8-K

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) June 23, 2023

HEALTHCARE

TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

7901Stoneridge Dr.****, Suite220 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:

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. ☐

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Item 2.04 Triggering Events That Accelerateor Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 23, 2023, Healthcare Triangle, Inc. (“HCTI” or the “Company”) received a notice of default from Seacoast Business Funding, a division of Seacoast National Bank (“Seacoast”) with respect to the Purchasing Agreement by and between the Company and Seacoast dated May 2, 2022 (“Purchasing Agreement”). As a result of the Event of Default, the fee payable by HCTI to Seacoast went from the Prime Rate (as defined in the Purchasing Agreement) to 18%. As of June 28, 2023, the Company has an outstanding payment balance of $2,409,437 under the Purchase Agreement. Section 6(h) of the Purchase Agreement requires the Company to obtain the written consent of Seacoast prior to obtaining any loans or advances. On May 5, 2023, the Company entered into the Business Loan and Security Agreement among HCTI, Agile Capital Funding, LLC as collateral agent, and Agile Lending, LLC (the “Loan Agreement”) pursuant to which the Company was advanced $1.5 million without the prior consent of Seacoast.

As of the date of this Current Report on Form 8-K, no action has been taken by Seacoast to accelerate the Company’s obligations, to foreclose on the loan collateral or to enforce its rights under the terms of the Purchasing Agreement. The Company is attempting to resolve this matter with Seacoast, and may defend any enforcement action taken by Seacoast. However, the Company cannot guarantee a resolution on a timely basis, on favorable terms, or at all. If the Company is unable to resolve the alleged defaults under the Purchasing Agreement, it would have a material adverse effect on the Company’s liquidity, financial condition and results of operations, and could cause the Company to become bankrupt or insolvent.

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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.

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