable to perform the essential functions of his duties normally and adequately for a consecutive three-month<br>period. In such a case, the Executive may continue to benefit under short-term and long-term disability insurance plans, subject to the<br>terms of such plans, if any. The Company’s ability to terminate the Executive as a result of any disability shall be to the extent permitted<br>by California or federal law. |
| --- | --- |
| (iii) | The Executive materially breaches the terms of this Agreement. |
| --- | --- |
| (iv) | The Executive fundamentally or materially fails to perform his<br>duties as an Executive of the Company and failure to attempt in good faith to implement a clear and reasonable directive from the Board<br>of Directors. |
| --- | --- |
| (v) | There is a conclusive determination that the Executive has committed material<br>fraud, theft, embezzlement, or other material criminal act of a similar nature. |
| --- | --- |
| (vi) | The Executive’s material breach of any material term of any confidentiality provision<br>of this Agreement regarding the Company’s or its Affiliates’ confidential or trade secret information. |
| --- | --- |
| (vii) | The Executive fails to comply, in all material respects, with the laws and regulations<br>applicable to the Company or any of its subsidiaries, including the rules established by, and agreements with, the Company’s securities<br>exchange except when such failure could not reasonably be expected to have a material adverse effect of the Company or any of its subsidiaries. |
| --- | --- |
| (b) | Voluntary Termination. In the event Executive wishes<br>to resign for any reason, the Executive shall give at least thirty (30) days prior written notice of such resignation to the Board of<br>Directors. Any such notice shall not relieve either the Executive or the Company of their respective obligations to perform under this<br>Agreement or to relieve the Company to compensate the Executive during such notice period for any earned but unpaid salary and bonus<br>and reimburse business expenses incurred but not reimbursed as of his date of termination. |
| --- | --- |
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7.Miscellaneous.
(a)Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement. The Employee is required, as a condition to the Employee’s employment with the Company, to sign the Company’s standard Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement in the form attached hereto as Exhibit A.
(b)Entire Agreement. This Agreement and its attachments contain all of the terms of the Employee’s employment with the Company. The employment terms in this Agreement supersede any other agreements or promises made to the Employee by anyone, whether oral or written, concerning the Employee’s employment terms. Changes in the Employee’s employment terms, other than those changes expressly reserved to the Company’s or the Board’s discretion in this Agreement, require a written modification approved by the Board and signed by the Employee and a duly authorized member of the Board.
(c)Binding Effect; Severability. This Agreement will bind the heirs, personal representatives, successors and assigns of both the Employee and the Company, and inure to the benefit of both the Employee and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.
(d) Governing Law; Jury Trial Waiver. The terms of this Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its principles of conflicts of laws. By signing this Agreement, the Employee irrevocably submits to the exclusive jurisdiction of the courts of the State of California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. BY SIGNING THIS AGREEMENT THE EMPLOYEE ALSO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENT THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
(e)Mutual Drafting. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile and .pdf signatures shall be equivalent to original signatures.
Signatureson the Following Page
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IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.
| The Employee: | The Company: | |
|---|---|---|
| HEALTHCARE TRIANGLE INC | ||
| Name: | Dave rosa | |
| Title: | CHAIRMAN OF THE BOARD |
Signature Page to Employment Agreement
Exhibit 99.1
Healthcare Triangle announces the appointmentof Chief Financial Officer and Director on the Board.
PLEASANTON, Calif., April 11^th^ , 2025 (NEWMEDIAWIRE) -- Healthcare Triangle, Inc (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation solutions including managed services, cloud enablement, cybersecurity, data analytics, and AI for the healthcare and life sciences industries, today announced two key executive appointment to drive it’s next phase of strategic growth and operational excellence.
The company has named Mr. David Ayanoglou as its new Chief Financial Officer (CFO) and appointed Ms. Sujatha Ramesh as a Director on the Board.
David Ayanoglou- ChiefFinancial Officer
David joins HCTI with a distinguished career of over 22 years of corporate finance experience, predominantly around software M&A and financial reporting. David has entrepreneurial drive and is passionate about strategy, value creation and relationship building.
In the last four years, David has been consulting to clients on M&A transactions, Corporate Reporting and CFO related matters in the Technology and Healthcare spaces.
Prior to that David was a Director of Valuations and Transaction Support at Open Text where he served for over 13 years and participated in the execution of over 43 transactions where the deal sizes ranged from $5M to $1.62B (Including acquisition of divisions of Dell/EMC). Three of the deals that David executed on were greater than $1B. The acquisitions that David participated in are the primary reason for Open Text’s market capitalization increasing over $11B during his tenure.
David has also held in senior finance roles including external reporting for a large SEC filer, and audit & assurance at KPMG LLP.
“I am thrilled to welcome David on board. His breadth of experience in corporate finance, M&A and strong business acumen will be an invaluable asset to the Company. I look forward to working with David to lead Healthcare Triangle to the next phase of their development,” said Dave Rosa, Chairman of the Board, Healthcare Triangle, Inc. “I also want to thank Thyagarajan Ramachandran for his commitment to the Company over the past 4 ½ years serving as CFO and wish him well in his future endeavours.”
“HCTI has overcome great difficulties and is now on a war path footing to success. I am excited to be part of this next chapter for HCTI” said David Ayanoglou.
David is a graduate of the University of Toronto (Rotman School of Business), a CPA, Chartered Accountant and a Chartered Business Valuator.
Ms. SujathaRamesh – Director on the Board
Sujatha currently serves as the HCTI’s Chief Operation Officer(COO). With over 25 years of senior executive experience across the Technology and Financial Services sectors, Sujatha brings a powerful combination of operational expertise, governance and controls insight, strategic foresight, and global execution excellence to HCTI’s boardroom. Her appointment further strengthens the Company’s leadership team as HCTI continues its global expansion and transformation initiatives.
“Sujatha’s appointment to the Board reflects our confidence in her leadership and the critical role she plays in shaping the future of HCTI,” said Dave Rosa, Chairman of the Board, Healthcare Triangle, Inc. “Her deep domain expertise, proven success in enterprise transformation, and unwavering commitment to innovation make her a tremendous asset to our Board.”
It is a true honor to join the Board of Directors during this pivotal moment in HCTI’s evolution,” said Sujatha Ramesh. “I am excited to collaborate with our leadership team to shape and execute a bold strategic vision—one that drives transformative innovation, operational excellence, and lasting impact across the global healthcare and life sciences ecosystem”
Sujatha’s appointment underscores HCTI’s commitment to advancing operational excellence and digital innovation across its global footprint.
Sujatha holds an MBA from NYU’s Leonard N. Stern School of Business and a Master of Science in Information Systems and Applications.
Her dual appointment underscores HCTI’s commitment to excellence in leadership, execution, and innovation as the Company continues to redefine healthcare through technology.
About Healthcare Triangle
Healthcare Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™, DataEz™ and readabl.AI. HITRUST Risk-based, 2-year (r2) Certified status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, identity management, data lifecycle management, healthcare interoperability, and clinical and business performance optimization. For more information, visit www.healthcaretriangle.com.
Forward-Looking Statements and Safe Harbor Notice
All statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,” “expect,” “possibility” and “anticipate.” The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties and assumptions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2025, subsequent filings and future reports filed with the SEC. All the Company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
The Company cautions that statements and assumptions made in this news release constitute forward-looking statements and make no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management undertake no obligation to revise these statements following the date of this news release.
Contacts
Investors:
1-800-617-9550
ir@healthcaretriangle.com