{"url_path":"/sec/hcti/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1839285/0001213900-26-068871-index.html","accession_number":"0001213900-26-068871","cik":"0001839285","ticker":"HCTI","issuer_name":"Healthcare Triangle, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1839285/0001213900-26-068871-index.html","primary_entity_key":"0001839285","primary_entity_name":"Healthcare Triangle, Inc."},"word_count":982,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Private Placement of Original Issue Discount\nSenior Convertible Promissory Notes**\n\n \n\nOn June 12, 2026, Healthcare Triangle, Inc. (the\n“Company”) completed a private placement offering (the “Note Offering”) of its 15% original issue discount senior\nconvertible promissory notes (the “Notes”) in the aggregate principal amount of $4.235 million for aggregate gross proceeds\nof approximately $3.6 million, before deducting placement agent fees and other related offering expenses. The Notes were issued pursuant\nto a Securities Purchase Agreement, dated as of June 12, 2026 (the “Securities Purchase Agreement”), by and among the Company\nand the purchasers party thereto. WallachBeth Capital LLC acted as placement agent in connection with the Note Offering.\n\n \n\nThe Notes mature on December 12, 2026. At any\ntime after the six-month anniversary of the original issue date, the Notes are convertible, in whole or in part, at the option of the\nholders into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a conversion price\nequal to 85% of the volume weighted average price of the Common Stock for the three Trading Days immediately preceding the applicable\nconversion date, subject to a floor price of $0.452 per share and adjustment as provided in the Notes. The Company may prepay all or any\nportion of the Notes at a prepayment price equal to 102.5% of the outstanding principal amount being prepaid, plus accrued and unpaid\ninterest and any other amounts then owing under the Notes. In addition, upon the consummation of certain financing transactions during\nthe term of the Notes, the Company is required to repay an amount equal to 25% of the net proceeds of such financing transaction, subject\nto the holder’s right to waive such repayment.\n\n \n\nThe conversion of the Notes is subject to customary\nbeneficial ownership limitations and to applicable Nasdaq shareholder approval limitations. If the Company fails to obtain required stockholder\napproval on or before December 12, 2026, such failure will constitute an event of default under the Notes and will result in liquidated\ndamages as provided in the Securities Purchase Agreement and the Notes.\n\n \n\n**Equity Line Transaction**\n\n \n\nOn June 12, 2026, the Company entered into an\nEquity Purchase Agreement (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company\n(the “Investor”). Pursuant to the Equity Purchase Agreement, upon the terms and subject to the conditions set forth therein,\nthe Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of Common\nStock having an aggregate purchase price of up to $50,000,000. The Commitment Period ends on the earliest of (i) the date on which the\nInvestor has purchased shares equal to the $50,000,000 maximum commitment amount, (ii) 36 months after the date of the Equity Purchase\nAgreement, (iii) written notice of termination by the Company to the Investor, subject to certain limitations, and (iv) certain bankruptcy-related\nevents.\n\n \n\nUnder the Equity Purchase Agreement, each put\nmust be in a minimum amount of not less than $25,000, calculated using the initial purchase price, and may not exceed the lesser of $2,500,000,\ncalculated using the initial purchase price, and 200% of the average daily trading value. The purchase price for shares sold under the\nEquity Purchase Agreement will be the lesser of (i) 94% of the average of the three lowest traded prices of the Common Stock on the principal\nmarket during the five Trading Days immediately preceding the applicable put date and (ii) 94% of the lowest traded price of the Common\nStock on the principal market during the valuation period, subject to the terms and conditions set forth in the Equity Purchase Agreement.\nThe Company’s ability to sell shares under the Equity Purchase Agreement is subject to various conditions, including the effectiveness\nof a registration statement covering the resale of the shares, Nasdaq shareholder approval limitations, a 4.99% beneficial ownership limitation,\nDWAC eligibility and minimum pricing conditions.\n\n \n\nIn connection with the Equity Purchase Agreement,\nthe Company issued to the Investor a common stock purchase warrant (the “Warrant”) to purchase up to 50,000 shares of Common\nStock at an exercise price of $0.00001 per share, subject to adjustment as provided in the Warrant. The Warrant is exercisable at any\ntime on or after June 12, 2026 until 5:00 p.m. Eastern time on the date that is five years after June 12, 2026, subject to the terms and\nlimitations set forth therein, including a 4.99% beneficial ownership limitation and the Nasdaq shareholder approval limitations set forth\nin the Equity Purchase Agreement.\n\n \n\nAlso on June 12, 2026, the Company entered into\na Registration Rights Agreement with the Investor (the “Registration Rights Agreement” and, together with the Equity Purchase\nAgreement and the Warrant, the “Equity Line Transaction Documents”). Pursuant to the Registration Rights Agreement, the Company\nagreed to file with the Securities and Exchange Commission an initial registration statement covering the maximum number of registrable\nsecurities permitted to be included thereon within 45 calendar days after the date of the Registration Rights Agreement and to use reasonable\ncommercial efforts to have the registration statement declared effective within 90 calendar days after the date of the Registration Rights\nAgreement. The Registration Rights Agreement provides that the registration statement must remain effective and available for resale by\nthe Investor until the Investor has sold all registrable securities covered thereby and the maximum commitment amount under the Equity\nPurchase Agreement has been drawn down by the Company.\n\n \n\nThe foregoing descriptions of the Securities\nPurchase Agreement, the Notes, the Equity Purchase Agreement, the Registration Rights Agreement and the Warrant do not purport to be\ncomplete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed\nas Exhibits 10.1, 4.1, 10.2, 10.3 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\n1"}