Healthcare Triangle Enters Material Agreement, Reports Equity Sales

TL;DR

HTRI inked a big deal, sold some stock, and changed some rights. Big moves ahead.

AI Summary

Healthcare Triangle, Inc. announced on October 2, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing details other events and includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential changes in equity structure, which could impact the company's financial health and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — Registrant
• October 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40903 (identifier) — Commission File Number
• 84-3559776 (identifier) — IRS Employer Identification No.
• 7901 Stoneridge Dr., Suite 220 Pleasanton, CA 94588 (address) — Principal executive offices
• ( 925 )- 270-4812 (phone_number) — Registrant's phone number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar
• $2.00 — res"), at the reduced exercise price of $2.00 per share. The transactions contemplate
• $2.85 m — gregate gross proceeds of approximately $2.85 million, before deducting advisory fees a
• $20,000 — t-of-pocket expenses up to a maximum of $20,000. As additional compensation to the Fina
• $3 — at an exercise price per share equal to $3.00, which is equal to the exercise pric
• $3.00 — New Warrants have an exercise price of $3.00 per share, subject to adjustment as pro

Filing Documents

• ea0260718-8k_healthcare.htm (8-K) — 42KB
• ea026071801ex4-1_healthcare.htm (EX-4.1) — 99KB
• ea026071801ex4-2_healthcare.htm (EX-4.2) — 100KB
• ea026071801ex10-1_healthcare.htm (EX-10.1) — 30KB
• ea026071801ex99-1_healthcare.htm (EX-99.1) — 7KB
• ea026071801ex99-2_healthcare.htm (EX-99.2) — 8KB
• 0001213900-25-097464.txt ( ) — 525KB
• hcti-20251002.xsd (EX-101.SCH) — 3KB
• hcti-20251002_lab.xml (EX-101.LAB) — 33KB
• hcti-20251002_pre.xml (EX-101.PRE) — 22KB
• ea0260718-8k_healthcare_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On October 2, 2025, Healthcare Triangle, Inc. (the "Company") entered into a warrant inducement letter (the "Inducement Agreement") with certain holders (the "Holders") of the Company's warrants to purchase shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), issued in a private placement offering that closed on February 28, 2025 (the "Existing Warrants"). Pursuant to the Inducement Agreement, the Holders of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase an aggregate of up to 1,429,528 shares of Common Stock (the "Existing Warrant Shares"), at the reduced exercise price of $2.00 per share. The transactions contemplated by the Inducement Agreement (the "Warrant Inducement") were consummated on October 2, 2025, October 3, 2025, and October 8, 2025 (together the "Closing Date"). The Company received aggregate gross proceeds of approximately $2.85 million, before deducting advisory fees and other expenses payable by the Company. In consideration of the Holders' immediate exercise of the Existing Warrants in accordance with the Inducement Agreement, the Company issued unregistered Common Stock Purchase Warrants (the "New Warrants") to purchase an aggregate of up to 1,429,528 shares of Common Stock (100% of the number of Existing Warrant Shares issued upon exercise of the Existing Warrants) (the "New Warrant Shares") to the Holders of the Existing Warrants. The Existing Warrant Shares have been registered pursuant to a registration statement on Form S-1 (File No. 333-286331), which was declared effective by the Securities and Exchange Commission (the "SEC") on May 14, 2025. The Company agreed in the Inducement Agreement to file a registration statement to register the resale of the New Warrant Shares (the "Resale Registration Statement") as soon as practicable (and in any event within 15 calendar days following the date of the Inducement Agr

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure regarding the New Warrants, the New Warrant Shares, the Advisor Warrants and the Advisor Warrant Shares set forth under Item 1.01 is incorporated by reference into this Item 3.02. The New Warrants, the New Warrant Shares, the Advisor Warrants and the Advisor Warrant Shares are being issued in a private placement transaction and have not been registered under the Securities Act and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of this Current Report on Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K and Exhibit 10.1 to this Current Report on Form 8-K regarding the Existing Warrants are incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On October 2, 2025, and October 3, 2025, the Company issued a press release announcing the transactions contemplated pursuant to the Inducement Agreement. A copy of the press releases is furnished herewith as Exhibits 99.1, and 99.2.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of New Warrant 4.2 Form of Advisor Warrant 10.1 Form of Warrant Inducement Letter 99.1 Press release issued by Healthcare Triangle, Inc. on October 2, 2025 99.2 Press release issued by Healthcare Triangle, Inc. on October 3, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE 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. Date: October 8, 2025 By: /s/ David Ayanoglou Name: David Ayanoglou Title: Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR