Healthcare Triangle, Inc. announced two material agreements involving significant stock issuances. The company amended the terms of a Share Purchase Agreement from January 2026, altering the acquisition consideration to a mix of common and preferred stock. Concurrently, it entered into a Securities Exchange Agreement to issue common stock to settle a prior obligation with SecureKloud Technologies Ltd. Both transactions are contingent upon shareholder approval.
Key Details
- Amended Acquisition Terms: The purchase consideration for a prior Share Purchase Agreement was amended to $12 million in restricted common stock and 18,000 shares of newly created Series C Convertible Preferred Stock, which have a total stated value of $18 million.
- SecureKloud Settlement: HCTI will issue 2,828,167 common shares to SecureKloud Technologies as a "make-whole" resolution for a 2024 asset transfer agreement. This settles an issue where reverse stock splits had significantly devalued SecureKloud's original preferred stock consideration.
- New Preferred Stock: The company designated 23,000 shares of Series C Convertible Preferred Stock to facilitate the amended acquisition, which includes a potential 5,000-share earnout for management. Each share has a stated value of $1,000.
- Contingency: The issuance of shares to SecureKloud and the conversion of the Series C Preferred Stock are subject to stockholder approval as required by Nasdaq rules.