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) July 2, 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 8.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 2, 2025, Healthcare Triangle, Inc. (the “Company”) received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on The Nasdaq Capital Market. The Panel determined to find the Company in compliance with Nasdaq’s shareholders’ equity rule, to grant the Company an exception to cure its bid price deficiency, and to decline to delist the Company’s securities based on previously cited public interest concerns.
As part of the exception granted, the Company must:
| ● | On or before August 8, 2025, effect a reverse stock split at a ratio sufficient to achieve and maintain long-term compliance with the bid price rule and notify the Panel that it has done so; and |
| ● | On or before September 5, 2025, demonstrate compliance with the bid price rule by maintaining a closing bid price of at least $1.00 per share for a minimum of 20 consecutive trading days. |
The Panel also determined to impose a discretionary panel monitor for a one-year period upon the Company’s regaining compliance with the bid price rule. Further to this, on July 7th, 2025, the Company issued a press release announcing the decision of the Panel. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 8.01 of this Current Report on Form 8-K and the Exhibit 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing..
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. 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.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 7, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: July 7, 2025 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Healthcare Triangle, Inc. Announces Nasdaq Hearings Panel’s Grant of the Company’s Request for Continued Listing of its Securities.
Pleasanton, California, July 7, 2025. (NewsMediaWire) -- Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a visionary leader in digital transformation solutions for the healthcare and life sciences industries, today announced today announces that the Nasdaq Stock Market (or “Nasdaq”) Hearings Panel (or “the Company’s Panel”) has granted the company’s request for its continued listing of the Company’s securities on the Nasdaq. This decision followed a review of a Public Interest Concern raised by Nasdaq’s Listing Qualifications Department.
After careful consideration, the Panel determined that Healthcare Triangle Inc. is in compliance with Nasdaq’s shareholders’ equity rule and granted the Company a continued listing exception to resolve previously noted deficiencies. The Panel will impose a Discretionary Panel Monitor for a one-year period following any compliance determination.
The Panel granted the Company’s request for continued listing on the Exchange, subject to the following:
| 1. | On or before August 8, 2025, the Company must effect a reverse stock split at a ratio sufficient to achieve and maintain long-term compliance with the Bid Price Rule and notify the Panel that it has done so; and |
| 2. | On or before September 5, 2025, the Company must demonstrate compliance with the Bid Price Rule by maintaining a $1 closing bid price for a minimum of twenty consecutive trading days. |
“We are elated and grateful to Nasdaq’s Panel for reaching it’s determination, allowing us to continue with our listing intact, providing our investor base along with new investors with the ability to continue to trade our securities,” said Dave Rosa, Chaiman of the Board of Directors at HCTI. “Moving forward, we remain optimistic on advancing our mission by executing our strategic plan for maximum growth and sustainability as we empower healthcare organizations through cutting-edge cloud technologies, AI-driven analytics, and secure data platforms.”
Healthcare Triangle Inc. remains dedicated to providing updates to shareholders and stakeholders as it continues its focus on enhancing shareholder value.
About Healthcare Triangle (HCTI)
Healthcare Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare, including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST’s Risk-based, 2-year (r2) certified status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, clinical and business performance optimization. www.healthcaretriangle.com.
Forward-Looking Statements and Safe Harbor Notice
All statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995), and include, among others, statements regarding the consummation of the private placement, satisfaction of the customary closing conditions of the private placement and the use of the proceeds therefrom. Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,” “expect,” “possibility” and “anticipate.” The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties, and assumptions, including market and other conditions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors out lined in the company’s annual report on form 10-K for the year ended December 31, 2024, on file with the Securities Exchange Commission (the “SEC”) and in previous filings, subsequent filings and future periodic reports filed with the SEC. All the company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
Investors:
1-800-617-9550
ir@healthcaretriangle.com