Form 8-K

8-K — Healthcare Triangle, Inc.

Accession: 0001213900-26-042597

Filed: 2026-04-10

Period: 2026-04-07

CIK: 0001839285

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0285959-8k_healthcare.htm (Primary)

EX-10.1 — PLATFORM DEVELOPMENT AGREEMENT, DATED APRIL 7, 2026, BY AND AMONG HEALTHCARE TRIANGLE, INC., SECUREKLOUD TECHNOLOGIES LIMITED AND BLOCKEDGE TECHNOLOGIES INC (ea028595901ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 7, 2026

HEALTHCARE

TRIANGLE, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40903

84-3559776

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

7901

Stoneridge Dr., Suite 220 Pleasanton, CA 94588

(Address

of principal executive offices)

(925)-270-4812

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.00001 per share

HCTI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

April 7, 2026, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), entered into a Platform Development

Agreement (the “Agreement”) with SecureKloud Technologies Limited, an Indian corporation (“SKL”),

as lead contractor, and Blockedge Technologies Inc., a subsidiary of SKL (“Blockedge”), as sub-contractor. The Agreement

is made effective as of March 31, 2026. The Agreement supplements and amends the Company’s master services agreements dated April

1, 2023 and January 1, 2025 (collectively, the “MSAs”), and except as expressly stated in the Agreement, the terms

and conditions of the MSAs remain in full force and effect.

Pursuant

to the Agreement, SKL, with the assistance of Blockedge, will design, develop, test, and deliver an integrated health advisory and care

platform and related tools, including document management artificial intelligence tools, in accordance with functional specifications

and a project plan. The platform and tools are intended to form part of the Company’s (together with its subsidiaries) commercial

product offerings. The Company will monitor development progress periodically, and SKL and Blockedge will endeavor to incorporate comments

or modifications from the Company in the development of the intellectual property rights and tools being procured under the Agreement.

The

project term commenced March 31, 2026, and is expected to be completed within 12 to 15 months, but in no event later than September 30,

2027.

The

Agreement provides that all intellectual property rights in and to the deliverables and tools developed under the Agreement, including

enhancements and derivative works, will be owned exclusively by the Company. SKL and its subsidiaries irrevocably assign to the Company

all such rights and ownership interests, and SKL and its subsidiaries, including Blockedge, will have no ongoing rights, ownership, commissions,

or royalties arising out of the deployment or use of such intellectual property rights and tools developed exclusively for the Company

and its subsidiaries pursuant to the Agreement. The tools are to be developed for deployment solely by the Company and its subsidiaries,

primarily in North American and European markets, but the Company may deploy the tools globally without any approval or consent requirement

from SKL or Blockedge.

The

Agreement includes an acknowledgment regarding advances previously paid by the Company to SKL and Blockedge that were outstanding as

of March 31, 2026, consisting of an advance of approximately $3.48 million to SKL and an advance of approximately $0.345 million to Blockedge.

The Agreement further provides that the advances received by Blockedge are transferred to SKL and are subject to being offset against

invoices to be raised by SKL. SKL will issue monthly invoices for services rendered by SKL and Blockedge, inclusive of applicable transfer

pricing and applicable taxes, by the fifth working day of each month for the preceding month, and the Company will have the right to

offset such invoices against the advance payments previously made, at the Company’s discretion. The Agreement also provides that

the Company will not make any further payment to SKL or Blockedge for services performed under the Agreement unless and until the cumulative

advance payments up to the maximum approved amount are fully offset and settled as described in the Agreement.

The

parties agreed that the total budget for the project will be no more than $3.0 million, with an additional $0.2 million contingency budget,

subject to amendment. Any cost overrun beyond $3.2 million (including the contingency) must be pre-approved by the Company in writing

prior to being incurred, together with reasonable explanations regarding such overrun.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Title

10.1

Platform Development Agreement, dated April 7, 2026, by and among Healthcare Triangle, Inc., SecureKloud Technologies Limited and Blockedge Technologies Inc.

104

Cover

Page Interactive Data File (formatted as Inline XBRL).

Forward-Looking

Statements

Certain

statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of

the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor”

provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included

in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “would” and variations of these words or similar expressions (or the negative versions of such words

or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Forward-looking

statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,

assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk

Factors” section of the Company’s Annual Report on Form 10-K filed on March 31, 2025, and other reports and registration

statements of the Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes

to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements

attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes

no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form

8-K, except as required by law.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Healthcare

Triangle, Inc.

Dated:

April 10, 2026

By:

/s/

David Ayanoglou

David

Ayanoglou

Chief

Financial Officer

EX-10.1 — PLATFORM DEVELOPMENT AGREEMENT, DATED APRIL 7, 2026, BY AND AMONG HEALTHCARE TRIANGLE, INC., SECUREKLOUD TECHNOLOGIES LIMITED AND BLOCKEDGE TECHNOLOGIES INC

EX-10.1

Filename: ea028595901ex10-1.htm · Sequence: 2

Exhibit 10.1

PLATFORM

DEVELOPMENT AGREEMENT

Between

Healthcare Triangle, Inc., SecureKloud Technologies Limited and Blockedge Technologies Inc.

Dated:

April 7th 2026

This

Agreement is entered into by and between Healthcare Triangle, Inc., a Delaware corporation (“HCTI”),

SecureKloud Technologies Limited, an Indian corporation (“SKL”) as the Lead Contractor, and Blockedge Technologies

Inc., a subsidiary of SKL, acting as a Sub-Contractor, collectively referred to as “Parties”, and is made effective as

of March 31, 2026 (“Effective Date”).

This

Agreement supplements and amends the Master Services Agreements dated January 1, 2025 and April 1, 2023 (collectively, the “MSA”).

Except as expressly stated herein, all terms and conditions of the MSA remain in full force and effect.

1. Purpose

The

Parties desire to formalize the terms under which SKL, with the assistance of Blockedge Technologies Inc., will design, develop, and

deliver an Integrated Health Advisory & Care Platform & Tools that will form part of HCTI’s (together with its

subsidiaries) new commercial product offerings.

2. Prepayment

Acknowledgment

The

Parties agree, acknowledge and affirm that:

a. SKL

and Blockedge Technologies Inc., collectively possess the required expertise, capability,

experience and knowledge of building and developing the IP rights and AI Tools desired by

HCTI under this Agreement.

b. SKL

and Blockedge Technologies Inc., have collectively expressed their commitment and willingness

to perform such work and develop the IP rights and AI Tools for HCTI as defined in Exhibit

A, pursuant to the terms of this Agreement.

c. HCTI

has paid, and SKL and Blockedge Technologies Inc. have respectively received, the following

advances, which are outstanding as of March 31, 2026:

- US$

3.48 million advance to SKL; and

- US$

0.345 million advance to Blockedge Technologies Inc.

d. The advance payments, as defined above, are for the development

of the Document Management AI Tools as described in section 1 of this agreement; and

e. The

advances received by Blockedge Technologies Inc., be and are hereby transferred to SKL, and

are subject to be entirely offset against the invoices to be raised by SKL.

f. Such

advances are for the purposes of, and shall be applied against, the monthly invoices for

costs incurred on development of this Project as described herein.

g. The

advances paid to SKL and Blockedge Technologies Inc., can be, and are hereby authorized by

the Parties, to be offset against the invoices to be raised by SKL for the work done pursuant

to this Agreement.

3. Project

Scope and Deliverables

3.1 Development

Scope

SKL,

together with Blockedge Technologies Inc., shall design, develop, test, and deliver Document Management AI Tools in accordance with the

functional specifications, including but not limited to, those outlined in the attached Exhibit A (Project Plan).

HCTI

shall monitor the development progress on a periodic basis, and SKL and Blockedge Technologies Inc., shall together endeavor to incorporate

any comments or modifications from HCTI in the development of IP rights and AI Tools being procured under this Agreement.

