Healthcare Triangle Faces Delisting Notice

TL;DR

HTRI might get delisted - big trouble brewing.

AI Summary

Healthcare Triangle, Inc. filed an 8-K on September 15, 2025, reporting a notice of delisting or failure to satisfy continued listing rules. The company is incorporated in Delaware and its principal executive offices are located at 7901 Stoneridge Dr., Suite 220, Pleasanton, CA 94588. The filing also includes Regulation FD disclosures and financial statements.

Why It Matters

This filing indicates potential delisting from an exchange, which could significantly impact the company's stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a severe risk.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 7901 Stoneridge Dr., Suite 220, Pleasanton, CA 94588 (address) — Principal Executive Offices
• 001-40903 (filing_id) — SEC File Number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar

Filing Documents

• ea0257453-8k_healthcare.htm (8-K) — 34KB
• ea025745301ex99-1_healthcare.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 366KB
• ex99-1_002.jpg (GRAPHIC) — 573KB
• ex99-1_003.jpg (GRAPHIC) — 520KB
• ex99-1_004.jpg (GRAPHIC) — 528KB
• ex99-1_005.jpg (GRAPHIC) — 455KB
• ex99-1_006.jpg (GRAPHIC) — 690KB
• ex99-1_007.jpg (GRAPHIC) — 645KB
• ex99-1_008.jpg (GRAPHIC) — 1033KB
• ex99-1_009.jpg (GRAPHIC) — 410KB
• 0001213900-25-087694.txt ( ) — 7412KB
• hcti-20250915.xsd (EX-101.SCH) — 3KB
• hcti-20250915_lab.xml (EX-101.LAB) — 33KB
• hcti-20250915_pre.xml (EX-101.PRE) — 22KB
• ea0257453-8k_healthcare_htm.xml (XML) — 4KB

01. Notice of Delisting or Failure to

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. NASDAQ Notice Regaining Compliance; No Further Action Required On September 15, 2025, Healthcare Triangle, Inc. (the "Company") received a letter from the Nasdaq Stock Market ("Nasdaq") indicating that the Company had previously failed to comply with Nasdaq Listing Rule 5635(a)(1), which requires shareholder approval prior to the issuance of common stock representing 20% or more of the pre-transaction outstanding voting power or shares in connection with an acquisition. Nasdaq's determination was based on the Company's Form 8-K filed June 23, 2025, which disclosed that the Company agreed to issue approximately 345,622,120 shares of common stock (prior to adjustment for the Company's subsequent 1-for-249 reverse stock split) as consideration for the acquisition of Niyama Healthcare, Inc. and Ezovion Solutions Private Limited. Nasdaq's letter stated that the issuance would have represented approximately 33.8% of the Company's pre-transaction outstanding common stock and therefore required shareholder approval under Listing Rule 5635(a)(1). Because such approval had not been obtained at that time, the Company was not in compliance with the Rule. On August 28, 2025, the Company amended the acquisition agreement to condition the issuance of the share consideration (as adjusted for the reverse stock split) upon shareholder approval. Based on this amendment, Nasdaq determined that the Company has regained compliance with Listing Rule 5635(a)(1). No further action is required by the Company at this time, and the Company remains in compliance with all applicable Nasdaq continued listing requirements.

01. Regulation FD

Item 7.01. Regulation FD Disclosure The Company is furnishing presentation materials (the "Investor Presentation") that management intends to use, possibly with modifications, in one or more meetings from time to time with current and potential investors. The Investor Presentation includes an update on the Company's current operations and projects, as well as information relating to the Company's strategic plans, goals, growth initiatives and outlook, and forecasts for future performance and industry development. The foregoing description of the Investor Presentation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Investor Presentation attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Investor Presentation is summary information that should be considered in the context of the Company's filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Investor Presentation speaks as of the date of this report. While the Company may elect to update the Investor Presentation in the future to reflect events and circumstances occurring or existing after the date of this report, the Company specifically disclaims any obligation to do so. By furnishing the portions of this Current Report on Form 8-K that are disclosed under this Item 7.01 and the Investor Presentation that is an exhibit hereto, the Company makes no admission as to the materiality of any information included under this Item 7.01, including without limitation the Investor Presentation. The Investor Presentation contains forward-looking statements. See Page 2 of the Investor Presentation for a discussion of certain forward-looking Report on Form 8-K and Exhibit 99.1 attached hereto

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

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,"

forward-looking statements. When used in this Current Report on Form 8-K, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company's ability to successfully appeal the Nasdaq staff's delisting determination and the Company's ability to have an application to trade on the OTCQB approved timely to commence trading if its common shares are delisted from Nasdaq. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company's Annual Report on Form 10-K filed on March 31, 2025, and other reports and registration statements of the Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking 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

SIGNATURES

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: September 15, 2025 By: /s/ David Ayanoglou David Ayanoglou Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR