UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2026, Healthcare Triangle, Inc. (“HCTI” or the “Company”), a Delaware corporation, entered into the First Amendment to the Equity Purchase Agreement (the “Amendment”), which amends the Equity Purchase Agreement dated as of June 12, 2026 (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). The Equity Purchase Agreement was filed as exhibit 10.2 to the Current Report on Form 8-K filed on June 15, 2026.
Pursuant to the Amendment, certain terms of the Equity Purchase Agreement are modified as follows:
● Purchase Price. The Amendment redefines “Purchase Price” to mean the Initial Purchase Price (as defined in the Equity Purchase Agreement), calculated on the applicable date in accordance with the terms and conditions of the Equity Purchase Agreement.
● Valuation Period. The Amendment redefines “Valuation Period” to mean the applicable Put Date (as defined in the Equity Purchase Agreement).
● Maximum Put Amount. The Amendment reduces the maximum amount that may be sold pursuant to each Put Notice (as defined in the Equity Purchase Agreement) under Section 2.1 of the Equity Purchase Agreement from $2,500,000 to $250,000.
● Minimum Price per Share. The Amendment increases the minimum price per share threshold under Section 7.1(o) of the Equity Purchase Agreement from $0.01 per share to $0.10 per share, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock (as defined in the Equity Purchase Agreement).
● Change of Control. The Amendment adds a new Change of Control provision, which provides that upon the occurrence of a Change of Control Transaction (as defined in the Amendment), the Company shall no longer have the right to deliver any Put Notice to the Investor.
Except as expressly amended by the Amendment, all other terms and conditions of the Equity Purchase Agreement remain in full force and effect.
The foregoing descriptions of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to the Equity Purchase Agreement dated September 22, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. 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 April 15, 2026, as amended, 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.
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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.
| Date: September 25, 2026 | Healthcare Triangle, Inc. | |
| By: | /s/ David Ayanoglou | |
| Name: | David Ayanoglou | |
| Title: | Chief Financial Officer | |
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