Healthcare Triangle, Inc 8-K, filed Sep 25, 2026
Healthcare Triangle, Inc. (HCTI)
About this 8-K
Healthcare Triangle, Inc filed this 8-K on September 25, 2026, reporting on events of September 22, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2026, Healthcare Triangle, Inc. (“HCTI” or the “Company”), a Delaware corporation, entered into the First Amendment to the Equity Purchase Agreement (the “Amendment”), which amends the Equity Purchase Agreement dated as of June 12, 2026 (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). The Equity Purchase Agreement was filed as exhibit 10.2 to the Current Report on Form 8-K filed on June 15, 2026.
Pursuant to the Amendment, certain terms of the Equity Purchase Agreement are modified as follows:
● Purchase Price. The Amendment redefines “Purchase Price” to mean the Initial Purchase Price (as defined in the Equity Purchase Agreement), calculated on the applicable date in accordance with the terms and conditions of the Equity Purchase Agreement.
● Valuation Period. The Amendment redefines “Valuation Period” to mean the applicable Put Date (as defined in the Equity Purchase Agreement).
● Maximum Put Amount. The Amendment reduces the maximum amount that may be sold pursuant to each Put Notice (as defined in the Equity Purchase Agreement) under Section 2.1 of the Equity Purchase Agreement from $2,500,000 to $250,000.
● Minimum Price per Share. The Amendment increases the minimum price per share threshold under Section 7.1(o) of the Equity Purchase Agreement from $0.01 per share to $0.10 per share, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock (as defined in the Equity Purchase Agreement).
● Change of Control. The Amendment adds a new Change of Control provision, which provides that upon the occurrence of a Change of Control Transaction (as defined in the Amendment), the Company shall no longer have the right to deliver any Put Notice to the Investor.
Except as expressly amended by the Amendment, all other terms and conditions of the Equity Purchase Agreement remain in full force and effect.
The foregoing descriptions of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to the Equity Purchase Agreement dated September 22, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Forward-Looking Statements
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 April 15, 2026, as amended, 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.
| Date: September 25, 2026 | Healthcare Triangle, Inc. | |
| By: | /s/ David Ayanoglou | |
| Name: | David Ayanoglou | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
FIRST AMENDMENT TO THE
EQUITY PURCHASE AGREEMENT
This first amendment (this “Amendment”) to the Agreement (as defined below) is entered into as of September 22, 2026 (the “Effective Date”), by and between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).
WHEREAS the Parties entered into an equity purchase agreement on or around June 12, 2026 (the “Agreement”); and
WHEREAS, the Parties now desire to amend the Agreement;
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | Purchase Price. Notwithstanding anything to the contrary in the Agreement, “Purchase Price” shall mean the Initial Purchase Price, on such date on which the Purchase Price is calculated in accordance with the terms and conditions of the Agreement. |
| 2. | Valuation Period. Notwithstanding anything to the contrary in the Agreement, “Valuation Period” shall mean the applicable Put Date. |
| 3. | Section 2.1 Amendment. The reference to “$2,500,000.00” in Section 2.1 of the Agreement shall be replaced with “$250,000.00”. |
| 4. | Section 7.1(o) Amendment. The reference to “$0.01 per share” in Section 7.1(o) of the Agreement shall be replaced with “$0.10 per share, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock”. |
| 5. | Change of Control. If a Change of Control Transaction (as defined in this Amendment) occurs at any time on or after the Effective Date, then the Company shall no longer have the right to deliver any Put Notice (as defined in the Agreement) under the Agreement to Investor at any time on or after the occurrence of the Change of Control Transaction. “Change of Control Transaction” means any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person (as defined in the Agreement) (each a “Person”), or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors who are members on the Effective Date, or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. |
| 6. | Governing Law; Venue. Section 10.1 of the Agreement shall apply to this Amendment. |
| 7. | Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Agreement for all purposes, and each of the Parties shall be bound hereby and this Amendment and the Agreement shall be read and interpreted as one combined instrument. From and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and provision of the Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the Parties. |
| 8. | Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the Effective Date.
| COMPANY: | ||
| HEALTHCARE TRIANGLE, INC. | ||
| By: | /s/ David Ayanoglou | |
| Name: | David Ayanoglou | |
| Title: | Chief Financial Officer | |
| INVESTOR: | ||
| HUDSON GLOBAL VENTURES, LLC | ||
| By: | /s/ Seth Ahdoot | |
| Name: | Seth Ahdoot | |
| Title: | Member | |