Form 8-K

8-K — Healthcare Triangle, Inc.

Accession: 0001213900-26-112972

Filed: 2026-10-27

Period: 2026-10-26

CIK: 0001839285

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0309716-8k_healthcare.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED CERTIFICATE OF INCORPORATION OF HEALTHCARE TRIANGLE, INC. (ea030971601ex3-1.htm)

EX-99.1 — PRESS RELEASE, DATED OCTOBER 21, 2026 (ea030971601ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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): October 26, 2026

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 210

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 ☒

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

3.03. Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

8.01. Other Events

October 26, 2026, Healthcare Triangle, Inc. (the “Company”) effected a one-for-twenty (1:20) reverse stock split of all issued

and outstanding shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) effective as

of 12:01 a.m. Eastern Time on October 26, 2026 (the “Reverse Stock Split”), vide a Certificate of Amendment to the

Amended Certificate of Incorporation of Healthcare Triangle, Inc. (the “Certificate of Amendment”) filed with the Secretary

of State of the State of Delaware, and deemed effective on October 26, 2026 at 12:01 a.m. Eastern Time. The Reverse Stock Split was intended

to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market,

as required by Nasdaq Listing Rule 5550(a)(2).

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2026,

on October 1, 2026, the Company received a Staff Delisting Determination from the Listing Qualifications Department of The Nasdaq Stock

Market LLC (“Nasdaq”). On October 8, 2026, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal

the Staff Delisting Determination, which request stayed the suspension of trading of the Company’s securities and the filing of a Form

25-NSE pending the Panel’s decision. The hearing is scheduled for November 5, 2026. The Reverse Stock Split is part of the Company’s plan

to regain compliance with Nasdaq’s continued listing requirements, which the Company intends to present to the Panel. There can be no

assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain or maintain

compliance with Nasdaq’s continued listing requirements.

a result of the Reverse Stock Split, every twenty (20) shares of issued and outstanding Common Stock combined into one (1) validly issued,

fully paid and nonassessable share of Common Stock. The Reverse Stock Split uniformly affected all issued and outstanding shares of Common

Stock and did not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock

Split resulted in fractional interests. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who

otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of

a share of Common Stock to round up to the next whole share, at a participant level. Proportional adjustments have also been made to

the Company’s outstanding warrants, stock options, and convertible securities, in each case, in accordance with the terms thereof.

The

Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from 17,730,008 to 886,587

shares of Common Stock. The number of authorized shares of Common Stock did not change by the Reverse Stock Split.

The

Company’s transfer agent, VStock Transfer, LLC, acted as the exchange agent for the Reverse Stock Split. Stockholders who hold their

shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

The

Common Stock started trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on October 26, 2026. The trading

symbol for the Common Stock remains “HCTI.” Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock

is 42227W 504.

The

description of the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment, which

is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

October 21, 2026, the Company issued a press release announcing the Reverse Stock Split. The full text of the Company’s press release

issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment to the Amended Certificate of Incorporation of Healthcare Triangle, Inc.

99.1

Press Release, dated October 21, 2026

104

Cover

Page Interactive Data File (the cover page XBRL tags are 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 April 15, 2026,

as amended on April 16, 2026, 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:

October 27, 2026

By:

/s/

David Ayanoglou

David

Ayanoglou

Chief

Financial Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED CERTIFICATE OF INCORPORATION OF HEALTHCARE TRIANGLE, INC.

EX-3.1

Filename: ea030971601ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO THE

AMENDED CERTIFICATE OF INCORPORATION

HEALTHCARE TRIANGLE, INC.

a Delaware Corporation

Healthcare

Triangle, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation

Law of the State of Delaware (the “DGCL”), does hereby certify:

1. Pursuant

to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorporation

(this “Certificate of Amendment”) amends the provisions of the Amended

Certificate of Incorporation of the Corporation, as amended (the “Charter”).

2. This

Certificate of Amendment has been approved and duly adopted by the Corporation’s Board

of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.

3. Upon

this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:

ARTICLE

IV of the Charter is hereby amended by adding the following new paragraph at the end of such article:

“Effective

at 12:01 a.m., Eastern Time, on October 26, 2026 (the “2026 Split Effective Time”), every twenty (20) shares of common

stock issued and outstanding or held by the Corporation as treasury shares as of the 2026 Split Effective Time shall automatically, and

without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable

share of common stock, without effecting a change to the par value per share of common stock, subject to the treatment of fractional

interests as described below (the “2026 Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional

shares will be issued in connection with the combination effected by the preceding sentence. No fractional shares shall be issued in

connection with the 2026 Reverse Split. Instead, holders who would be entitled to receive fractional shares of Common Stock because they

hold a number of shares not evenly divisible by the 2026 Reverse Split ratio will be issued an additional fractional share of Common

Stock to round up to the next whole post-Reverse Stock Split share of Common Stock. For those stockholders who hold shares with a brokerage

firm, the Corporation intends to round up fractional shares at the participant level. No cash will be paid in lieu of fractional shares.

As of the 2026 Split Effective Time and thereafter, a certificate(s) representing shares of common stock prior to the 2026 Reverse Split

is deemed to represent the number of post-2026 Reverse Split shares into which the pre-2026 Reverse Split shares were reclassified and

combined. The 2026 Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable

for, common stock of the Corporation and all references to such common stock in agreements, arrangements, documents and plans relating

thereto or any option or right to purchase or acquire shares of common stock shall be deemed to be references to the common stock or

options or rights to purchase or acquire shares of common stock, as the case may be, after giving effect to the 2026 Reverse Split; provided,

however, that the foregoing shall not apply to the number of shares of common stock available for future awards under the Corporation’s

2020 Stock Incentive Plan, as amended, which shall not be adjusted in connection with the 2026 Reverse Split.”

4. This

Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on October 26,

2026.

_ * _ * _ *

State

of Delaware

Secretary

of State

Division

of Corporations

Delivered

01:44 PM 10/23/2026

FILED

01:44 PM 10/23/2026

20264797705 - File Number 7949634

WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Amended

Certificate of Incorporation as of October 23, 2026.

HEALTHCARE

TRIANGLE, INC.

By:

/s/

David Ayanoglou

David

Ayanoglou

Chief

Financial Officer

EX-99.1 — PRESS RELEASE, DATED OCTOBER 21, 2026

EX-99.1

Filename: ea030971601ex99-1.htm · Sequence: 3

Exhibit

99.1

Healthcare

Triangle, Inc. Announces 1-for-20 Reverse Stock Split as Part of Nasdaq Compliance Plan

PLEASANTON,

Calif., Oct. 21, 2026 /PRNewswire/ -- Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”),

a leader in digital transformation solutions including managed services, cloud enablement, and data analytics for the healthcare and

life sciences industries, today announced that it will effect a 1-for-20 reverse stock split of its common stock. The reverse stock split

will become effective at 12:01 a.m. Eastern Time on Monday, October 26, 2026, and the Company’s common stock will commence trading on

the Nasdaq Capital Market on a post-split basis at the opening of the market on October 26, 2026, pending confirmation by the Depository

Trust Company and the Nasdaq. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the Company’s existing

trading symbol, “HCTI,” and a new CUSIP number 42227W 504 has been assigned as a result of the reverse stock split.

The

Company expects that the reverse stock split will increase the price per share of the Company’s common stock, and is part of the Company’s

strategy to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq Capital Market.

the effective time of the reverse stock split, each twenty (20) shares of the Company’s issued and outstanding common stock will be automatically

converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.00001 per share or the

total number of authorized shares. The reverse stock split will reduce the Company’s number of shares outstanding common stock from approximately

17,730,008 shares to approximately 886,501 shares. No fractional shares of common stock will be issued in connection with the reverse

stock split, and stockholders who would otherwise be issued an additional fraction share of common stock to round up to the next whole

post-reverse stock split share of Common Stock

Stockholders

of record as of October 26th, 2026, will be receiving information regarding their share ownership following the reverse stock

split from the Company’s transfer agent, VStock Transfer, LLC. VStock Transfer can be reached at (212) 828 8436. Additional information

about the reverse stock split can be found in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities

and Exchange Commission (the “SEC”) on October 13, 2026, and available free of charge at the SEC’s website sec.gov.

About

Healthcare Triangle

Healthcare

Triangle, Inc. based in Pleasanton, California, reinforces healthcare progress through breakthrough technology and extensive industry

knowledge and expertise. We support healthcare organizations 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 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,

and clinical & business performance optimization. For more information, visit 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). 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.

Actual results could differ materially from current projections or implied results. Investors should read the risk factors set forth

in the Company’s Proxy Statement filed with the SEC on October 13, 2026, 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.

The

Company cautions that statements and assumptions made in this news release constitute forward-looking statements and make no guarantee

of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made.

The information set forth herein speaks only as of the date hereof. The Company and its management undertake no obligation to revise

these statements following the date of this news release.

Investor

Contact

1-800-617-9550

ir@healthcaretriangle.com

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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