Healthcare Triangle Files 8-K: Agreements & Equity

TL;DR

HTRI filed an 8-K on Nov 20, 2025, detailing new agreements, financial obligations, and equity sales.

AI Summary

Healthcare Triangle, Inc. announced on November 20, 2025, the entry into a material definitive agreement and the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement, financial obligation, and equity sales were not provided in this excerpt.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Healthcare Triangle, Inc. (company) — Registrant
• November 20, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share HCTI The Nasdaq Stock Mar
• $15,000,000 — gate original principal amount of up to $15,000,000, which will be convertible into shares
• $7,500,000 — aggregate original principal amount of $7,500,000 (the "Initial Tranche"). The Note issue
• $6,000,000 — o the Investors for a purchase price of $6,000,000, representing an original issue discoun
• $15 million — equest that the Investor purchase up to $15 million of additional Notes, which is subject t
• $0.38 — preceding the conversion date and (ii) $0.38 per share. Upon receipt of a conversion
• $6,000,000, b — roceeds to the Company of approximately $6,000,000, before deducting placement agent fees and
• $100,000 — proceeds received by the Company, plus $100,000 for its legal fees and expenses. The f

Filing Documents

• ea0266767-8k_healthcare.htm (8-K) — 36KB
• ea026676701ex4-1_healthcare.htm (EX-4.1) — 107KB
• ea026676701ex10-1_healthcare.htm (EX-10.1) — 186KB
• ea026676701ex10-2_healthcare.htm (EX-10.2) — 87KB
• 0001213900-25-113672.txt ( ) — 682KB
• hcti-20251120.xsd (EX-101.SCH) — 3KB
• hcti-20251120_lab.xml (EX-101.LAB) — 33KB
• hcti-20251120_pre.xml (EX-101.PRE) — 22KB
• ea0266767-8k_healthcare_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On November 20, 2025, Healthcare Triangle, Inc., a Delaware corporation, (the "Company"), entered into a Securities Purchase Agreement ("Purchase Agreement") with certain institutional investors (the "Investors"). Under the Purchase Agreement, the Company has agreed to issue 20% original issue discount senior unsecured convertible promissory notes ("Notes") in an aggregate original principal amount of up to $15,000,000, which will be convertible into shares of the Company's common stock, par value $0.00001 per share ("Common Stock"). The closing of the first tranche was consummated on November 20, 2025, and the Company issued the initial Note for an aggregate original principal amount of $7,500,000 (the "Initial Tranche"). The Note issued in the Initial Tranche was sold to the Investors for a purchase price of $6,000,000, representing an original issue discount of twenty percent (20%), and matures on November 20, 2026. The second Note will be an aggregate original principal amount of $7,500,000 and will be issued after the satisfaction of certain conditions precedent, including the Company having an effective registration statement for the resale of the shares of Common Stock issuable pursuant to the conversion of the Notes. The Company may request that the Investor purchase up to $15 million of additional Notes, which is subject to the approval of the Investors. The Notes rank senior to all future indebtedness of the Company and pari passu with all other Notes issued under the Purchase Agreement. Any unpaid amount bears interest at the past due rate of 18% per annum. The Notes are convertible at any time after the issuance date at the election of the holder. The conversion price is the greater of (i) eighty percent (80%) of the lowest Closing Price during the five trading days immediately preceding the conversion date and (ii) $0.38 per share. Upon receipt of a conversion notice, the Company must deliver the

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Notes will constitute a direct financial obligation of the Company that is material to the Company.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The issuance and sale of the Notes and the issuance of the conversion shares upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Senior Unsecured Convertible Note 10.1 Form of Securities Purchase Agreement, dated as of November 20, 2025, by and between the Company and the Investor(s) 10.2 Form of Registration Rights Agreement, dated as of November 20, 2025, by and between the Company and the Investor(s) 104 Cover Page Interactive Data File (embedded within the XBRL document) 2

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: November 21, 2025 By: /s/ David Ayanoglou David Ayanoglou Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR