Healthcare Triangle, Inc. 8-K

What Happened

• Healthcare Triangle, Inc. announced on June 24–26, 2026 that it entered a Securities Exchange Agreement with SecureKloud Technologies Ltd. and separately executed Amendment No. 1 to a January 22, 2026 Share Purchase Agreement. Under the Securities Exchange Agreement, Healthcare Triangle will issue 2,828,167 shares of its common stock to SecureKloud (or its nominee Blockedge Technologies Inc.) in exchange for SecureKloud transferring back 1,600,000 shares of Series B Convertible Preferred Stock (originally convertible into 16,000,000 pre‑split common shares). The Share Purchase Agreement Amendment revises the purchase consideration to $12,000,000 of restricted common stock plus 18,000 shares of a new series of preferred stock, and adds a 5,000‑share management earnout.

Key Details

• SecureKloud originally received 1,600,000 shares of Series B Preferred Stock (pre‑split), convertible into 16,000,000 common shares pre‑split; two subsequent reverse stock splits (aggregate 1:14,940) reduced the common shares underlying that preferred to 1,071, preventing conversion.
• In settlement/make‑whole, Healthcare Triangle agreed to issue 2,828,167 common shares to SecureKloud (closing subject to shareholder approval under Nasdaq Rule 5635(b)); the company will include those shares in its next resale registration (Rule 415).
• Amendment to Share Purchase Agreement (dated June 25, 2026): Parent to issue $12,000,000 of restricted common stock plus 18,000 preferred shares (stated value $1,000 each; each convertible, at the Parent’s option, into 430.21 common shares). Preferred to be issued June 26, 2026 but not convertible until shareholder approval per Nasdaq Rule 5635(a).
• If issuance of common stock would exceed 19.99% of shares outstanding, the Intermediary Seller will receive 19.99% plus a pre‑funded warrant (PFW) for the excess; the PFW has an exercise price of $0.00001 and is exercisable on a cashless basis. Management earnout: 5,000 preferred shares (2,500 for FY2026, 2,500 for FY2027) subject to earnout targets.

Why It Matters

• These transactions affect outstanding equity and could dilute existing shareholders if and when the new common and convertible preferred shares become issuable or exercisable. Both the SecureKloud exchange and the preferred conversion rights in the amended purchase require shareholder approval under Nasdaq rules before conversion/exercise occurs.
• The Securities Exchange Agreement resolves value/convertibility issues caused by prior reverse splits and settles amounts between the parties; the Amendment materially changes the form and size of the consideration for the acquisition (stock and preferred), and creates potential future issuance through conversion or warrant exercise. Investors should watch for the company’s upcoming proxy/stockholder votes, any registration statement filing for resale of the issued shares, and related disclosures about outstanding share counts and dilution.