Healthcare Triangle stockholders approve reverse split authorization up to 1-for-25

Healthcare Triangle, Inc. (HCTI) reported on October 23, 2026, that stockholders approved a proposal authorizing the company to effect one or more reverse stock splits. The authorization allows the Board of Directors to determine a specific ratio ranging from 1-for-2 to 1-for-25, provided the aggregate ratio does not exceed 1-for-25. The resolution was part of a virtual special meeting where holders of 20,257,026 shares, representing approximately 53.69% of the 37,730,008 shares issued and outstanding, were present or represented by proxy.

Stockholders voted in favor of the reverse split proposal with 20,163,583 votes for, 93,410 against, and 33 abstentions. No broker non-votes were recorded for this item. The company stated that the exact ratio within the approved range will be determined by its Board of Directors. The approval also included amendments to the company's Amended and Restated Certificate of Incorporation to effect these changes.

In addition to the reverse split authorization, stockholders approved a resolution related to Nasdaq Listing Rule 5635(d). This proposal permits the company to make any 20% issuance that is less than a specified minimum price and within Nasdaq parameters. The vote for this proposal resulted in 20,123,343 votes for, 132,881 against, 800 abstentions, and two broker non-votes. The definitions for "20% Issuance" and "Minimum Price" are detailed in the company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 13, 2026.

A third proposal was also approved by stockholders. This item amended the 2020 Stock Incentive Plan to remove adjustments for reverse stock splits. The voting results showed 20,105,936 votes for, 150,521 against, and 569 abstentions. Finally, stockholders approved a resolution allowing the adjournment of the special meeting if necessary to solicit additional proxies. This proposal received 20,121,858 votes for, 133,562 against, 1,605 abstentions, and two broker non-votes.

The Form 8-K filing was signed by David Ayanoglou, Chief Financial Officer of Healthcare Triangle, Inc., on October 23, 2026. The company is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol HCTI.