Healthcare Triangle, Inc 8-K/A, filed Sep 2, 2025
Healthcare Triangle, Inc. (HCTI)
About this 8-K/A
Healthcare Triangle, Inc filed this 8-K/A on September 2, 2025, reporting on events of June 16, 2025.
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
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 29, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
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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 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 on which registered | ||
| The |
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.
Explanatory Note
The Company is filing this Amendment to: (i) report Amendment No. 1 to the Agreement described in the Original Report and (ii) include the financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K. Except as set forth herein, this Amendment does not amend or update any other information in the Original Report.
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Item 1.01 Entry into a Material Definitive Agreement.
On August 28, 2025, the Company and Niyama Healthcare, Inc. entered into Amendment No. 1 to their Asset Transfer Agreement dated June 16, 2025. Amendment No. 1 replaces Clause (ii) of Section 1(b) of the Agreement to provide that the Seller will receive 1,388,041 restricted shares of the Company’s common stock, issuable on the effective date after receiving approval of such issuance by a majority of the voting power of the Company’s voting stock. The amendment reflects the Company’s 1-for-249 reverse stock split and otherwise leaves the Agreement in full force and effect. The foregoing summary is qualified in its entirety by the text of Amendment No. 1 to Asset Transfer Agreement, filed as an exhibit to this Amendment as Exhibit 10.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited balance sheet of Niyama as of December 31, 2024 and 2023 and the audited statements of operations, changes in stockholder’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.
The audited balance sheet of Ezovion as of December 31, 2024 and 2023 and the audited statements of operations, changes in stockholder’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.
(b) Pro forma financial information.
The Unaudited Pro Forma Condensed Combined Financial Information of the Company, giving effect to the transaction described in the Original Report, prepared in accordance with Article 11 of Regulation S-X, is filed as Exhibit 99.3 to this Amendment.
(d) Exhibits.
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. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability to successfully appeal the Nasdaq staff’s delisting determination and the Company’s ability to have an application to trade on the OTCQB approved timely to commence trading if its common shares are delisted from Nasdaq. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. 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 March 31, 2025, 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.
| Healthcare Triangle, Inc. | ||
| Dated: August 29, 2025 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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Exhibit 10.1
AMENDMENT NO. 1 TO ASSET TRANSFER AGREEMENT
This Amendment No. 1 (the “Amendment) dated as of August 28, 2025 is entered into among Niyama Healthcare, Inc., a Delaware corporation (the “Seller”), and Healthcare Triangle, Inc., a Delaware corporation (the “Purchaser). Seller, and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Asset Transfer Agreement, dated as of June 16, 2025 (the “ATA”); and
WHEREAS, the Parties hereto desire to add and amend certain provisions to the ATA; and
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings assigned to them in the ATA.
2. Amendment to the ATA. Clause ii of Section 1(b) of the ATA is hereby deleted in its entirety and replaced with the following:
“ii. the issuance to the Seller of 1,388,041 shares of restricted common stock of the Purchaser to be issued on the effective date of the approval of such issuance by a majority of the voting power of the Purchaser’s voting stock; and”
3. Date of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the date first written above (the “Effective Date”) and reflects the application of the Purchaser’s 1:249 reverse stock split. Except as expressly provided in this Amendment, all of the terms and provisions of the ATA are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendment contained herein will not be construed as an amendment to or waiver of any other provision of the ATA or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the ATA to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the ATA in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, that ATA will mean and be a reference to the ATA as amended by this Amendment.
4. Miscellaneous.
(a) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(b) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(c) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(d) This Amendment will be governed by the laws of California without giving effect to applicable conflict of law provisions. With respect to any litigation arising out of or relating to this Amendment, each party agrees that it will be filed in and heard by the state or federal courts with jurisdiction to hear such suits within the State of California.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| SELLER: | ||
| Niyama Healthcare, Inc. | ||
| By: | ||
| Name: | Viswanathan Meenakshi Sundaram | |
| Title: | Co-Founder and President | |
| Address: 8 The Green, #21863, Dover, DE 19901, USA | ||
| Email: sundar@niyama.ai | ||
| PURCHASER: | ||
| HEALTHCARE TRIANGLE, INC. | ||
| By: | ||
| Name: | David Ayanoglou | |
| Title: | Chief Financial Officer | |
| Address: 7901 Stoneridge Dr, Suite 220, Pleasanton, CA 94588 | ||
| Email: david.a@healthcaretriangle.com | ||
[Signature page to Amendment No. 1 to Asset Transfer Agreement]
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial data should be read in conjunction with the historical financial statements and the accompanying notes of Healthcare Triangle, Inc. included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 30, 2025 and Quarterly Reports on Form 10-Q filed with the SEC on May 20, 2025 and August 14, 2025, and the historical financial statements and the accompanying notes of Niyama Healthcare, Inc. and Ezovion Solutions Private Limited included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A.
