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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 29, 2025 (June 16,
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.
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”)
is being filed by Healthcare Triangle, Inc., a Delaware corporation (the “Company”), to amend and supplement its Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2025 (the “Original Report”). As previously
disclosed in the Original Report, on June 16, 2025, the Company entered into an Asset Transfer Agreement (the “Agreement”)
with Niyama Healthcare, Inc., a Delaware corporation (“Niyama”), purchasing from Niyama the Transferred Assets (as
defined therein), and the Seller’s 100% shareholder equity interest in Ezovion Solutions Private Limited (“Ezovion”).
The Company is filing this Amendment to: (i) report
Amendment No. 1 to the Agreement described in the Original Report and (ii) include the financial statements and pro forma financial information
required by Item 9.01(a) and (b) of Form 8-K. Except as set forth herein, this Amendment does not amend or update any other information
in the Original Report.
Item 1.01 Entry into a Material Definitive
Agreement.
On August 28, 2025, the Company and Niyama Healthcare,
Inc. entered into Amendment No. 1 to their Asset Transfer Agreement dated June 16, 2025. Amendment No. 1 replaces Clause (ii) of Section
1(b) of the Agreement to provide that the Seller will receive 1,388,041 restricted shares of the Company’s common stock, issuable
on the effective date after receiving approval of such issuance by a majority of the voting power of the Company’s voting stock.
The amendment reflects the Company’s 1-for-249 reverse stock split and otherwise leaves the Agreement in full force and effect.
The foregoing summary is qualified in its entirety by the text of Amendment No. 1 to Asset Transfer Agreement, filed as an exhibit to
this Amendment as Exhibit 10.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited balance sheet of Niyama as of December
31, 2024 and 2023 and the audited statements of operations, changes in stockholder’ equity, and cash flows for the years ended December
31, 2024 and 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein
by reference.
The audited balance sheet of Ezovion as of December
31, 2024 and 2023 and the audited statements of operations, changes in stockholder’ equity, and cash flows for the years ended December
31, 2024 and 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein
by reference.
(b) Pro forma financial information.
The Unaudited Pro Forma Condensed Combined Financial
Information of the Company, giving effect to the transaction described in the Original Report, prepared in accordance with Article 11
of Regulation S-X, is filed as Exhibit 99.3 to this Amendment.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Asset Transfer Agreement, dated August 28, 2025, by and between Healthcare Triangle, Inc. and Niyama Healthcare, Inc. |
| 99.1 |
|
Audited Financial Statements of Niyama Healthcare, Inc. as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. |
| 99.2 |
|
Audited Financial Statements of Ezovion Solutions Private Limited as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. |
| 99.3 |
|
Unaudited pro forma condensed combined financial information of Healthcare Triangle, Inc., Niyama Healthcare, Inc. and Ezovion Solutions Private Limited as of and for the period ended June 30, 2025 and for the fiscal year ended December 31, 2024 |
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: August 29, 2025 |
By: |
/s/ David Ayanoglou |
| |
|
David Ayanoglou |
| |
|
Chief Financial Officer |
