Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Exchange Agreement with SecureKloud Technologies Ltd.

On June 24, 2026, Healthcare Triangle, Inc. (the "Company") entered into a Securities Exchange Agreement (the "Securities Exchange Agreement") with SecureKloud Technologies Ltd., an Indian private limited company ("SecureKloud"). In consideration for the acquisition of substantially all of the assets of SecureKloud Technologies Inc., the Company had previously issued 1,600,000 shares (on a pre-split basis) of its Series B Convertible Preferred Stock, par value $0.00001 per share (the "Series B Preferred Stock"), to SecureKloud pursuant to an Asset Transfer Agreement, dated October 21, 2024 (the "Asset Transfer Agreement").

At the time of issuance, the Series B Preferred Stock was convertible, subject to stockholder approval, into 16,000,000 shares of the Company's common stock (on a pre-split basis) having a market value of approximately $7.2 million. Subsequent to such issuance and prior to obtaining stockholder approval, the Company effected two reverse stock splits at an aggregate ratio of 1:14,940, which reduced the number of shares of common stock underlying the Series B Preferred Stock from 16,000,000 to 1,071. As a result, SecureKloud was unable to convert the Series B Preferred Stock and realize the value of the consideration it received under the Asset Transfer Agreement.

Pursuant to the Securities Exchange Agreement, and in settlement of the amounts owed by SecureKloud to the Company over and above the amounts the Company has advanced to SecureKloud for the development of certain software, the Company agreed to issue 2,828,167 shares of its common stock (the "Exchange Shares") to SecureKloud, or to its nominee, Blockedge Technologies Inc., as a make-whole. In exchange, SecureKloud will transfer, assign, convey and deliver to the Company, free and clear of all liens, all of its right, title and interest in the Series B Preferred Stock and will execute a Preferred Stock Transfer and Assignment.

The closing of the exchange is subject to the Company obtaining stockholders' approval as required by Nasdaq Rule 5635(b). The Company has agreed to include the Exchange Shares in the next registration statement it files with the Securities and Exchange Commission providing for the resale of securities pursuant to Rule 415 under the Securities Act. The Securities Exchange Agreement is governed by the laws of the State of Delaware.

Amendment No. 1 to Share Purchase Agreement

On June 25, 2026, the Company, in its capacity as parent (the "Parent"), and Teyame AI Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Buyer"), entered into Amendment No. 1 (the "Amendment") to the Share Purchase Agreement, dated as of January 22, 2026 (the "Original Share Purchase Agreement"), with Teyame AI LLC, a St. Kitts and Nevis corporation (the "Intermediary Seller"), CH 109, S.L., Ivan Montero Rebato and Maria Luisa Sanchez Fernandez.

The Amendment amends the purchase consideration to provide for the issuance of $12,000,000 of restricted common stock of the Parent (the "Common Stock Consideration") and 18,000 shares of a series of the Parent's preferred stock (the "Preferred Stock"), having a stated value of $1,000 per share and each share convertible, at the option of the Parent, into 430.21 shares of the Parent's common stock. The Preferred Stock will be issued as of June 26, 2026 and will not be convertible into common stock until Shareholder Approval, as required by Nasdaq Rule 5635(a), has been obtained.

To the extent the issuance of the Common Stock Consideration would require the Parent to issue shares of common stock in excess of 19.99% of the shares outstanding immediately prior to issuance, the Intermediary Seller will instead receive shares of common stock equal to 19.99% of the outstanding amount and a pre-funded warrant (the "PFW") for the excess, in each case exercisable only after Shareholder Approval has been obtained. The PFW will have an exercise price of $0.00001 per share and will be exercisable on a cashless basis.

The Amendment also provides for the issuance of 5,000 shares of Preferred Stock to key management employees as a post-Closing earnout (the "Management Earnout"), payable as 2,500 shares for fiscal year 2026 and 2,500 shares for fiscal year 2027, subject to the acquired companies' achievement of the applicable annual earnout targets. The Amendment is governed by the laws of the State of Delaware.

The foregoing descriptions of the Securities Exchange Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.