Healthcare Triangle, Inc PRE 14A, filed Jun 16, 2026
Healthcare Triangle, Inc. (HCTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
HEALTHCARE TRIANGLE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
HEALTHCARE TRIANGLE, INC.
7901 STONERIDGE DRIVE, SUITE # 210
PLEASANTON, CALIFORNIA 94588
[Mail Date*], 2026
Dear Healthcare Triangle Stockholder:
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Healthcare Triangle, Inc. (the “Company”) to be held on Friday, July 17, 2026 at 10:00 a.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location.
At this year’s virtual Annual Meeting, our stockholders will be asked to:
(1) elect the four (4) nominees for director who are named in the Proxy Statement;
(2) ratify the appointment of SRCO Professional Corporation, Chartered Professional Accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
(3) approve an amendment to the Company’s 2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2026 fiscal year, in an amount equal to the greater of (a) 2,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year;
(4) approve, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined below) made by the Company that is less than the Minimum Price (as defined below) and is within the Nasdaq Parameters described in the attached proxy statement;
(5) approve the issuance of [2,915,656] shares of common stock pursuant to a Settlement Agreement dated May [*], 2026 between the Company and SecureKloud Inc. that is attached to the proxy statement as [*] as required under Nasdaq Listing Rule 5635(a);
(6) approve the issuance of up to [12,200,000] shares of common stock that may be issued pursuant to the Share Purchase Agreement, dated January 22, 2026 and amended on May [*], 2026 among the Company, Teyame AI Holdings Inc., Teyame AI LLC, CH 109, S.L., and Ivan Montero Rebato and Maria Luisa Sanchez Fernando as required under Nasdaq Listing Rule 5635(a);
(7) approve the potential issuance of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement, dated June 12, 2026, by and between the Company and Hudson Global Ventures, LLC, as required under Nasdaq Listing Rule 5635(d);
(8) approve the potential issuance of common stock underlying the original issue discount senior secured convertible debentures issued pursuant to that certain Securities Purchase Agreement dated June 12, 2026 between the Company and certain investors as required by Nasdaq Listing Rules 5635(b) and 5635(d); and
(9) approve one or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of one or more of the foregoing proposals.
For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii) “Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on NASDAQ.com) immediately preceding the signing of the binding agreement; or (B) the average closing price of common stock (as reflected on NASDAQ.com) for the five trading days immediately preceding the signing of the binding agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of NASDAQ Listing Rule 5635(d).
The Board of Directors unanimously recommends that you vote FOR each of the director nominees and FOR each of the other proposals described in this Proxy Statement.
Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting that you received in the mail. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
Your vote is very important. Whether or not you plan to attend the virtual meeting, please carefully review the proxy materials and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote during the meeting if you decide to attend the virtual Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.
Thank you for your ongoing support of and continued interest in Healthcare Triangle.
Sincerely,
| /s/ Dave Rosa |
Dave Rosa
Chairman of the Board of Directors
HEALTHCARE TRIANGLE, INC.
7901 STONERIDGE DRIVE, SUITE # 210
PLEASANTON, CALIFORNIA 94588
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Friday, July 17, 2026
Notice is hereby given that Healthcare Triangle, Inc. will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, July 17, 2026 at 10:00 a.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. Stockholders may attend the virtual Annual Meeting by visiting [●] and registering to attend the meeting. You must register prior to the registration deadline of [*], 2026 at 11:59 p.m. Eastern Time. The Annual Meeting will be held to accomplish the following purposes:
| ● | elect four (4) directors to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal; |
| ● | ratify the appointment of SRCO Professional Corporation, Chartered Professional Accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| ● | approve an amendment to the Company’s 2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2026 fiscal year, in an amount equal to the greater of (a) 2,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year; |
| ● | approve, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined below) made by the Company that is less than the Minimum Price (as defined below) and is within the Nasdaq Parameters described in the attached proxy statement; |
| ● | approve the issuance of [2,915,656] shares of common stock pursuant to a Settlement Agreement dated May [*], 2026 between the Company and SecureKloud Inc. (the “Settlement Agreement”) that is attached to the proxy statement as [*] as required pursuant to Nasdaq Listing Rule 5635(a); |
| ● | approve the issuance of up to [12,200,000] shares of common stock pursuant to the Share Purchase Agreement, dated January 22, 2026 and amended on May [*], 2026 among the Company, Teyame AI Holdings Inc., Teyame AI LLC, CH 109, S.L., and Ivan Montero Rebato and Maria Luisa Sanchez Fernando (the “Share Purchase Agreement”) as required pursuant to Nasdaq Listing Rule 5635(a); |
| ● | approve the potential issuance, in accordance with Nasdaq Stock Market Listing Rule 5635(d), of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement, dated June 12, 2026, by and between the Company and Hudson Global Ventures, LLC; |
| ● | approve the potential issuance of common stock underlying the original issue discount senior secured convertible debentures issued pursuant to the Securities Purchase Agreement dated June 12, 2026, in each case, to comply with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market LLC; and |
| ● | approve one or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of one or more of the foregoing proposals. |
For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii)“ Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on NASDAQ.com) immediately preceding the signing of the binding agreement; or (B) the average closing price of common stock (as reflected on NASDAQ.com) for the five trading days immediately preceding the signing of the binding agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of NASDAQ Listing Rule 5635(d).
The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. Only stockholders of record at the close of business on June 8, 2026, are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on June 8, 2026, or hold a valid proxy for the Annual Meeting. In order to attend, you must register in advance. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. You will not be able to attend the 2026 Annual Meeting in person.
We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a notice of Internet availability of proxy materials instead of a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025. The notice contains instructions on how to access those documents and to cast your vote via the Internet. The notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025. All stockholders who do not receive a notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, I encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on the proxy card regarding your voting options. You may vote at the virtual Annual Meeting, by submitting your proxy via the Internet, by mail or by telephone.
By Order of the Board of Directors:
| /s/ Dave Rosa |
Dave Rosa
Chairman of the Board of Directors
[Mail Date*], 2026
Pleasanton, California
Important Notice Regarding the Availability of Proxy Materials for the Healthcare Triangle 2026 Annual Meeting of Stockholders to Be Held on Friday, July 17, 2026: The Notice of 2026 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.healthcaretriangle.com/sec-filings/. In order to attend the virtual annual meeting, you must register in advance at [●] prior to the registration deadline of [*], 2026 at 11:59 p.m. Eastern Time. You will not be able to attend the 2026 Annual Meeting in person.
HEALTHCARE TRIANGLE, INC.
TABLE OF CONTENTS
i
HEALTHCARE TRIANGLE, INC.
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 2026
Our Board of Directors has made this Proxy Statement and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the Board of Directors’ solicitation of proxies for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and any adjournment or postponement of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.
The Annual Meeting will be held at 10:00 a.m. Pacific Time on Friday, July 17, 2026. The Annual Meeting will be a virtual stockholders meeting held at [●]. We made this Proxy Statement available to stockholders beginning on [Mail Date*], 2026.
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about [Mail Date*], 2026.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JULY 17, 2026: This proxy statement, the accompanying proxy card or voting instruction card and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at [●].
In this Proxy Statement the terms the “Company,” “we,” “us,” and “our” refer to Healthcare Triangle, Inc. The mailing address of our principal executive offices is Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588.
| Record Date: | June 8, 2026 |
| Quorum: | A majority of the shares of outstanding stock entitled to vote on the record date must be present in person, by remote communication, if applicable or represented by proxy duly authorized to constitute a quorum. |
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| Shares Outstanding: | [●] shares of common stock, par value of $0.00001 per share (“common stock”), that has one (1) vote per share, and 20,000 shares of Series A Super Voting Preferred Stock, par value of $0.00001 per share (“preferred stock”), the holders of which having 1,000 votes per share, outstanding as of June 8, 2026. |
| Voting: | There are four ways a stockholder of record can vote: |
| (1) | By Proxy over the Internet: You may vote over the Internet by following the instructions provided in the Notice or, if you requested to receive your proxy materials by U.S. mail, by following the instructions on the proxy card. | |
| (2) | By Telephone: If you requested to receive your proxy materials by U.S. mail, you may vote by telephone by following the instructions on the proxy card. | |
| (3) | By Mail: If you requested to receive your proxy materials by U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided. | |
| (4) | During the Meeting: If you are a stockholder as of the record date, you may vote during the virtual Annual Meeting by following the instructions available at [●]. Submitting a proxy will not prevent stockholders from attending the virtual Annual Meeting, revoking their earlier-submitted proxy, and voting during the meeting. |
| In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on [●], 2026. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting. | |
| If you hold your shares through a bank or broker, please follow their instructions. | |
| Revoking Your Proxy | Stockholders of record may revoke their proxies by attending the virtual Annual Meeting and voting in person, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Corporate Secretary before the vote is counted or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting that firm. |
| Votes Required to Adopt Proposals | Each share of our common stock outstanding on the record date is entitled to one vote and each share of our preferred stock outstanding on the record date is entitled to 1,000 votes per share under our certificate of incorporation or the applicable certificate of designation on any proposal presented at the virtual Annual Meeting: |
| For Proposal One, the election of directors, the nominees receiving the highest number of affirmative votes entitled to vote and cast will be elected as directors. | |
| For Proposal Two, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to ratify the appointment of SRCO Professional Corporation as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
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| For Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven and Proposal Eight, approval requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4), unless a higher vote is required under applicable law or our organizational documents. For Proposal Nine, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to approve the adjournment or postponement proposal. | |
| Effect of Abstentions and Broker Non-Votes |
Abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions will have no effect on proposals for which approval is based on votes cast, including Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven and Proposal Eight; abstentions will have the effect of a vote against proposals for which approval is based on shares present and entitled to vote. Broker non-votes are not expected to count as votes cast on non-routine proposals. Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Proposal Two, the ratification of the appointment of SRCO Professional Corporation, is expected to be considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted on Proposal One, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, or Proposal Nine unless you affirmatively provide the broker instructions on how to vote. |
| Voting Instructions | If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote in accordance with the recommendations of our Board of Directors as described herein: FOR the election of the nominees for director and FOR each of Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight and Proposal Nine. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting. |
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| Voting Results | We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available. |
| Additional Solicitation/Costs | We are paying for the distribution of the proxy materials, solicitation of the proxies and the platform for the holding of our virtual meeting. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf in person, by telephone, email or facsimile, but they do not receive additional compensation for providing those services. |
| Emerging Growth Company | We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (x) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior July 6th, and (y) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. |
| Householding | Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Notice of Internet Availability of Proxy Materials, Proxy Statement, and Annual Report on Form 10-K for the year ended December 31, 2025, as applicable, is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to us at Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588, Attn: Investor Relations, or call 925-270-4812, or email IR@healthcaretriangle.com.If you want to receive separate copies of the Notice of Internet Availability of Proxy Materials, Proxy Statement, or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or telephone number. |
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ELECTION OF DIRECTORS
Number of Directors; Board Structure
Our amended certificate of incorporation and bylaws provide that the number of our directors shall be fixed from time to time by a resolution of our Board of Directors or of the stockholders. Our Board of Directors currently consists of four (4) members, three (3) of whom qualify as “independent” under the listing standards of the Nasdaq Capital Market (“Nasdaq”). Directors serve until the next annual meeting and until their successors are elected and qualified or until they die, retire or are removed. All of our current directors’ terms expire at this Annual Meeting. Directors who are elected at this Annual Meeting will have terms that will expire at our 2027 Annual Meeting.
The following presents our current directors, ages and positions as of [●], 2026:
| Name | Age | Position | ||
| Dave Rosa(1)(2*) | [●] | Chairman of the Board of Directors. | ||
| Sujatha Ramesh | [●] | Chief Operating Officer and Director | ||
| Ronald McClurg(1*)(2)(3) | [●] | Director | ||
| Jainal Bhuiyan(1)(3*) | [●] | Director |
| (1) |
Member of the Audit Committee. * Chairman of the Audit Committee and audit committee financial expert. |
| (2) |
Member of the Compensation Committee. * Chairman of the Compensation Committee. |
| (3) |
Member of the Nominating and Corporate Governance Committee. * Chairman of the Nominating and Corporate Governance Committee. |
Nominees for Election for a One Year Term Ending at the 2027 Annual Meeting
Based on the recommendation of the nominating and corporate governance committee of our Board of Directors, our Board of Directors has nominated Dave Rosa, Sujatha Ramesh, Ronald McClurg, and Jainal Bhuiyan for election as directors to serve for a one-year term ending at the 2027 Annual Meeting or until his or her successor is elected and qualified. Each nominee is a current member of our Board of Directors and each of the nominees has consented to serve if elected.
Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of the nominees. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee or nominees chosen by the present Board of Directors. In the alternative, the proxies may not vote for a substitute nominee or nominees and instead leave a vacancy on the Board of Directors. The Board of Directors may fill such vacancy at a later date or reduce the size of the Board of Directors. We have no reason to believe that the nominees will be unwilling or unable to serve if elected as a director.
Biographies of Nominees For Director
The biographies of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led the Board of Directors and its nominating and corporate governance committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our Board of Directors. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.
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Our corporate governance guidelines also dictate that a majority of the Board of Directors be comprised of independent directors whom the Board of Directors has determined have no material relationship with the Company and who are otherwise “independent” directors under the published listing requirements of the Nasdaq Capital Market (“Nasdaq”). The Company has determined that, with the exception of Ms. Sujatha Ramesh, our Chief Operating Officer and Director, all of our other directors qualify as “independent” directors.
Dave Rosa. Mr. Rosa has served as a member of our board of directors since August 2021. Since 2016, Mr. Rosa has been and currently is President and CEO of NeuroOne Medical Technologies (NMTC: Nasdaq), a publicly traded company on the Nasdaq. He also serves on the boards of Biotricity (BTCY: OTC), a publicly traded company on the Over the Counter (OTC) platform, where he currently serves as compensation committee chairman and Neuro Event Labs, a privately held company in Finland, where he currently serves as Chairman of the Board. Mr. Rosa has over 25 years of experience holding a variety of senior management roles representing several medical device markets. His recent experience includes developing early-stage companies to commercialization and Nasdaq listing. Mr. Rosa holds a Master of Business Administration degree from Duquesne University and Bachelor of Science degree in Commerce and Engineering from Drexel University. We believe that Mr. Rosa is well qualified to serve as chairman of the Board of Directors based on his entrepreneurial, leadership, operational and capital markets experience.
Sujatha Ramesh. Ms. Ramesh has served as our Chief Operating Officer and as a member of our Board since April 2025. Ms. Ramesh has more than 25 years of senior executive experience in the technology and financial services industry. Before joining the Company, she served as Global Head of Strategic Initiatives at Citigroup from 2006 to 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, Ms. Ramesh 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. Ms. Ramesh holds an MBA from NYU Leonard N. Stern School of Business and a Master of Science in Information Systems and Applications. We believe that Ms. Ramesh is qualified to serve as a member of our Board based on her senior leadership experience in technology, operations, transformation and governance.
Ronald McClurg. Mr. McClurg has over 30 years of financial leadership experience with public and private companies. Mr. McClurg has served as Chief Financial Officer of NeuroOne Medical Technologies Corp. (Nasdaq: NMTC) since January 2021. Prior to joining NeuroOne, from October 2003 to June 2019, Mr. McClurg served as VP – Finance and Administration and Chief Financial Officer of Incisive Surgical, Inc., a privately-held medical device manufacturer. Prior to 2003, Mr. McClurg served as Chief Financial Officer and Treasurer of Wavecrest Corporation, a privately-held manufacturer of electronic test instruments for the semiconductor industry, and served as Chief Financial Officer for several publicly-held companies, including Video Sentry Corporation, Insignia Systems, Inc. (Nasdaq: ISIG), and Orthomet, Inc. Currently, he serves on the board of governors of Biomagnetic Sciences, LLC and serves as a director and audit committee chair for Biotricity, Inc. (Nasdaq: BTCY). Mr. McClurg holds a Bachelor of Business Administration degree in accounting from the University of Wisconsin — Eau Claire. We believe that Mr. Ronald McClurg is qualified to serve as a member of our Board based on his outstanding skills and unique experience in Finance domain with public companies.
Jainal Bhuiyan. Mr. Jainal is currently a Senior Managing Director in investment banking at Paulson Investment Company. Prior to Paulson he was a partner at HRA Capital, a boutique investment bank he co-founded in 2012. Over the course of his 18 years of healthcare investment banking and capital markets experience, he has advised private and public healthcare companies from start-ups to commercially mature enterprises, totaling more than $3B in transactions. He holds FINRA Series 7, Series 63 and Series 79 licenses. We believe that Mr. Jainal Bhuiyan is qualified to serve as a member of our Board based on his outstanding skills and unique experience in investment banking in healthcare sector.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES.
______________________________________________________________
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Meetings of the Board of Directors
Our Board of Directors held [●] regular meetings in 2025 and acted by written consent [●] times. During their respective terms of service, each director attended at least 75% of all meetings of the Board of Directors during 2025. Under our corporate governance guidelines, directors are expected to be active and engaged in discharging their duties and to keep themselves informed about our business and operations. Directors are also expected to try to attend our annual meeting of stockholders, all meetings of the Board of Directors and all meetings of the committees on which they serve.
Code of Business Conduct and Ethics
We are committed to the highest standards of integrity and ethics in the way we conduct our business. Our Board of Directors has adopted a code of business conduct and ethics, which applies to our directors, officers and employees, including our chief executive officer, our chief financial officer, and our other executive and senior officers. Our code of business conduct and ethics establishes our policies and expectations with respect to a wide range of business conduct, including the preparation and maintenance of our financial and accounting information, our compliance with laws, and possible conflicts of interest.
Under our code of business conduct and ethics, each of our directors and employees is required to report suspected or actual violations to the extent permitted by law. In addition, we have adopted separate procedures concerning the receipt and investigations of complaints relating to accounting or audit matters. These procedures have been adopted by the Board of Directors and are administered by our audit committee.
A current copy of our code of business conduct and ethics is posted on the Governance section of our website, which is located at https://www.healthcaretriangle.com/investors/governence/policies.
Policy on Trading, Pledging and Hedging of Company Stock
Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short term trading (within six months), short sales and, without prior approval, purchases or sales of puts, calls or other derivative securities of the or other hedging transactions. In addition, our insider trading policy expressly requires prior approval from our compliance officer if any of our executive officers, directors and specified other employees and their respective affiliates wish to borrow against company securities held in a margin account, or, pledging our securities as collateral for a loan.
Independence of the Board of Directors
Our Board of Directors has determined that Messrs. Rosa, McClurg and Bhuiyan satisfy the requirement for independence set out in Nasdaq Rule 5605(b)(1) and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the Board of Directors sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his or her immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the Nasdaq rule referenced above. A majority of the members of our Board of Directors are independent under Nasdaq rules.
Identifying and Evaluating Director Nominees; Board Diversity
The Board of Directors is responsible for selecting its own members. The Board of Directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the Board of Directors, and management, will be requested to take part in the process as appropriate.
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Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates in connection with its evaluation of a director candidate, including through candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm, or reliance on the knowledge of the members of the nominating and corporate governance committee, the Board of Directors or management. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the Board of Directors’ approval as director nominees for election to the Board of Directors.
We do not have a formal policy concerning the diversity of the Board of Directors. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board of Directors, the nominating and corporate governance committee and the full Board of Directors are committed to creating a Board of Directors that promotes our strategic objectives and fulfills its responsibilities to our stockholders, and considers diversity of gender, race, national origin, education, professional experience, and differences in viewpoints and skills when evaluating proposed director candidates.
The nominating and corporate governance committee will consider, among other things, the following qualifications, skills and attributes when recommending candidates for the Board of Directors’ selection as nominees for the Board of Directors and as candidates for appointment to the Board of Directors’ committees. The nominee shall have high standards of personal and professional ethics and integrity, shall have proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, shall have skills that are complementary to those of the existing Board of Directors, shall have the ability to assist and support management and make significant contributions to the Company’s success and shall have an understanding of the fiduciary responsibilities that is required of a member of the Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
In evaluating proposed director candidates, the nominating and corporate governance committee will consider, in addition to the minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, the current size and composition of the board and the needs of the Board of Directors and the respective committees of the Board of Directors, such factors as character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, other commitments and the like and any other factors that the nominating and corporate governance committee may consider appropriate. When the nominating and corporate governance committee considers diversity, it will consider diversity of experience, skills, viewpoints, race and gender, as it deems appropriate.
Family Relationships
There are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors or officers of our Company or any other person pursuant to which any officer or director was or is to be selected as an officer or director.
Procedures for Submitting Stockholder Proposals
Requirements for Stockholder Proposals to be Brought Before the Annual Meeting. Stockholders may submit recommendations for director candidates to the nominating and corporate governance committee by sending the individual’s name and qualifications to our Corporate Secretary at Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588 who will forward all recommendations to the nominating and corporate governance committee. The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.
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Any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2027 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied, and we must receive such proposals no later than [*], 2026. Such proposals must be delivered to our Corporate Secretary at Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588.
Securityholder and Interested Party Communications
The Board of Directors provides to every securityholder and interested party the ability to communicate with the Board of Directors, as a whole, and with individual directors on the Board of Directors through an established process for securityholder and interested party communication. For a communication directed to the Board of Directors as a whole, securityholders and interested parties may send such communication to the attention of the Chairman of the Board of Directors via U.S. Mail or Expedited Delivery Service to: Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588, Attn: Mr. David Ayanoglou, Chief Financial Officer.
For a communication directed to an individual director in his capacity as a member of the Board of Directors, securityholders and interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588, Attn: [Insert the name of the director to whom you wish to communicate.]
We will forward by U.S. Mail any such communication to each director, and the Chairman of the Board in his capacity as a representative of the Board of Directors, to whom such communication is addressed to the address specified by each such director and the Chairman of the Board, unless there are safety or security concerns that mitigate against further transmission.
Board Leadership Structure and Board’s Role in Risk Oversight
Our Board of Directors currently believes that our company is best served by an independent director serving as the Chairman of the Board. Our independent directors bring experience, oversight and expertise from outside our company, while our Chief Financial Officer brings company-specific experience and expertise. Our Board of Directors believes that the independent role of Chairman is the best leadership structure for us at the current time as it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our Board of Directors. The Board of Directors recognizes, however, that no single leadership model is right for all companies at all times. Accordingly, the Board of Directors periodically reviews its leadership structure.
Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our Company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.
Each of our board committees also oversees the management of our Company’s risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our chief financial officer provides reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our chief financial officer. The audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our Board of Directors regarding these activities.
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Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed under “Risk Factors” in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
Risks Related to Compensation Policies and Practices
In establishing and reviewing our compensation philosophy and programs, we consider whether such programs encourage unnecessary or excessive risk taking. We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short- term and long-term strategic goals. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
Our Board of Directors has established three standing committees: audit, compensation, and nominating and corporate governance. We have appointed persons to the Board of Directors and committees of the Board of Directors as required to meet the corporate governance requirements of the Nasdaq. The audit committee, compensation committee and nominating and corporate governance committee all operate under charters approved by our Board of Directors (copies of which can be found on our website by visiting https://www.healthcaretriangle.com/investors/governence/policies). During the fiscal year ended December 31, 2025, the audit committee met [●] times, the compensation committee met [●] times, and the nominating and corporate governance committee met [●] times. During their respective terms of service, each director attended at least 75% of all meetings of the committees on which they then served, which were held during 2025.
Our Board of Directors may from time to time establish other committees.
Board and Committee Evaluations
The nominating and corporate governance committee intends to establish the Board and committee evaluation process and may determine to use an independent third-party evaluation process from time to time in the future. No board or committee evaluations were undertaken in 2025.
Director Attendance at Annual Meeting of Stockholders
Directors are encouraged to attend the annual meeting of stockholders to the extent practicable. We held an annual meeting of stockholders in 2025.
We have a separately designated standing audit committee of our Board of Directors, as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The audit committee is currently comprised of three independent directors: Ronald McClurg, Jainal Bhuiyan and Dave Rosa. Mr. McClurg is the Chair of our audit committee. Our Board of Directors has determined that each of the members of our audit committee is “independent” within the meaning of the rules of the Nasdaq and the SEC, including for audit committee purposes, and that each of the members of our audit committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the Nasdaq. In addition, our Board of Directors has determined that Mr. McClurg is an “audit committee financial expert” as defined by the SEC. Our audit committee operates under a written charter. Our audit committee assists our Board of Directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. Our audit committee’s responsibilities include:
| ● | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report; |
| ● | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
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| ● | discussing with management major risk assessment and risk management policies; |
| ● | monitoring the independence of the independent auditor; |
| ● | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
| ● | reviewing and approving all related-party transactions; |
| ● | inquiring and discussing with management our compliance with applicable laws and regulations; |
| ● | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
| ● | appointing or replacing the independent auditor; |
| ● | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
| ● | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
Report Of The Audit Committee Of The Board Of Directors
This report is submitted by the audit committee of the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”). The audit committee consists of the three directors whose names appear below. None of the members of the audit committee is an officer or employee of the Company, and the Board has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable rules of the Nasdaq. Each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq. The Board has designated Mr. McClurg as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee operates under a written charter adopted by the Board.
The audit committee’s general role is to assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.
The audit committee has reviewed the Company’s consolidated financial statements for 2025 and met with management, as well as with representatives of SRCO Professional Corporation, Chartered Professional Accountants, the Company’s independent registered public accounting firm, to discuss the financial statements. The audit committee also discussed with members of SRCO Professional Corporation, Chartered Professional Accountants the matters required to be discussed by the Auditing Standard No. 1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.
In addition, the audit committee received the written disclosures and the letter from SRCO Professional Corporation, Chartered Professional Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and discussed with members of SRCO Professional Corporation, Chartered Professional Accountants its independence.
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Based on these discussions, the financial statement review, and other matters it deemed relevant, the audit committee recommended to the Board that the Company’s audited consolidated financial statements for 2025 be included in its Annual Report on Form 10-K for 2025.
The information contained in this audit committee report shall not be deemed to be “soliciting material,” “filed” or incorporated by reference into any past or future filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.
Signed by the Audit Committee:
Ronald McClurg (Chairperson)
Jainal Bhuiyan
Dave Rosa
The members of the compensation committee are Dave Rosa, and Ronald McClurg. Mr. Rosa is the Chair of the compensation committee. Our Board of Directors has determined that each of the members of the compensation committee is “independent” within the meaning of the rules of the Nasdaq. Our compensation committee assists our Board of Directors in the discharge of its responsibilities relating to the compensation of our executive officers. Our compensation committee operates under a written charter. The compensation committee’s responsibilities include:
| ● | reviews, approves and determines, or makes recommendations to our Board of Directors regarding, the compensation of our executive officers; |
| ● | administers our equity compensation plans; |
| ● | reviews and approves, or makes recommendations to our Board of Directors, regarding incentive compensation and equity compensation plans; and |
| ● | establishes and reviews general policies relating to compensation and benefits of our employees. |
None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.
Nominating and Corporate Governance Committee
The members of the nominating and corporate governance committee are Ronald McClurg, and Jainal Bhuiyan. Mr. Bhuiyan is the Chair of the nominating and corporate governance committee. Our Board of Directors has determined that each of the members of the nominating and corporate governance committee is “independent” within the meaning of the rules of the Nasdaq. Our nominating and corporate governance committee operates under a written charter. The nominating and corporate governance committee’s responsibilities include:
| ● | identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board of Directors; |
| ● | evaluating director performance on our Board of Directors and applicable committees of our Board of Directors and determining whether continued service on our Board of Directors is appropriate |
| ● | evaluating nominations by stockholders of candidates for election to our Board of Directors; and |
| ● | corporate governance matters |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of [●], 2026, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.
Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of [●], 2026. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on [●] shares of our common stock and [●] shares of preferred stock issued and outstanding on [●], 2026. As of [●], 2026, there were [●] holders of our common stock and one holder of our preferred stock.
To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
| Number of Shares Beneficially Owned | Beneficial Ownership Percentages | |||||||||||||||||||||
| Name and Address of Beneficial Owner (1) | Title | Common Stock | Series A Super Voting Preferred Stock(2) | Percent of Common Stock | Percent of Series A Super Voting Preferred Stock | Percent of Voting Stock (3) | ||||||||||||||||
| Officers and Directors | ||||||||||||||||||||||
| David Ayanoglou | Chief Financial Officer | [●] | — | [●] | % | — | [●] | % | ||||||||||||||
| Sujatha Ramesh | Chief Operating Officer and Director | [●] | — | [●] | % | — | [●] | % | ||||||||||||||
| Ronald McClurg | Director | [●] | — | * | — | * | ||||||||||||||||
| Jainal Bhuiyan | Director | [●] | — | * | — | * | ||||||||||||||||
| Dave Rosa | Director | [●] | — | * | — | * | ||||||||||||||||
| All directors and executive officers as a group ([●] persons) | [●] | — | [●] | % | N/A | [●] | % | |||||||||||||||
| Suresh Venkatachari | [●] | [●] | [●] | % | [●] | 77.11 | % | |||||||||||||||
| * | Less than 1%. |
| (1) | The principal address of the named officers, directors and 5% stockholders of the Company is c/o Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, CA 94588. |
| (2) | For purposes of the Series A Super Voting Preferred Stock and voting stock columns, Suresh Venkatachari holds Series A Super Voting Preferred Shares representing percentage of the voting power as of May [●], 2026. |
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RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have appointed SRCO Professional Corporation, Chartered Professional Accountants, as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2026, and we are asking you and other stockholders to ratify this appointment. SRCO Professional Corporation, Chartered Professional Accountants has served as our independent registered public accounting firm since April 2025.
The audit committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, the Board of Directors determined to submit to stockholders for ratification the appointment of SRCO Professional Corporation, Chartered Professional Accountants. A majority of the votes present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required in order to ratify the appointment of SRCO Professional Corporation, Chartered Professional Accountants. In the event that the required majority do not ratify this appointment of SRCO Professional Corporation, Chartered Professional Accountants, we will review our future appointment of SRCO Professional Corporation, Chartered Professional Accountants.
We expect that a representative of SRCO Professional Corporation, Chartered Professional Accountants will attend the virtual Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
We have adopted a policy under which the audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
In addition, in the event time constraints require pre-approval prior to the audit committee’s next scheduled meeting, the audit committee has authorized its chairman to pre-approve services. Engagements so pre-approved are to be reported to the audit committee at its next scheduled meeting.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF SRCO PROFESSIONAL CORPORATION, CHARTERED PROFESSIONAL ACCOUNTANTS, AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
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APPROVAL OF THE AMENDMENT TO THE 2020 STOCK INCENTIVE PLAN TO PROVIDE FOR AUTOMATIC ANNUAL INCREASES IN SHARES RESERVED UNDER THE PLAN
We are proposing that our stockholders approve the amendment (the “Plan Amendment”) of the Healthcare Triangle, Inc. 2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2026 fiscal year, in an amount equal to the greater of: (a) 2,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year. The Plan Amendment will terminate with the termination of the Plan on December 31, 2030.
Our Board of Directors believes that our continued growth and success depends, in large part, on our ability to maintain a competitive position by attracting, retaining, and motivating key employees, directors and consultants with experience and ability, which is vital to our future success, and to align our employees’, directors’ and consultants’ compensation with building shareholder value. Our Plan is an integral part of this strategy. An increase in shares available under the Plan is necessary not only to retain current employees, directors, and consultants but also to attract new talent as we grow. Our Board of Directors believes that the shares currently available under our Plan will be insufficient to meet our future needs, thus potentially impairing our ability to attract and retain key employees through the grant of stock-based awards. The Plan is designed to attract, motivate, and retain employees, directors and consultants of the Company and to further the growth and financial success of the Company by aligning the interests of such persons through ownership of our common stock with the interests of our stockholders.
The Plan currently authorizes the grant of stock options to employees, directors and consultants of the Company and its subsidiaries. You may view the Plan in its current form on the website of the Securities and Exchange Commission, www.sec.gov, by searching for Healthcare Triangle, Inc.’s Amendment No. 2 to its Form S-1 Registration Statement (File No. 333-259180) as filed with the SEC on September 27, 2021. The Plan is Exhibit 10.6 to that Registration Statement.
At present, the first sentence of Section 3 of the Plan states that: “Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be issued under the Plan is [●] all of which may be issued under the Plan pursuant to Incentive Stock Options.” Section 10 of the Plan provides for the adjustment of the number of shares of common stock subject to the Plan as a result of changes in capitalization, mergers or other transactions. There are no provisions in the Plan for any increase over the [●] shares of common stock currently reserved for the Plan.
On May [●], 2026, the Board of Directors approved the Plan Amendment, subject to stockholder approval. The Plan will be amended as follows:
The first sentence of Section 3 of the Plan shall be deleted in its entirety and replaced with the following sentence:
“Subject to the provisions of Section 10, the number of Shares available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2026 fiscal year, in an amount equal to the least of (a) 2,000,000 Shares, (b) a number of Shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.”
Our Board of Directors believes that the proposed Plan Amendment is in the best interests of, and will provide long-term advantages to, us and our stockholders and recommends the approval by our stockholders of the Plan Amendment. Stock options are granted by the Board of Directors to the employees, directors and consultants of our Company upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business. These incentives provide our employees with a proprietary interest in our Company, thereby stimulating their commitment on our behalf and strengthening their desire to remain with us. Our Board of Directors anticipates that this direct stake in the future success of our Company also assures a closer alignment of the interests of employees with those of our stockholders. Our Board of Directors believes that the number of shares of common stock currently available for issuance under our Plan is insufficient in view of our anticipated growth, compensation structure, business strategy and our plans to issue additional shares of common stock in the future to increase our capitalization to permit investment in our future growth.
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Under the current Plan, in order to increase the number of shares of common stock available for the Plan, we would need to obtain stockholder approval each time an increase was deemed necessary. Stockholder approval requires that the board wait until the time for our annual meeting, which could result in the loss of important members of our team or call a special meeting of stockholders which would result in some distraction to management from its focus on our business and substantial additional expense, the funds of which could be better used for non-administrative matters.
If we cannot increase the amount of shares of common stock available for issuance pursuant to the Plan Amendment, it could have a negative impact on our ability to retain and attract key employees. Accordingly, we are seeking stockholder approval of the Plan Amendment. In the event that the Plan Amendment is not approved by stockholders, the Plan will continue in effect without the amendment described above.
Any increase in the number of shares of common stock reserved under the Plan has the potential to dilute the ownership of our current stockholders. Dilution will decrease such stockholders’ voting power, will decrease their proportionate share of any dividends we may declare and may make it more difficult for a stockholder to increase his/her percentage ownership in the Company. Moreover, an automatic increase in the number of shares subject to the Plan eliminates the ability of our stockholders to have control over this form of compensation to our directors and management. These reasons and others are why certain advisory firms recommend against such provisions in a company’s equity incentive plan.
As of June [●], 2026: (i) [●] shares of our common stock remained available for future awards under our Plan; and (ii) [●]shares of our common stock were subject to outstanding options under our Plan (with the outstanding options having a weighted average exercise price of $[*] per share and a weighted average term to scheduled expiration of 2.25 years). During the fiscal year ended December 31, 2025, our Board of Directors approved the grant of options to purchase [●] shares of common stock under our Plan.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE PLAN AMENDMENT.
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APPROVAL OF ONE OR MORE FINANCING ISSUANCES UNDER NASDAQ LISTING RULE 5635(d)
Our stockholders are being asked to approve at the Annual Meeting, for purposes of Nasdaq Listing Rule 5635(d), future issuances of the Company’s securities (“Future Issuances”) that are within the Nasdaq Parameters (as defined below).
Nasdaq Rule 5635(d)
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price. For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii) “Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on NASDAQ.com) immediately preceding the signing of the binding agreement; or (B) the average closing price of common stock (as reflected on NASDAQ.com) for the five trading days immediately preceding the signing of the binding agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of NASDAQ Listing Rule 5635(d).
Furthermore, since the Future Issuances have not been completed and the specific terms of each Future Issuance are uncertain, Nasdaq will not consider approval by our stockholders of the Future Issuances to be sufficient for purposes of Nasdaq Rule 5635(d) unless we implement and disclose the following transaction parameters, which cannot be altered (the “Nasdaq Parameters”):
| 1. | Maximum number of shares of Common Stock Issuable: |
250,000,000
| 2. | Maximum number of shares of Common Stock issuable upon exercise of Warrants: |
250,000,000
| 3. | Maximum Dollar Amount of Issuance: |
$100,000,000.
| 4. | Maximum Amount of discount to the market: |
80%
| 5. | Purpose of the Transaction: |
To provide the Company with additional working capital.
| 6. | Time frame to complete the Future Issuances: |
The closing date is no later than September [●], 2026 (3 months after the Annual Meeting)
If the Nasdaq Approval Proposal is approved by the shareholders at the Annual Meeting and we complete Future Issuances under the Nasdaq Parameters, such issuances will not affect the rights of our existing shareholders, but such issuances will have a dilutive effect on our existing stockholders, including, over time, the voting power of the existing stockholders.
Recommendation of our Board
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NASDAQ APPROVAL PROPOSAL.
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APPROVAL OF THE ISSUANCE OF [2,915,656] SHARES OF COMMON STOCK PURSUANT TO THE SETTLEMENT AGREEMENT UNDER NASDAQ LISTING RULE 5635(a)
Background and Reason for the Proposal
On October 21, 2024, the Company entered into an Asset Transfer Agreement (the “Asset Transfer Agreement”) with SecureKloud Technologies, Inc. (“SecureKloud”), pursuant to which the Company acquired substantially all of the business, assets, and operations relating to the cloud and technology domain of SecureKloud. The Acquired Assets include all of SecureKloud’s cloud and technology domain and substantial business interests in the field. As consideration for the acquired assets, the Company issued 1,600,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (“Series B Preferred Stock”), which is convertible each into 10 shares of common stock of the Company at the holder’s option (subject to stockholder approval), for a total consideration of $4.50 per share of Series B Preferred Stock, valuing the transferred assets at USD 7.20 million. The Asset Transfer Agreement also contained customary representations, warranties, indemnities, and covenants. The closing of the said transaction occurred at SecureKloud’s place of business on October 22, 2024. Initially, there were 16,000,000 shares of the Company’s common stock underlying the Series B Preferred Stock which had a market value of approximately $7,000,000.
On August 1, 2025, we effected a 1:249 reverse stock split, and on February 10, 2026, we effected a 1:60 reverse stock split. As a result of these two reverse stock splits, the number of shares of the Company’s common stock underlying the Series B Preferred Stock was reduced to 1,071 shares, which had a market value as of May [*], 2026 of $[*]. In order for the Company to adequately compensate SecureKloud for the transfer of its assets, on May [*], 2026, the Company entered into the Settlement Agreement in which the Company agreed to issue SecureKloud [2,915,656] shares of its common stock (the “Settlement Shares”) to SecureKloud upon stockholder approval of such issuance in exchange for the cancellation of all of the shares of Series B Preferred Stock. We are seeking stockholder approval for the issuance of these shares of common stock. Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if the common stock to be issued has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance, or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance. Since at the time of the execution of the Settlement Agreement, the Settlement Shares represented more than 20% of the outstanding shares of common stock of the Company, the Company is required by Nasdaq Listing Rule 5635(a) to obtain stockholder approval prior to the issuance of the Settlement Shares. The Settlement Agreement [was/will be] filed as Exhibit [●] to the Company’s Current Report on Form 8-K filed with the SEC on [●], 2026. The full text of the Asset Transfer Agreement and the Certificate of Designations for the Series B Preferred Stock were filed with the SEC as exhibits to our Current Report on Form 8-K filed on October 25, 2024. Stockholders are urged to carefully read these documents.
Potential Adverse Effects of this Proposal: If this proposal is approved, the issuance of common stock will result in substantial dilution to the interests of existing holders of our common stock and the ownership interest of our existing stockholders would be correspondingly reduced, and they would therefore have less ability to influence corporate decisions requiring stockholder approval.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.
Required Vote; Recommendation of the Board of Directors
Approval of this proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4). For purposes of the vote on this proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Annual Meeting will have no effect on the vote to approve this proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE SETTLEMENT AGREEMENT COMMON STOCK ISSUANCE PROPOSAL.
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APPROVAL OF THE ISSUANCE OF SECURITIES IN CONNECTION WITH THE TEYAME TRANSACTION UNDER NASDAQ LISTING RULE 5635(a)
Background and Reason for the Proposal
On January 22, 2026, the Company entered into the Share Purchase Agreement pursuant to which the Company, through its wholly-owned subsidiary, acquired 100% of the equity interests of Teyame 360 S.L. and Datono Mediacion S.L., each a company incorporated in Spain (collectively, the “Target Companies”), for a purchase price of up to approximately $50.0 million, consisting of a combination of: (i) cash consideration of up to approximately $15.0 million payable in tranches, (ii) approximately $6.0 million in shares of the Company’s common stock, (iii) approximately $24.0 million in shares of the Company’s non-voting convertible preferred stock issuable as post-closing consideration, and (iv) approximately $5.0 million in shares of the Company’s non-voting convertible preferred stock issuable as a management earnout, subject to post-closing performance targets.
The Company has paid the sellers of the Target Companies $[*] million in cash with the remainder expected to be paid on or before [*], 2026. The $6.0 million in shares of the Company’s common stock will be issued upon stockholder approval and the conversion of any convertible preferred stock issued to the sellers will be subject to stockholder approval.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2026, and the amendment to the Share Purchase Agreement, which [was/will be] filed as Exhibit [●] to our Current Report on Form 8-K filed with the SEC on May [*], 2026. Stockholders are urged to carefully read the Share Purchase Agreement and amendment.
We are seeking stockholder approval under Nasdaq Listing Rule 5635(a), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if the common stock to be issued (or issuable upon conversion) would equal or exceed 20% of the common stock or voting power outstanding before the transaction. The securities contemplated in the Teyame transaction exceed this threshold. Because our common stock is listed on the Nasdaq Capital Market, we are subject to the Nasdaq Listing Rules.
Effects of the Proposal and Consequences if Not Approved
Approval of this proposal will enable the Company to issue the necessary securities to complete the acquisition as contemplated. The Board believes this transaction is a critical step in positioning HCTI as a global leader in AI-powered digital health solutions. The issuance of these securities will result in substantial dilution to our existing stockholders. Each share of common stock or preferred stock that would be issuable in the transaction would have the same rights and privileges as each of our currently outstanding shares of common stock or applicable class of preferred stock. As shares are issued in connection with the Teyame transaction, the ownership interest of our existing stockholders would be correspondingly reduced, and they would therefore have less ability to influence corporate decisions requiring stockholder approval.
If the proposal is not approved, the Company will be unable to issue securities in excess of the Nasdaq 20% limit, which would likely prevent the consummation of the transaction on its proposed terms and may cause the Company to forfeit the strategic benefits of the acquisition.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.
Required Vote; Recommendation of the Board of Directors
Approval of this proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4). For purposes of the vote on this proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Annual Meeting will have no effect on the vote to approve this proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE TEYAME TRANSACTION ISSUANCE PROPOSAL.
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APPROVAL OF THE ISSUANCE OF COMMON STOCK IN EXCESS OF THE EXCHANGE CAP PURSUANT TO THE ELOC PURCHASE AGREEMENT UNDER NASDAQ LISTING RULE 5635(d)
Equity Line of Credit
On June 12, 2026, we entered into the ELOC Purchase Agreement with Hudson Global Ventures, LLC (“Hudson Global”) for the potential sale and issuance of up to $50,000,000 in shares of common stock (the “Purchase Shares”). We are seeking stockholder approval for the issuance of shares of common stock in excess of the Exchange Cap (as defined below), which represents 19.99% of the outstanding shares of common stock as of the date the ELOC Purchase Agreement was executed.
Under the terms and subject to the conditions of the ELOC Purchase Agreement, we have the right, but not the obligation, to sell to Hudson Global, and Hudson Global is obligated to purchase up to $50,000,000 of Common Stock. Such sales of Common Stock by us, if any, will be subject to certain limitations set forth in the ELOC Purchase Agreement, and may occur from time to time, at our sole discretion, over the 36-month period commencing on the date of the ELOC Purchase Agreement, subject to the condition that a registration statement covering the resale by Hudson Global of shares of Common Stock that have been and may be issued to Hudson Global under the ELOC Purchase Agreement, which we agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC (the date on which all of such conditions are satisfied, the “Commencement Date”).
From and after the Commencement Date, we may from time to time on any business day, by written notice delivered by us to Hudson Global, direct Hudson Global to purchase a minimum of $25,000 and up to a maximum of $2,500,000 of shares of common stock on such business day (calculated using the Initial Purchase Price), subject to a further cap of 200% of the Average Daily Trading Value (as defined in the ELOC Purchase Agreement), at a purchase price per share that will be equal to the lesser of (i) 94% of the average of the three (3) lowest traded prices of the Company’s common stock on the Principal Market during the five (5) Trading Days immediately preceding the respective Put Date (the “Initial Purchase Price”), or (ii) 94% of the lowest traded price of the Company’s common stock on the Principal Market on any Trading Day during the Valuation Period (the “Market Price”).
We will control the timing and amount of any sales of Common Stock to Hudson Global pursuant to the ELOC Purchase Agreement. Hudson Global has no right to require us to sell any shares of Common Stock to Hudson Global, but Hudson Global is obligated to make purchases as we direct, subject to certain conditions.
Actual sales of shares of Common Stock to Hudson Global will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for our operations. The net proceeds under the ELOC Purchase Agreement to us will depend on the frequency and prices at which we sell shares to Hudson Global. We expect that any proceeds received by us from such sales to Hudson Global will be used to support our operations, for working capital and for other general corporate purposes.
The aggregate number of shares that we can issue to Hudson Global under the ELOC Purchase Agreement may in no case exceed [●] shares of common stock (subject to adjustment for stock dividends, stock splits, stock combinations, rights offerings, reclassifications, or similar transactions that proportionately decrease or increase the common stock) (which is equal to approximately 19.99% of the shares of common stock outstanding immediately prior to the execution of the ELOC Purchase Agreement) (the “Exchange Cap”), unless stockholder approval is obtained, pursuant to Nasdaq Listing Rule 5635(d), to issue Purchase Shares above the Exchange Cap.
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Commitment Fee Warrants
In connection with the ELOC Purchase Agreement, on June 12, 2026, we issued to Hudson Global a Common Stock Purchase Warrant (the "Warrant") to purchase 50,000 shares of common stock at an exercise price of $0.00001 per share. The Warrant is exercisable for a period of five (5) years from the date of issuance and was issued as a commitment fee for Hudson Global’s agreement to enter into the ELOC Purchase Agreement. The Warrant contains a beneficial ownership limitation of 4.99% and is subject to the Exchange Cap. The Warrant provides for cashless exercise and contains customary anti-dilution provisions. Notwithstanding the foregoing, the Warrant ceases to be exercisable if the common stock becomes a “penny stock” as defined in SEC Rule 240.3a51-1.
The ELOC Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. We have the right to terminate the ELOC Purchase Agreement at any time, subject to certain conditions (including that termination may not occur during any Valuation Period or at any time that Hudson Global holds any Put Shares), and the ELOC Purchase Agreement shall terminate at the end of the Commencement Period (as defined therein).
The foregoing descriptions of the ELOC Purchase Agreement, Registration Rights Agreement, and the Warrant are qualified in their entirety by reference to the full text of such agreements, copies of which were filed as Exhibits 10.2, 10.3, and 4.2, respectively, to our Current Report on Form 8-K filed on June 12, 2026. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Nasdaq Listing Requirements and the Necessity of Shareholder Approval
Pursuant to Rule 5635(d), if an issuer intends to issue securities in a transaction which could result in the issuance of 20% or more of the issued and outstanding shares of the issuer’s common stock on a pre-transaction basis for less than the Minimum Price for such stock, the issuer generally must obtain the prior approval of its stockholders. The number of Purchase Shares to be issued to Hudson Global pursuant to the ELOC Purchase Agreement could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Rule 5635(d).
Required Vote; Recommendation of the Board of Directors
Approval of this proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4). For purposes of the vote on this proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Annual Meeting will have no effect on the vote to approve this proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE ELOC PURCHASE AGREEMENT ISSUANCE PROPOSAL.
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APPROVAL OF THE ISSUANCE OF COMMON STOCK UNDERLYING THE OID SENIOR SECURED CONVERTIBLE DEBENTURES UNDER NASDAQ LISTING RULES 5635(b) AND 5635(d)
Our stockholders are being asked to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of common stock underlying the debt financing entered into by the Company as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2026, which issuance may exceed 19.99% of the Company’s outstanding shares of common stock as of the date of execution of the applicable agreements and which may result in a change of control of the Company.
Summary of the Transaction
On June 12, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of $4.32 million in 15% original issue discount senior secured convertible debentures (the “Debentures”) for aggregate gross proceeds of approximately $3.6 million before deducting fees and expenses of the placement agent.
The Debentures have a maturity date of December 12, 2026 (which can be extended at the option of the Company until March 12, 2027) and are convertible, following the six-month anniversary of the issuance date, into shares of the Company’s common stock at a conversion price equal to the greater of (x) $0.452 (the “Floor Price”) and (y) 85% of the lowest VWAP for the three (3) trading days immediately prior to the date of conversion. If the maturity date of the Debentures is extended, the outstanding principal amount of the Debentures will be increased by 10%. Any prepayment of the Debentures will be prepaid at 102.5% of the principal prepayment. The Company is also required to prepay the Debentures in an amount equal to 25% of the net proceeds it receives from any securities financing.
The Company engaged WallachBeth Capital LLC (the “Placement Agent”) to act as the Company’s placement agent in connection with the offering. The Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds raised in the offering and agreed to reimburse the Placement Agent $65,000 for its expenses.
The foregoing summary of the Purchase Agreement and Debentures does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the forms of the Purchase Agreement and Debentures which were filed as Exhibits 10.1 and 4.1, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2026, and are incorporated herein by reference. Stockholders are urged to read those documents in their entirety.
Use of Proceeds
The Company intends to use the net proceeds from the offering for working capital, repayment in full of notes with an outstanding balance of approximately $1.6 million and general corporate purposes.
Nasdaq Rule 5635(d)
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price. For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii) “Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on NASDAQ.com) immediately preceding the signing of the binding agreement; or (B) the average closing price of common stock (as reflected on NASDAQ.com) for the five trading days immediately preceding the signing of the binding agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of Nasdaq Listing Rule 5635(d).
The number of shares of the Company’s common stock outstanding as of June 11, 2026, was [*]. If the aggregate principal amount of the Debentures were converted at the Floor Price, such conversion would result in the issuance of [*] shares of the Company’s common stock which would be considered by Nasdaq as a 20% Issuance. Because the conversion of the Debentures may result in a 20% Issuance at a price that is below the Minimum Price, pursuant to the requirements of the Purchase Agreement and Nasdaq Listing Rule 5635(d), the Company is seeking stockholder approval for any such 20% Issuance that is below the Minimum Price.
Required Vote; Recommendation of the Board of Directors
Approval of this proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4). For purposes of the vote on this proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Annual Meeting will have no effect on the vote to approve this proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE OID SENIOR SECURED CONVERTIBLE DEBENTURE PROPOSAL.
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PROPOSAL NINE
APPROVAL OF ADJOURNMENT OR POSTPONEMENT OF THE ANNUAL MEETING
We are asking stockholders to approve one or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of one or more of the proposals described in this Proxy Statement (the “Adjournment Proposal”). Approval of this proposal would permit the persons named as proxies to vote in favor of adjourning or postponing the Annual Meeting to a later date or dates if there are insufficient votes to approve one or more proposals at the time of the Annual Meeting.
The Board of Directors believes that the ability to adjourn or postpone the Annual Meeting, if necessary or appropriate, is in the best interests of the Company and its stockholders because it would provide additional time to solicit votes required to approve proposals that the Board of Directors believes are important to the Company. If the Annual Meeting is adjourned or postponed, no additional notice of the adjourned or postponed meeting will be given unless required by law.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.
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TRANSACTION OF OTHER BUSINESS
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.
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Availability of bylaws
A copy of our amended bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
2025 Annual Report
Our financial statements for our fiscal year ended December 31, 2025 are included in our annual report, which we will make available to stockholders at the same time as this proxy statement. Our proxy materials and our annual report are posted on our website at https://www.healthcaretriangle.com/sec-filings/ and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report, free of charge, by sending a written request to Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 210, Pleasanton, California 94588, Attention: Secretary.
Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.
By Order of the Board of Directors:
| /s/ Dave Rosa |
Dave Rosa
Chairman of the Board of Directors
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