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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On March 18, 2025, the Board of Directors (the “Board”) of the Healthcare Triangle, Inc. (the “Company”) appointed Ms. Sujatha Ramesh to serve as the Company’s Chief Operating Officer, effective immediately.
In connection with her appointment, on March 18, 2025, Ms. Ramesh and the Company entered into a contract for employment (the “Employment Agreement”), effective March 18, 2025, for Ms. Ramesh’s service as the Company’s Chief Operating Officer on an at-will basis. Pursuant to her Employment Agreement, Ms. Ramesh is entitled to an annual base salary of $250,000 per annum, with a one-time signing bonus of 100,000 restricted shares of the Company payable within 180 days from the date of the Employment Agreement, and $25,000 in cash as guaranteed bonus to be paid at the end of 12th month from the date of the Employment Agreement. Ms. Ramesh would be eligible for the Company’s bonus program, based upon the performance goals and bonus plan (agreed upon by and between Ms. Ramesh and the Company), along with being eligible for Company’s equity incentive plan, and other employee benefit programs (as then applicable, and available). If Ms. Ramesh violates the terms of her Employment Agreement, the Company may terminate her employment without notice and without payment of any compensation or accelerated vesting of options, subject to any over-dues. Ms. Ramesh’s Employment Agreement also provides for certain non-compete and non-solicitation covenants. The term of Ms. Ramesh’s Employment Agreement began immediately and automatically renews for successive one-year periods, unless otherwise terminated by either party.
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.
There are no arrangements or understandings between Ms. Ramesh and any other persons pursuant to which she was selected as an officer of the Company, and Ms. Ramesh is 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.
On March 18, 2025, the Company issued a press release announcing Ms. Ramesh’s appointment as Chief Operating Officer 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 Ms. Sujatha Ramesh, dated March 18, 2025. | |
| 99.1 | Press Release, dated March 18, 2025. |
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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: March 24, 2025 | By: | /s/ Thyagarajan Ramachandran |
| Thyagarajan Ramachandran | ||
| Chief Financial Officer | ||
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Exhibit 10.1
Employment Agreement
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between HEALTHCARE TRIANGLE INC. a Delaware limited liability company (the “Company”) and SUJATHA RAMESH (the “Employee”) is signed by the Company and the Employee on March 18, 2025 (the “Effective Date”).
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 Operating 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:
Terms and Conditions
1. Duties; Reporting Relationship. Employee shall serve as the Chief Operating Officer 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 Operating 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 Operating Officer of the Company.
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 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 $ 250,000 per annum, subject to all payroll deductions and all required withholdings as determined by the Company. 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) Guaranteed Bonus and Shares. Employee shall receive 100,000 restricted shares of the Company within 180 days from the date of this agreement and $25,000 in cash as guaranteed bonus to be paid at the end of 12th month from the date acceptance of this agreement. The Employee must be an employee in good standing on the Guaranteed Bonus payment date to earn and be eligible to receive a Guaranteed Bonus.
(c) Performance Bonus. The Employee will be eligible to participate in the Performance bonus program established by the Company and for which the Employee would be eligible. Both Employee and Company will agree on the performance goals and bonus plan 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.
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(d) 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.
(e) 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.
(f) 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.
(g) 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) Third Party 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.
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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.
6. TERMINATION.
| (a) | Termination for Cause. |
| (i) | The Executive's employment hereunder may be terminated by the Company upon simple notice in writing transmitted to the Executive, without the or the Company (or any of their Affiliates) being bound to pay any compensation whatsoever or accelerated vesting of options if termination is for any of the following reasons determined in good faith by the Board of Directors, each of which constitutes cause (hereinafter, “Cause"): |
| (ii) | The Executive becomes physically or mentally disabled to such an extent as to make him unable to perform the essential functions of his duties normally and adequately for a consecutive three-month period. In such a case, the Executive may continue to benefit under short-term and long-term disability insurance plans, subject to the 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 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 duties as an Executive of the Company and failure to attempt in good faith to implement a clear and reasonable directive from the Board of Directors. |
| (v) | There is a conclusive determination that the Executive has committed material 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 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 applicable to the Company or any of its subsidiaries, including the rules established by, and agreements with, the Company's securities exchange except when such failure could not reasonably be expected to have a material adverse effect of the Company or any of its subsidiaries. |
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| (b) | Voluntary Termination. In the event Executive wishes to resign for any reason, the Executive shall give at least thirty (30) days prior written notice of such resignation to the Board of Directors. Any such notice shall not relieve either the Executive or the Company of their respective obligations to perform under this Agreement or to relieve the Company to compensate the Executive during such notice period for any earned but unpaid salary and bonus and reimburse business expenses incurred but not reimbursed as of his date of termination. |
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.
Signatures on 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 | ||
| /s/ SUJATHA RAMESH | /s/ THYAGARAJAN RAMACHANDRAN | |
| Sujatha ramesh | Name: Thyagarajan Ramachandran | |
| Title: CHIEF FINANCIAL OFFICER |
Signature Page to Employment Agreement
Exhibit 99.1
Healthcare Triangle announces the appointment of Chief Operating Officer
PLEASANTON, Calif., March 18, 2025 (GLOBENEWSWIRE) -- 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 the appointment of Ms Sujatha Ramesh as its new Chief Operating Officer (COO).
Sujatha joins HCTI with a distinguished career of over 25 years of senior executive experience in the Technology and Financial Services industry. Sujatha specializes in strategic transformation, technology leadership, operational efficiency, and regulatory compliance. With a distinguished global career, she has successfully led multi-million-dollar initiatives, driving organizational resilience, operational excellence, and digital innovation. Recognized for bridging strategy with execution, Sujatha has spearheaded enterprise-wide transformations across the Americas, Europe, Asia, and Latin America, including Mexico
Prior to joining HCTI, Sujatha held senior leadership roles at Fortune 500 organizations. Most recently, she served as Global Head of Strategic Initiatives at Citigroup, where she held various senior leadership roles, spearheading large-scale operational transformation, governance frameworks, risk and control management, financial optimization, and technology modernization efforts.
“We are delighted to welcome Sujatha as the new COO of Healthcare Triangle, Inc,” said Dave Rosa, Chairman of the Board, Healthcare Triangle, Inc. “Sujatha’s extensive industry expertise, leadership acumen, and strategic vision make her the ideal choice to lead HCTI in its next phase of growth and success.”
Previously, Sujatha has held leadership positions at prominent organizations, including Publicis Sapient, Infinite Computer Solutions, and Capgemini (formerly iGATE Global Solutions). In these roles, she managed complex technology projects. Recognized industry thought leader and honored listee in Who’s Who in America (https://www.24-7pressrelease.com/press-release-service/515685),she has spoken at global forums and mentored future leaders as a guest speaker at academic institutions.
“HCTI is entering a pivotal phase of strategic transformation. I look forward to driving operational excellence, unlocking efficiencies, and delivering breakthrough technology solutions for our clients that positions HCTI for sustained long term success,” said Sujatha Ramesh.
Sujatha holds an MBA from NYU Leonard N. Stern School of Business and a Master of Science (MS) in Information Systems and Applications.
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:
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