Exhibit 3.1

HEALTHCARE TRIANGLE, INC.

CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES

OF

SERIES B CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151 of the Delaware General Corporation Law, Healthcare Triangle, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY:

WHEREAS, the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), provides for a class of its authorized stock known as preferred stock, comprised of 10,000,000 shares, $0.00001 par value per share (the “Preferred Stock”), issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized by the provisions of the Certificate of Incorporation to fix the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, including dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences, of any series of Preferred Stock and the number of shares constituting any such series;

NOW, THEREFORE, BE IT RESOLVED, that pursuant to this authority granted to and vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby adopts this Certificate of Designations, Rights, and Preferences (the “Certificate of Designation”) for the purpose of creating a series of Convertible Preferred Stock of the Corporation designated as Series B Preferred Stock, par value $0.00001 per share (the “Series B Convertible Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and qualifications, limitations and restrictions of the Series B Preferred Stock as follows: 

Section 1. Designation, Amount, Par Value and Stated Value. The series of preferred stock designated herein is Series B Convertible Preferred Stock and the number of shares so designated is One Million Six Hundred Thousand (1,600,000) shares. Each registered holder of Series B Convertible Preferred Stock is referred to herein as a “Holder.” Each share of Series B Convertible Preferred Stock has a par value of $0.00001 per share. The Series B Convertible Preferred Stock shall have a stated value of $4.50 per share (the “Stated Value”).

Section 2. No Maturity, Sinking Fund, Mandatory Redemption. Except as otherwise provided herein, the Series B Convertible Preferred Stock has no stated maturity and will not be subject to any sinking fund for the payment of the redemption price or mandatory redemption, and will remain outstanding indefinitely unless the Series B Convertible Preferred Stock is redeemed or otherwise repurchased in accordance with this Certificate of Designations. The Corporation is not required to set aside funds to redeem the Series B Convertible Preferred Stock.

Section 3. Ranking. With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Series B Convertible Preferred Stock will rank: (i) senior to all other classes or series of capital stock of the Corporation now existing or hereafter authorized, classified or reclassified, and (ii) junior to all Indebtedness of the Corporation now existing or hereafter authorized (including Indebtedness convertible into Common Stock).

Section 4. Dividends. The holders of the Series B Convertible Preferred Stock shall not be entitled to receive dividends paid on the Corporation's Common Stock.

Section 5. Liquidation Preference. Upon liquidation, dissolution or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, each Holder shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Convertible Preferred Stock if such shares had been converted to Common Stock immediately prior to such Liquidation, subject to the preferential rights of holders of any senior securities of the Corporation.

Section 6. Conversion.

“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Company to consent to the conversion of all of the shares of Series B Convertible Preferred Stock into shares of Common Stock pursuant to Section 6 of this Certificate of Designation.

“Stockholder Approval Date” means the date on which Stockholder Approval is obtained.

Section 7. Certain Adjustments.

Section 8. Miscellaneous.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed on its behalf by its undersigned Chief Financial Officer as of October 22, 2024.

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK)

1. The undersigned Holder hereby irrevocably elects to convert the number of shares of Series B Convertible Preferred Stock indicated below, represented by stock certificate No(s). (the “Preferred Stock Certificates”), into shares of common stock, par value $0.00001 per share (the “Common Stock”), of Healthcare Triangle, Inc., a Delaware corporation (the “Corporation”), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designations, Rights and Preferences of Series B Convertible Preferred Stock (the “Certificate of Designation”) filed by the Corporation on October 22, 2024.

2. Conversion calculations: