Healthcare Triangle Files 8-K Amendment

TL;DR

Healthcare Triangle filed an amendment to its 8-K, updating material agreements and financials.

AI Summary

Healthcare Triangle, Inc. filed an amendment (8-K/A) on December 3, 2024, to its Form 8-K originally filed on October 21, 2024. This amendment pertains to the entry into a material definitive agreement and includes financial statements and exhibits. The filing date for the amendment is December 3, 2024, with the earliest event reported on October 21, 2024.

Why It Matters

This amendment provides updated or corrected information regarding a material definitive agreement and associated financial disclosures, which is crucial for investors to have the most accurate and complete picture of the company's dealings.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely for clarification or correction, rather than a new material event.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — Registrant
• 0001839285 (company) — Central Index Key
• October 21, 2024 (date) — Date of earliest event reported
• December 3, 2024 (date) — Filing date of amendment
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar
• $8 million — es the Acquired Assets at approximately $8 million and an independent fairness opinion fro
• $7,200,000 — which states that the purchase price of $7,200,000 for the Acquired Assets is fair to the
• $7,2000,000 — ial point of view. The stated value of $7,2000,000 for the Preferred Stock is based on the
• $0.45 — rred Stock is based on the 30-day VWAP ($0.45 per share) of the Company's common stoc
• $2.5 million — s currently over and above the required $2.5 million stockholders' equity requirement for co
• $4.6 m — ockholders' equity is currently approx. $4.6 million, accounting for adjustments for a

Filing Documents

• ea0223379-8ka1_health.htm (8-K/A) — 34KB
• 0001213900-24-104742.txt ( ) — 212KB
• hcti-20241021.xsd (EX-101.SCH) — 3KB
• hcti-20241021_lab.xml (EX-101.LAB) — 33KB
• hcti-20241021_pre.xml (EX-101.PRE) — 22KB
• ea0223379-8ka1_health_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Transfer Agreement On October 21, 2024, the Healthcare Triangle, Inc. (the "Company") acquired substantially all of the business, assets, and operations relating to cloud and technology domain (the "Acquired Assets") of SecureKloud Technologies, Inc., ("Parent"), a Nevada corporation. The Acquired Assets include all of Parent's cloud and technology domain and substantial business interests in the field, that currently form part of the Parent's Business. The Acquired Assets were acquired by the Company under an Asset Transfer Agreement, dated October 21, 2024, between the Company, and the Parent (the "Asset Transfer Agreement"). The consideration for the Acquired Assets consisted of the issuance of 1,600,000 shares of newly designated Series B Convertible Preferred Stock ("Series B Preferred Stock") of the Company, each share of which is convertible into 10 shares of the Company's common stock, at the holder's option (subject to stockholder's approval). The value of the Acquired Assets is supported by a valuation dated February 21, 2024, from Scalar, LLC, an independent valuation firm that values the Acquired Assets at approximately $8 million and an independent fairness opinion from KPSN & Associates LLP dated October 21, 2024, which states that the purchase price of $7,200,000 for the Acquired Assets is fair to the stockholders of the Company from a financial point of view. The stated value of $7,2000,000 for the Preferred Stock is based on the 30-day VWAP ($0.45 per share) of the Company's common stock on October 18, 2024, multiplied by 10. Also, none of the shares of Preferred Stock are convertible into Common Stock until conversion of the Preferred Stock is approved by the stockholders of the Company and therefore no change of control of the Company could occur through the issuance of the Preferred Stock until stockholder approval is obtained. The Company expects to obtain such approval at its 202

Forward Looking Statements

Forward Looking Statements This Current Report contains forward-looking statements that involve risks and uncertainties intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of current or historical fact contained in this Current Report, including statements regarding the Company's expected timeline for compliance with the Nasdaq's Corporate Governance Rules, are forward-looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. The Company has based these forward-looking statements on the current expectations about future events held by management. While the Company believes these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company's control. The Company's actual future results may differ materially from those discussed here for various reasons. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1* Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated October 22, 2024 . 10.1* Asset Transfer Agreement, by and between Healthcare Triangle, Inc. and SecureKloud Technologies, Inc., dated October 21, 2024 104 Cover Page Interactive Data File (embedded within the

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