v3.26.1
Stockholder Equity
 3 Months Ended
Mar. 31, 2026
Stockholder Equity [Abstract]  
Stockholder Equity

12) Stockholder Equity

 

All references to the number of common shares and price per Common Stock, for all periods presented, have been adjusted to reflect the following:

 

  - one-for-sixty reverse stock split effective February 10, 2026.

 

These reverse splits reduced the number of issued and outstanding shares of common stock in proportion to the split ratio, without changing the total authorized shares or the par value per share. The basic and diluted earnings consider the effect of reverse split across the reporting periods.

 

Accordingly, unless indicated otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Report on Form 10-Q have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.00001.

 

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company issued fractional shares at the participant level in connection with the Reverse Stock Split. 

A. Common Stock

 

i. Equity Issuance and Pre-Funded Warrants for Business Combination

 

On January 22, 2026, Healthcare Triangle, Inc. entered into a share purchase agreement to acquire Teyame 360 S.L. (“Teyame”) and Datono Mediacion S.L. (“Datono”) through its wholly owned subsidiary Teyame AI Holdings Inc. The aggregate purchase price for the Acquired Companies is up to $50,000, subject to the terms and conditions set forth in the Share Purchase Agreement. The consideration consists of a cash component and equity component, split between common stock amounting to $12,000 and preferred stock amounting to $18,000 (to be issued), with an additional earnout component payable in the Company’s preferred stock upon achievement of specified post-closing performance targets. As of March 31, 2026, 55,482 restricted shares of common stock and 424,856 pre-funded warrants convertible to common stocks were issued towards the $12,000 common stock issuance, whereas preferred stocks are yet to be issued. See note 5(B) for further details.

 

ii. Pre-Funded Warrants

 

●

On February 26, 2026, the Company completed a registered direct offering pursuant to which it issued and sold an aggregate of 681,553 securities at a purchase price of $5.81 per security, consisting of 421,553 shares of common stock and 260,000 pre-funded warrants to purchase shares of common stock, which were exercised immediately upon issuance. The pre-funded warrants were issued in lieu of shares of common stock to certain investors whose purchase of common stock would otherwise have resulted in such investors exceeding applicable beneficial ownership limitations. Each pre-funded warrant had an exercise price of $0.00001 per share, was immediately exercisable, and remained exercisable until exercised in full, subject to the beneficial ownership limitations set forth in the warrant agreement. See below (D) for details.

 

The Company received net proceeds of approximately $3,563 after deducting commissions and other offering expenses of approximately $397. Consistent with U.S. GAAP, the Company recorded the net amount within additional paid-in capital on the accompanying consolidated balance sheet as the securities met all the criteria for equity classification.

The Company effected a 1-for-60 reverse split of its issued and outstanding common stock on February 10, 2026. The reverse split reduced the number of issued and outstanding shares of common stock in proportion to the split ratio, without changing the total authorized shares or the par value per share. The basic and diluted earnings consider the effect of reverse split across the reporting periods. 

 

The movement of warrants during the quarters ended March 31 2026, and 2025, is shown below:

 

          Weighted     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
Warrants   Warrants     price     Term  
Outstanding on January 1, 2026     24,765     $ 509.05       4.74  
Granted     260,000       5.81      
1,511
  
Exercised     (260,000 )     5.81      
(1,511
 )
Outstanding on March 31, 2026     24,765       509.05       4.49  
Exercisable on March 31, 2026     24,765     $ 509.05       4.49  

 

                Weighted  
          Weighted     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
Warrants   Warrants     price     Term  
Outstanding on January 1, 2025     65     $ 119,371       3.05  
Outstanding on March 31, 2025     65       119,371       2.80  
Exercisable on March 31, 2025     28     $ 119,371       2.57  

B. Preferred Stock Series C

 

On January 22, 2026, Healthcare Triangle, Inc. entered into a share purchase agreement to acquire Teyame 360 S.L. (“Teyame”) and Datono Mediacion S.L. (“Datono”) through its wholly owned subsidiary Teyame AI Holdings Inc. The aggregate purchase price for the Acquired Companies is up to $50,000, of which upto $23,000 (including $5,000 contingent earn-out consideration) is payable through issuance of Series C preferred stocks. These preferred stocks are subject to conversion to common stock in the ratio of 1:1 (one common stock for one preferred stock) at the discretion of the issuer (the Company), in accordance with the terms and conditions set forth in the Share Purchase Agreement. See note 5(B) for details.

 

C. Conversion of Debt to Equity

 

During the quarter ended March 31, 2026, the holders of the 2025 Debentures converted a portion of the Debentures into 27,086,245 shares of common stock (451,437 shares post reverse-split of one-for-sixty, effective February 10, 2026). See note 9(B) for details.

 

D. Equity Financing

 

During the three months ended March 31, 2026, the Company completed several equity financing activities designed to strengthen liquidity, support working capital needs, and fund general corporate and strategic initiatives.

 

i. On February 26, 2026, the Company entered into a securities purchase agreement in connection with a registered direct offering, pursuant to which the Company agreed to sell an aggregate of 681,553 securities at a purchase price of $5.81 per security, for aggregate gross proceeds of approximately $3,960, before placement agent fees of 7% and other offering expenses. The offering consisted of 421,553 shares of the Company’s common stock and 260,000 pre-funded warrants to purchase shares of common stock.

 

The pre-funded warrants were deemed cashless, and were issued in lieu of common stock to certain investors and are exercisable immediately for an aggregate of 260,000 shares of common stock, subject to customary anti-dilution adjustments, and remain exercisable until exercised in full. The pre-funded warrants also provide for cashless exercise in certain circumstances, including if an effective registration statement or current prospectus is not available for the issuance of the underlying shares.

 

The Company received net proceeds of approximately $3,563 after deducting commissions and other offering expenses of approximately $397. Consistent with U.S. GAAP, the commissions and offering costs are recorded as a reduction of additional paid-in capital within stockholders’ equity.

 

ii. During the quarter ended March 31, 2026, the Company issued shares of its common stock pursuant to its At-the-Market Sales Agreement dated November 18, 2025. The Company sold an aggregate of 515,326 shares of its common stock at the prevailing market prices, generating gross proceeds of approximately $5,522. In accordance with the terms of the Sales Agreement, the Company paid commission totaling 3% of the gross proceeds from each sale, in addition to other customary offering expenses. Total commissions and offering-related costs of approximately $135 were incurred in connection with these issuances. The Company received net proceeds of approximately $5,387 after deducting commissions and other offering expenses. Consistent with U.S. GAAP, the net proceeds are recorded in the additional paid-in capital within stockholders’ equity.