Healthcare Triangle股東年會通過九項提案 獲92.55%投票權支持

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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)
July 17, 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 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 5.07. Submission of Matters to a Vote
of Security Holders.

 

On July 17, 2026, at the virtual annual meeting
of shareholders (the “Annual Meeting”), the shareholders of Healthcare Triangle, Inc. (the “Company”):
(i) elected four (4) directors to serve a one (1) year term; (ii) ratified the appointment of SRCO Professional Corporation, Chartered
Professional Accountants as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2026; (iii) approved a proposal to amend the 2020 Stock Incentive Plan to provide for automatic annual increases in shares reserved under
the Plan; (iv) approved one or more future issuances under Nasdaq Listing Rule 5635(d); (v) approved the issuance of 2,828,167 shares
of common stock pursuant to a Settlement Agreement in accordance with Nasdaq Listing Rule 5635(a); (vi) approved the issuance of securities
in connection with the Teyame Transaction under Nasdaq Listing Rule 5635(a); (vii) approved the issuance of common stock in excess of
the Exchange Cap pursuant to the ELOC Purchase Agreement under Nasdaq Listing Rule 5635(d); (viii) approved the issuance of common stock
underlying the OID Senior Secured Convertible Debentures under Nasdaq Listing Rules 5635(b) and 5635(d); and (ix) approved the adjournment
or postponement of the Annual Meeting, if necessary or appropriate, to solicit additional proxies.

 

The proposals presented at the Annual Meeting
are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”)
that was filed with the Securities and Exchange Commission on June 26, 2026. Holders of 20,386,046 shares of the Company’s common
stock, or approximately 92.55% of the 22,027,783 shares of common stock that were issued and outstanding and entitled to vote, were present
virtually or represented by proxy at the Annual Meeting. The shares entitled to vote include the common stock of the Company and the Company’s
Series A Super Voting Preferred Stock.

 

The following are the final voting results on
the proposals presented to the Company’s shareholders at the Annual Meeting.

 

Proposal No. 1: Election of Directors

 

The Company’s shareholders elected all of
the director nominees nominated by the Board to serve for a one-year term, until the 2027 annual meeting of shareholders and until their
successors are duly elected and qualified. The table below sets forth the voting results for Proposal 1:

 

 
 Director 
 Term

 Expires  
 For  
 Against  
 Abstain  
 Broker

 Non-Votes 

 
 Dave Rosa 
  2027  
  20,038,467  
  12,328  
  796  
  334,455 

 
 Sujatha Ramesh 
  2027  
  20,041,105  
  9,963  
  521  
  334,457 

 
 Ronald McClurg 
  2027  
  20,044,048  
  6,778  
  765  
  334,455 

 
 Jainal Bhuiyan 
  2027  
  20,028,359  
  22,466  
  765  
  334,456 

 

 

Proposal No. 2: Ratification of the Appointment
of Independent Registered Public Accounting Firm

 

The Company’s shareholders approved the
resolution to ratify the appointment of SRCO Professional Corporation, Chartered Professional Accountants as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for Proposal
2:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,379,459  
  5,071  
  1,516  
  0

 

 

 1

  

 

 

Proposal No. 3: Approval of the Amendment to the 2020 Stock Incentive
Plan to Provide for Automatic Annual Increases in Shares Reserved Under the Plan

 

The Company’s shareholders approved the
resolution to amend (the “Plan Amendment”) the Healthcare Triangle, Inc. 2020 Stock Incentive Plan (“Plan”)
to provide  for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with
the 2026 fiscal year, in an amount equal to the greater of (a) 2,000,000 shares, (b) a number of shares equal to twenty percent (20%)
of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal
year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding
fiscal year. The Plan Amendment will terminate with the termination of the Plan on December 31, 2030. The table below sets forth the voting
results for Proposal 3:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,025,153  
  25,144  
  1,293  
  334,456

 

 

Proposal No. 4: Approval of One or More Future
Issuances Under Nasdaq Listing Rule 5635(d) 

 

The Company’s shareholders approved, for
purposes of Nasdaq Listing Rule 5635(d), any future issuance of the Company’s securities that is a 20% Issuance (as defined in Nasdaq
Listing Rule 5635(d)(1)(B)), is sold at a price that is below the Minimum Price and is sold on terms that are within the Nasdaq Parameters.
The table below sets forth the voting results for Proposal 4:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,029,915  
  20,364  
  1,312  
  334,455

 

 

Proposal No. 5: Approval of the Issuance of
2,828,167 Shares of Common Stock Pursuant to the Settlement Agreement in Accordance with Nasdaq Listing Rule 5635(a)

 

The Company’s shareholders approved the
issuance of 2,828,167 shares of common stock pursuant to a Settlement Agreement dated June 24, 2026 between the Company and SecureKloud
Technologies Ltd., as required under Nasdaq Listing Rule 5635(a). The table below sets forth the voting results for Proposal 5:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,031,495  
  18,351  
  1,444  
  334,756

 

 

Proposal No. 6: Approval of the Issuance of
Securities in Connection with the Teyame Transaction Under Nasdaq Listing Rule 5635(a)

 

The Company’s shareholders approved the
issuance of up to 11,869,397 shares of common stock that may be issued pursuant to the Share Purchase Agreement, dated January 22, 2026
and amended on June 24, 2026, among the Company, Teyame AI Holdings Inc., Teyame AI LLC, CH 109, S.L., and Ivan Montero Rebato and Maria
Luisa Sanchez Fernando, as required under Nasdaq Listing Rule 5635(a). The table below sets forth the voting results for Proposal 6:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,031,454  
  18,691  
  1,444  
  334,457

 

 

Proposal No. 7: Approval of the Issuance of
Common Stock in Excess of the Exchange Cap Pursuant to the ELOC Purchase Agreement Under Nasdaq Listing Rule 5635(d)

 

The Company’s shareholders approved the
potential issuance of common stock in excess of the Exchange Cap pursuant to the ELOC Purchase Agreement, dated June 12, 2026, by and
between the Company and Hudson Global Ventures, LLC, as required under Nasdaq Listing Rule 5635(d). The table below sets forth the voting
results for Proposal 7:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes

 
 20,030,981  
  19,775  
  836  
  334,454

 

 

 2

  

 

 

Proposal No. 8: Approval of the Issuance of
Common Stock Underlying the OID Senior Secured Convertible Debentures Under Nasdaq Listing Rules 5635(b) and 5635(d)

 

The Company’s shareholders approved the
potential issuance of common stock underlying the original issue discount senior secured convertible debentures issued pursuant to the
Securities Purchase Agreement dated June 12, 2026 between the Company and certain investors, as required by Nasdaq Listing Rules 5635(b)
and 5635(d). The table below sets forth the voting results for Proposal 8:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes 

 
 20,031,635  
  19,119  
  837  
  334,455 

 

 

Proposal No. 9: Approval of Adjournment or
Postponement of the Annual Meeting

 

The Company’s shareholders approved one
or more adjournments or postponements of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of one
or more of the foregoing proposals. The table below sets forth the voting results for Proposal 9:

 

 
 For  
 Against  
 Abstain  
 Broker Non-Votes 

 
 20,366,003  
  19,612  
  430  
  1 

 

 

 3

  

 

 

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 20, 2026
 By:
 /s/ David Ayanoglou

 
  
  
 David Ayanoglou

 
  
  
 Chief Financial Officer

 
 

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