UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 2, 2026, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), held its virtual 2026 Special Stockholders Meeting (the “Meeting”).
As of the close of business on January 8, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there were 10,758,725 shares of our common stock, par value $0.00001 per share, and 20,000 shares of our Series A Super Voting preferred stock, par value $0.00001 per share, issued and outstanding with each common stock entitled to one vote on each proposal, and each Series A Super Voting preferred stock entitled to one vote on each proposal, at the Meeting. At the Meeting, the combined holders of 20,409,725 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 66.35% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.
The final results for each of the matters considered at the Meeting were as follows:
| 1. | To approve an amendment (as set forth on Exhibit A to the Company’s Proxy Statement, the “Reverse Split Amendment”) to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-one hundred (1:100), with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Reverse Split,” and such proposal, the “Reverse Split Proposal”). |
| Votes For | Votes Against | Abstain | ||
| 20,231,200 | 175,869 | 1,656 |
The affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter was required for approval. The proposal was approved.
| 2. | To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal (the “Adjournment Proposal). |
| Votes For | Votes Against | Abstain | ||
| 20,199,168 | 203,557 | 7,000 |
The affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter was required for approval. The proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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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.
| Healthcare Triangle, Inc. | ||
| Dated: February 6, 2026 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
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