Healthcare Triangle Inc.

10/23/2026 | Press release | Distributed by Public on 10/23/2026 15:21

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 23, 2026, at the virtual special meeting of stockholders (the "Special Meeting"), the stockholders of Healthcare Triangle, Inc. (the "Company"): (i) approved one or more amendments to our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to effect one or more reverse splits of our issued and outstanding shares of common stock, each at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty five (1:25), with the exact ratio within such range to be determined by the Board of Directors of the Company, provided that the aggregate ratio of such reverse stock splits is not greater than 1:25; (ii) approved, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined in the Proxy Statement) made by the Company that is less than the Minimum Price (as defined in the Proxy Statement) and is within the Nasdaq Parameters described in the Proxy Statement; (iii) approved the amendment to the 2020 Stock Incentive Plan, as amended, to remove adjustments for reverse stock splits; and (iv) approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

The proposals presented at the Special Meeting are described in more detail in the Company's Definitive Proxy Statement on Schedule 14A ("Proxy Statement") that was filed with the Securities and Exchange Commission on October 13, 2026. Holders of 20,257,026 shares of the Company's common stock, or approximately 53.69% of the 37,730,008 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Special Meeting. The shares entitled to vote include the common stock of the Company and the Company's Series A Super Voting Preferred Stock.

The following are the final voting results on the proposals presented to the Company's stockholders at the Special Meeting.

Proposal No. 1: Reverse Split Proposal

The Company's stockholders approved the resolution to approve one or more amendments to our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to effect one or more reverse splits of our issued and outstanding shares of common stock, each at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty five (1:25), with the exact ratio within such range to be determined by the Board of Directors of the Company, provided that the aggregate ratio of such reverse stock splits is not greater than 1:25. The table below sets forth the voting results for Proposal 1:

For Against Abstain Broker Non-Votes
20,163,583 93,410 33 0

Proposal No. 2: 20% Issuance Proposal

The Company's stockholders approved the resolution to approve, for purposes of Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined in the Proxy Statement) made by the Company that is less than the Minimum Price (as defined in the Proxy Statement) and is within the Nasdaq Parameters described in the Proxy Statement. The table below sets forth the voting results for Proposal 2:

For Against Abstain Broker Non-Votes
20,123,343 132,881 800 2
Healthcare Triangle Inc. published this content on October 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 23, 2026 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]