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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)
September 15, 2025
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 3.01. 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.
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
statements that are included therein and the risks and uncertainties related thereto. The information in this Item 7.01 of this Current
Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
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
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,”
“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
statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company
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 required by law.
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
Exhibit 99.1
1 Healthcare Triangle, Inc. (NASDAQ: HCTI) Transforming Healthcare Through EHR, Cloud, and A.I. Driving Growth, Building Value
2 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . These statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which Healthcare Triangle, Inc . operates, as well as management's beliefs and assumptions . Forward - looking statements include, but are not limited to, statements regarding revenue growth, margin expansion, market opportunities, and strategic initiatives . These statements involve risks, uncertainties, and assumptions that are difficult to predict . Actual outcomes may differ materially from those expressed or implied in any forward - looking statements due to various factors beyond the company’s control, including changes in market conditions, client demand, regulatory developments, and execution risks . Readers are cautioned not to place undue reliance on these forward - looking statements . Healthcare Triangle, Inc . undertakes no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise, except as required by law .
3 Investment Snapshot – Why HCTI Now “~$20M 2025 Potential with High - Margin Growth Engines 2025 Revenue Outlook & Strategic Positioning Revenue Potential 15.8M committed 2025 backlog + $2M YTD wins = approximately $20M potential 2025 revenue Global Expansion Strategy Expanding globally in EHR, Cloud, and AI verticals Target Gross Margins 30%+ rGM for EHR 40%+ rGM for Cloud 70%+ rGM for AI solutions (10 – 15 pts above industry average) Stable Recurring Base Majority of backlog is multi - year contracts → stable recurring revenue base Margin Expansion Drivers Cost optimization and in - house delivery Positioned in High - Growth Markets Three double - digit growth markets: EHR, Cloud, AI EHR 7% CAGR 30%+ rGM Cloud 15% CAGR 40%+ rGM AI 38% CAGR 70%+ rGM Source: Grand View Research, Markets and Markets, Transparent Market Research, Statista, Frost & Sullivan, McKinsey & Company
4 Market Opportunity – “$128 B+ TAM Across Three High - Growth Segments” Market Opportunity EHR (Electronic Health Records) $42B market size 7% CAGR Healthcare Cloud $66B market size 15% CAGR AI in Healthcare $20B market size 38% CAGR Tailwinds Driving Growth Accelerating Digital Transformation Rapid AI Adoption Cost Pressure in Healthcare HCTI Advantage Positioned to capture share in three high growth healthcare tech markets with estimated 30% - 70% target gross margins. Source: Grand View Research, Markets and Markets, Transparent Market Research, Statista, Frost & Sullivan, McKinsey & Company
5 Healthcare Triangle – “ Delivering Speed, Savings & Scale in Healthcare Tech” Proven Market Credibility P artnerships: AWS, Google Cloud, Microsoft, Epic, Meditech Compliance: GxP, HIPAA, HITRUST, ISO 27001, PCI Differentiated Technology & Capabilities • Fastest Deployments – Up to 70% Cost Savings • EHR Expertise – Implementation, cloud hosting, optimization, backup/DR • Proprietary Security & Compliance Framework Competitive Advantage for Growth • Deep integration across EHR, Cloud, and AI in Healthcare • Track record of scaling enterprise clients quickly with high retention 1 2 3
6 © 2025 Healthcare Triangle, Inc. All rights reserved. Solutions Portfolio - " Integrated Platforms Delivering High - Margin Healthcare Transformation" Healthcare Solutions EHR Implementation & Optimization (integrated with readable.ai) – Improves operational efficiency and reduces errors Health IT Managed Services – Predictable costs with 24/7 uptime Data Life Cycle Management – HIPAA - compliant, secure, and optimized Community Connect & Acquisitions – Expands reach and enables network integration Life Sciences Solutions Multi - Cloud Foundation Accelerators – Speed to market for new therapies Enterprise Data Platform for Analytics & Collaboration – Improves R&D and compliance Cloud Security & Compliance – Protects sensitive research data Next Gen Cloud Managed Services – Lower costs, higher performance Next Gen Data Ops Services – Enables AI/ML readiness Technical Subject Matter Experts Compliance Leadership | Automation | Scalable Cloud Architecture | AI/ML Integration | Global Delivery Solutions built to scale rapidly across Healthcare & Life Sciences, driving recurring revenue. $128B + TAM | Target Gross Margin 30 - 70%+
