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Form 8-K

sec.gov
HCTI The article is a Form 8-K filing, which typically reports material events of a company. Without further details on the event, the sentiment remains neutral.

8-K — Healthcare Triangle, Inc.

Accession: 0001213900-26-082514

Filed: 2026-07-29

Period: 2026-07-28

CIK: 0001839285

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0299551-8k_healthcare.htm (Primary)

EX-99.1 — PRICING PRESS RELEASE DATED JULY 29, 2026 (ea029955101ex99-1.htm)

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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)

July 28, 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 ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

I. Teyame Acquisition Share Issuance

On July 28, 2026, in connection with the closing of the acquisition

contemplated by the Securities Purchase Agreement, dated January 22, 2026 (the “Teyame Transaction”), Healthcare Triangle,

Inc. (the “Company”) issued an aggregate of 9,718,373 shares of its common stock, par value $0.00001 per share, to eight (8)

entities at the direction of Teyame AI LLC, the seller to the Company in the Teyame Transaction.

The issuance of shares in connection with the

Teyame Transaction was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on

the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

No underwriters were involved in the issuance, and no commissions were paid. The shares were issued without registration under the Securities

Act in reliance upon the exemption provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

II. SecureKloud Securities Exchange Share Issuance

On July 28, 2026, pursuant to the Securities Exchange Agreement dated

June 24, 2026 between the Company and SecureKloud Technologies Ltd. (the “Securities Exchange Agreement”), the Company issued

an aggregate of 2,828,167 shares of its common stock, par value $0.00001 per share, toone individual and one entity.:

The issuance of shares pursuant to the Securities

Exchange Agreement was approved by the Company’s shareholders at the Annual Meeting on July 17, 2026, and was made in reliance on

the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No underwriters

were involved in the issuance, and no commissions were paid.

In the aggregate, the Company issued a total of

12,546,540 shares of common stock on July 28, 2026 in connection with the Teyame Transaction and the Securities Exchange Agreement.

Item

7.01 Regulation FD Disclosure.

On

July 29, 2026, the Company issued a press release announcing the shares issuance. The press release is attached hereto as Exhibit 99.1

and incorporated into this Item 7.01 by reference.

The

information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act, or otherwise subject to the liabilities of that section, unless the Acquiror specifically states that the information is to be considered

“filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the

Exchange Act.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Pricing Press Release dated July 29, 2026

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

1

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: July 29, 2026

By:

/s/ David Ayanoglou

David Ayanoglou

Chief Financial Officer

2

EX-99.1 — PRICING PRESS RELEASE DATED JULY 29, 2026

EX-99.1

Filename: ea029955101ex99-1.htm · Sequence: 2

Exhibit 99.1

Healthcare Triangle Completes Share Issuances Relating to Legacy

M&A Transactions, Strengthening Compliance With Nasdaq’s New $5 Million Market Value Listing Standard

Common shares outstanding increase to 14,644,322 following the closing

of two previously approved transactions, providing added cushion under Nasdaq’s newly effective Market Value of Listed Securities (MVLS)

requirement

PLEASANTON, Calif. — July 29, 2026 — Healthcare

Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation, artificial intelligence,

and cloud-infrastructure solutions for healthcare and life sciences organizations, today reported that, on July 24, 2026, it completed

the issuance of an aggregate of 12,546,540 shares of common stock in connection with two previously shareholder-approved transactions:

the closing of its acquisition involving Teyame AI LLC and related parties (the “Teyame Transaction”), and a Share Exchange

Agreement with SecureKloud Technologies Ltd. Following these issuances, the Company’s total shares of common stock outstanding as

of the close of business on July 28, 2026 was 14,644,322.

Supporting Compliance With Nasdaq’s New Continued Listing Standard

On July 22, 2026, the U.S. Securities and Exchange Commission approved

a new Nasdaq continued listing requirement establishing a minimum Market Value of Listed Securities (“MVLS”) of $5 million,

applicable to all companies listed on Nasdaq.

The increase in HCTI’s outstanding share count resulting from

the Teyame Transaction and SecureKloud Share Exchange (together, the “Legacy Transactions”) meaningfully increases the Company’s

Market Value of Listed Securities. As of July 28, 2026 the Company’s MVLS was approximately $23,870,244, based on a closing price

of the Company’s sock of $1.63 per share on such date, providing the Company with a substantially strengthened compliance position

under the new standard.

This press release does not constitute confirmation from Nasdaq

of the Company’s compliance status under the new MVLS requirement; compliance determinations are made by Nasdaq based on the Company’s

daily closing bid price and total shares listed.

Management Commentary

David Ayanoglou, Chief Financial Officer of Healthcare Triangle,

said:

“The completion of the Legacy Transactions marks an important

step in HCTI’s growth strategy. These issuances also meaningfully strengthen our position under Nasdaq’s new listing standard,

giving our shareholders added confidence in the Company’s continued listing on the Nasdaq Global Market.”

About Healthcare Triangle, Inc. (Nasdaq: HCTI)

Healthcare Triangle, Inc. delivers advanced digital transformation,

artificial intelligence, and cloud-infrastructure solutions for healthcare providers, payers, and life sciences organizations. HCTI strengthens

healthcare delivery through enhanced security, compliance, data analytics, and operational efficiency.

Forward-Looking Statements

This press release contains

“forward-looking statements” within the meaning of the federal securities laws, including statements regarding

HCTI’s Market Value of Listed Securities, continued Nasdaq listing compliance, and the effects of the Teyame Transaction and

SecureKloud Share Exchange. Forward-looking statements are identified by words such as “intends,”

“estimates,” “anticipates,” “believes,” “expects,” “plans,”

“target,” and similar expressions and their negatives. These statements are based on current expectations and

assumptions and are subject to risks and uncertainties — including fluctuations in HCTI’s stock price, changes in shares

outstanding, and Nasdaq’s application of its listing standards — that could cause actual results, including HCTI’s

continued listing status, to differ materially. Compliance with Nasdaq’s MVLS requirement is determined by Nasdaq and depends

on the Company’s closing bid price and total shares listed over time, which are outside the Company’s control. For

additional discussion of risks, see HCTI’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange

Commission at www.sec.gov, particularly the section entitled “Risk Factors.” The Company undertakes no obligation to

update these statements except as required by law.

Investor Relations & Capital Markets Contact

Healthcare Triangle, Inc. (Nasdaq: HCTI)

1-800-617-9550

ir@healthcaretriangle.com

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