The unaudited pro forma information is not necessarily indicative of the combined company’s actual financial position or actual results of operations had the transaction occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company. There were no material transactions between Healthcare Triangle, Inc and Niyama Healthcare, Inc and Ezovion Solutions Private Limited during the periods presented in the unaudited pro forma condensed combined financial information that would need to be eliminated.
The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition; nor does it reflect costs to integrate the operations of Healthcare Triangle, Inc and Niyama Healthcare, Inc and Ezovion Solutions Private Limited, or the costs necessary to achieve cost savings, operating synergies and revenue enhancements.
Healthcare Triangle, Inc and Subsidiaries
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 2024
(in thousands, except per share data)
| HCTI | Niyama | Ezovion | HCTI Pro Forma Combined | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 20 | $ | - | $ | 11 | $ | 31 | ||||||||
| Accounts receivable | 1,110 | 1 | 49 | 1,160 | ||||||||||||
| Other current assets | 322 | 21 | 10 | 353 | ||||||||||||
| Total current assets | 1,453 | 22 | 70 | 1,544 | ||||||||||||
| Furniture and equipment, net | 12 | - | 2 | 13 | ||||||||||||
| Intangible assets, net | 5,700 | 459 | 23 | 6,182 | ||||||||||||
| Due from affiliates | 497 | - | - | 497 | ||||||||||||
| Total assets | $ | 7,661 | $ | 481 | $ | 95 | $ | 8,236 | ||||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | $ | 2,539 | $ | 56 | $ | 1 | $ | 2,597 | ||||||||
| Short term borrowing | 2,650 | 443 | 122 | 3,215 | ||||||||||||
| Other current liabilities | 2,886 | 9 | 24 | 2,920 | ||||||||||||
| Total current liabilities | 8,075 | 509 | 147 | 8,731 | ||||||||||||
| Long-term liabilities | ||||||||||||||||
| Contingent consideration | 1,700 | - | - | 1,700 | ||||||||||||
| Total current and long-term liabilities | 9,775 | 509 | 147 | 10,431 | ||||||||||||
| Stockholders’ equity | ||||||||||||||||
| Series B Preferred Stock, par value $0.00001; 10,000,000 authorized issued convertible preferred stock 1,600,000 as of December 31, 2024 | 7,435 | - | - | 7,435 | ||||||||||||
| Common stock, par value $0.00001; 100,000,000 authorized 1,409,239 shares issued and outstanding as of December 31, 2024 | 4 | - | - | 4 | ||||||||||||
| Additional paid-in capital | 24,018 | 1 | 2 | 24,022 | ||||||||||||
| Accumulated deficit | (33,571 | ) | (28 | ) | (56 | ) | (33,655 | ) | ||||||||
| Accumulated deficit | (2,114 | ) | (27 | ) | (53 | ) | (2,195 | ) | ||||||||
| Total liabilities and stockholders’ equity | $ | 7,661 | $ | 481 | $ | 95 | $ | 8,236 | ||||||||
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Healthcare Triangle, Inc and Subsidiaries
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 2024
(in thousands, except per share data)
| HCTI | Niyama | Ezovion | HCTI Pro Forma Combined | |||||||||||||
| Net revenue | $ | 11,696 | $ | 3 | $ | 258 | $ | 11,956 | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 8,806 | 30 | 203 | 9,039 | ||||||||||||
| Bad debt expense | 170 | - | - | 170 | ||||||||||||
| Research and development | 429 | - | - | 429 | ||||||||||||
| Sales and marketing | 2,203 | - | 3 | 2,206 | ||||||||||||
| General and administrative | 3,948 | 9 | 35 | 3,993 | ||||||||||||
| Depreciation and amortization | 889 | - | 8 | 897 | ||||||||||||
| Total operating expenses | 7,640 | 9 | 46 | 7,696 | ||||||||||||
| Loss from operations | (4,750 | ) | (37 | ) | 9 | (4,778 | ) | |||||||||
| Other income | 7 | - | 0 | 7 | ||||||||||||
| Interest expense | (1,213 | ) | - | - | (1,213 | ) | ||||||||||
| Loss before income tax | (5,956 | ) | (37 | ) | 9 | (5,984 | ) | |||||||||
| Provision for income tax | 12 | - | - | 12 | ||||||||||||
| Deferred income tax | - | - | (3 | ) | (3 | ) | ||||||||||
| Net loss | $ | (5,968 | ) | $ | (37 | ) | $ | 13 | $ | (5,992 | ) | |||||
| Net loss per common share—basic and diluted | $ | (4.25 | ) | |||||||||||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||||||||
| Basic and diluted | 1,409,239 | |||||||||||||||
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