3.2 Project

Plan

The

development timeline shall follow the project plan attached as Exhibit A (Project Plan).

4. Project

Term

The

Project shall commence and be effective as at March 31, 2026 and is expected to be completed within 12–15 months,

but in no event later than September 30, 2027.

5. Intellectual

Property

5.1

All Intellectual Property rights in and to the Document Management AI Tools, including all enhancements, derivative works,

and related deliverables, shall be owned exclusively by HCTI.

5.2

SKL, and its subsidiaries irrevocably assign all such rights, and ownership interests relating to the IP rights and AI Tools being

developed to HCTI.

5.3

SKL, and its subsidiaries, including Blockedge Technologies Inc., shall have no ongoing rights, ownership, commissions or royalties

arising out of deployment or usage of such IP rights and tools which are developed exclusively for HCTI and its subsidiaries,

pursuant to this Agreement.

5.4 The

tools shall be developed for deployment solely by HCTI and its subsidiaries primarily in the North American and European markets,

but can be deployed to any other markets globally, as HCTI may deem fit, without any approval or consent requirement from SKL or

Blockedge Technologies Inc..

6. Budget

and Fees

6.1 Total

Budget

The

Parties agree that the total budget for the Project, as provided in Exhibit A, shall be no more than US$ 3.0 million with an additional

US$ 0.2 million contingency budget, subject to any further amendment and additions to build.

HCTI

shall endeavor to approve all requests beyond the $3 million budget, upto the US$ 0.2 million contingency, in a reasonable time upon

written request by SKL, but in no more than 10 working days after receipt of such request. A track record of such request shall be

kept by SKL and be made available to HCTI.

Any

cost overrun beyond US$3.2 million (including the contingency) must be pre-approved by HCTI in writing, together with reasonable explanations

on the overrun, prior to it being incurred by SKL and/or Blockedge Technologies Inc.

6.2 Monthly

Invoicing

6.2.1.

SKL, as the Lead Contractor, shall issue a monthly invoice for services rendered by SKL and Blockedge Technologies Inc., inclusive

of any applicable transfer pricing and any applicable taxes, by the 5th working day of each month, for the preceding

month.

6.2.2

Such invoice shall be deemed to include the amounts incurred by Blockedge Technologies Inc. towards developing the IP rights and

Tools mentioned herein, and, HCTI has the right to offset such invoice against the advance payments previously made to SKL and

Blockedge Technologies Inc., accordingly, at its own discretion, and in any manner as it deems fit. No separate invoice shall be

issued by Blockedge Technologies Inc., and the advances to both SKL and Blockedge Technologies Inc., shall be settled accordingly as

described in this Agreement.

6.2.3

HCTI shall not make any further payment to SKL or to Blockedge Technologies Inc., pursuant to the services performed under this

agreement, unless the cumulative advance payments amounting to the maximum approved of US$ 3.20 million (or any further approved

additions thereto, mentioned in this Agreement are fully offset and settled.

6.3 Monthly

Cap and Offset

Monthly

invoices may be issued for the expenses incurred in building the Project, and such amounts shall be offset against the existing advances

paid by HCTI to SecureKloud Technologies Limited or its subsidiaries, including Blockedge Tecnologies Inc., as mentioned in this

Agreement.

7. Binding

Effect

This

agreement shall be fully binding upon execution by all Parties.

8. Miscellaneous

1. This

Agreement shall be read together with the MSAs. In the event of a conflict, this Agreement

shall supersede for this specific project.

2. This

Agreement may be executed in counterparts, including electronically, each of which shall

be deemed an original, once signed by both parties.

SIGNATURES

Healthcare Triangle, Inc.

By:

/s/ David Ayanoglou

Name:

David Ayanoglou

Title:

CFO

Date:

April 07, 2026

SecureKloud Technologies Limited

Blockedge Technologies Limited

By:

/s/ Suresh Venkatachari

By:

/s/ Pk Chandrasekher

Name:

Title:

Date:

4/7/2026 | 09:33 CDT

Date:

4/7/2026 | 09:59 CDT

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