7 Strategic Growth Drivers – “Multi - Lever Growth Engine with Recurring Revenue Potential” Growth Strategy Strategic acquisitions expanding vertical depth – Formation of subsidiary QuantumNexis through the strategic acquisition of Ziloy and Ezovion Global expansion – Management remains focused on expanding the company’s geographic reach beyond the U.S. Cross - sell & upsell – Expanding wallet share within the existing client base Recurring SaaS & managed services models – Building predictable, long - term revenue streams Acquisition → Expansion → Recurring Revenue → Acquisition Acquisition : Adds new capabilities and deep domain expertise Expansion : Unlocks new markets and strengthens client engagement Recurring Revenue : SaaS & managed services drives stability and stable cash flow Result : A self - reinforcing cycle that accelerates compounding growth
8 Locked – In Revenue Base + Upside Potential "$20M 2025 Potential: Predictable Base + Momentum QuantumNexis (Subsidiary Company) Signaling $2M revenue upside: • Partnership with V - Sure Tech Sdn Bhd • Engagement with Malaysia’s leading TPA Leadership Strength – Proven Leaders in Fortune 500 & Healthcare Tech - "Proven Leaders in Fortune 500 & Healthcare Tech" • Chairman – Dave Rosa : Mr . Dave Rosa has served as a member of Healthcare Triangle’s Board of Directors since 2021 . Concurrently, Mr . Rosa serves as President and Chief Executive Officer of NeuroOne Medical Technologies (NMTC), and maintains positions on the boards of other healthcare companies . Prior to joining Healthcare Triangle, Mr . Rosa held senior management roles at several medical device/healthcare technology companies . Mr . Rosa holds a Master of Business Administration degree from Duquesne University, and a Bachelor of Science degree in Commerce and Engineering from Drexel University . • COO – Sujatha Ramesh : Ms . Sujatha Ramesh has served as Healthcare Triangle’s Chief Operating Officer since March 2025 and is a member of the company’s Board of Directors . Prior to joining Healthcare Triangle, Ms . Ramesh held senior executive positions at Citigroup and senior management roles at Publicis Sapient, Infinite Computer Solutions, and Capgemini . She holds a Master of Business Administration (MBA) from the NYU Stern School of Business and a Master of Science in Information Systems and Applications . Ms . Ramesh has been recognized as a Who’s Who in America Honored Listee for her contributions to technology, strategic leadership, and enterprise transformation . She has also served as a featured speaker at industry forums, including the Global Financial Market Intelligence event . • CFO – David Ayanoglou : Mr . David Ayanoglou has served as Healthcare Triangle’s Chief Financial Officer since April 2025 . Prior to joining the company, Mr . Ayanoglou provided corporate finance/financial reporting consulting services to Technology and Healthcare companies, and has held senior management roles at Open Text and KPMG LLP . Mr . Ayanoglou is a Chartered Professional Accountant and Chartered Business Valuator and graduated from the University of Toronto Rotman School of Business . He is corporate finance leader with deep expertise in technology M&A, financial reporting and optimizing capital structures . L ocked - In Revenue Base + Upside • Backlog of $15.8M committed with approximately $20M targeted for 2025 • New Wins – $2M year - to - date • Diversified Revenue Mix – EHR | Cloud | AI
9 Closing - Partnering to Unlock HCTI’s Full Potential & Amplify Market Visibility Anchored Revenue Base – Strong, recurring income streams providing stability, predictability and resilience Robust Growth Trajectory – Consistent year - over - year momentum supported by expanding product adoption and market reach. Compelling Market Opportunity – Positioned to capture share in high - growth sectors including EHR, Cloud, and AI. Strategic Goal - Amplify HCTI’s growth story - broaden institutional and retail investor awareness - unlock potential for valuation uplift. Growth in Motion