v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

12) Stockholders’ 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. During the period ended June 30, 2026, 55,482 restricted shares of common stock and 424,856 pre-funded warrants convertible to common stock were issued towards the $12,000 common stock issuance, whereas preferred stock is yet to be issued. See note 6(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.

 

● In connection with the Equity Purchase Agreement (“ELOC”, see point [D] below), on June 12, 2026, the Company issued Hudson a five-year common stock purchase warrant (“ELOC warrant”) to purchase 50,000 shares of common stock at an exercise price of $0.00001 per share. The warrant is exercisable on a cash or cashless basis and was fully earned upon issuance. The warrant was issued as a commitment fee for Hudson Global’s agreement to enter into the ELOC. The Company determined that the warrant qualifies for equity classification. Accordingly, the grant-date fair value of the warrant of $112 has been recognized in other current assets as deferred ELOC offering cost, and will be adjusted against future ELOC financing, as and when the transactions occur.

 

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 periods ended June 30 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 during the period:                        
Registered direct offering     260,000       5.81       -  
Pre-funded warrants (Teyame, see note 6[B])     424,856       -       4.69  
ELOC warrant (see note above)     50,000       -       4.98  
Exercised during the period     (260,000 )     5.81       -  
Outstanding on June 30, 2026     499,621       25.23       4.70  
Exercisable on June 30, 2026     499,621     $ 25.23       4.70  

 

                Weighted  
          Weighted     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
Warrants   Warrants     price     Term  
Outstanding on January 1, 2025     65     $ 119,430       3.05  
Outstanding on June 30, 2025     65       119,430       2.55  
Exercisable on June 30, 2025     65     $ 119,430       2.55  

 

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 up to $23,000 (including $5,000 contingent earn-out consideration) is payable through issuance of Series C preferred stock. This preferred stock is 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, in accordance with the terms and conditions set forth in the Share Purchase Agreement. See note 6(B) and 17 for details.

 

C. Conversion of Debt to Equity

 

During the period ended June 30, 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 period ended June 30, 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 period ended June 30, 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 696,621 shares of its common stock at the prevailing market prices, generating gross proceeds of approximately $6,006. 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 $151 were incurred in connection with these issuances. The Company received net proceeds of approximately $5,855 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.

 

iii.

Equity line of credit (ELOC)

 

On June 12, 2026, the Company entered into an Equity Purchase Agreement and a Registration Rights Agreement with Hudson Global Ventures, LLC (“Hudson”). Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to sell to Hudson, from time to time and at the Company’s sole discretion, shares of the Company’s common stock for aggregate gross proceeds of up to $50,000 during a commitment period of up to 36 months, subject to earlier termination and the satisfaction of the conditions contained in the agreement.

 

Each purchase notice must represent an initial purchase amount of at least $25 and may not exceed the lesser of $2,500 or 200% of the Company’s average daily trading value, as defined in the agreement. The purchase price for shares sold under each purchase notice is equal to the lesser of: (i) 94% of the average of the three lowest traded prices of the Company’s common stock during the five trading days immediately preceding the applicable purchase notice date or (ii) 94% of the lowest traded price during the applicable valuation period.

 

The Company’s ability to sell shares under the Equity Purchase Agreement is subject to an effective resale registration statement, continued listing of the Company’s common stock on Nasdaq, minimum trading-price requirements and other customary closing conditions. Hudson may not purchase shares to the extent that its beneficial ownership would exceed 4.99% of the Company’s outstanding common stock. Unless stockholder approval is obtained, the aggregate number of shares issuable under the Equity Purchase Agreement and the warrant described below is limited to 399,805 shares, subject to adjustment for stock splits and similar transactions.

 

In connection with the Equity Purchase Agreement, the Company issued Hudson a five-year ELOC warrant to purchase 50,000 shares of common stock at an exercise price of $0.00001 per share. The warrant is exercisable on a cash or cashless basis and was fully earned upon issuance. The warrant was issued as a commitment fee for Hudson Global’s agreement to enter into the ELOC. The Company determined that the warrant qualifies for equity classification. The grant-date fair value of the warrant of $112 has been recognized in other current assets as deferred ELOC offering cost with a corresponding effect in Additional Paid-in Capital, and will be adjusted against future ELOC financing, as and when the transactions occur.

 

As of June 30, 2026, the Company had not issued any shares or received any proceeds under the Equity Purchase Agreement. Accordingly, the remaining available commitment was approximately $50,000, subject to the conditions and limitations described above.