UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
| Filed by the Registrant |
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| Filed by a Party other than the Registrant |
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Check the appropriate box:
| ☒ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under §240.14a-12 |
HEALTHCARE
TRIANGLE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that
apply):
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No fee required |
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Fee paid previously with preliminary materials. |
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| ☐ |
Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a- 6(i)(1) and 0-11 |
HEALTHCARE TRIANGLE, INC.
7901 STONERIDGE DRIVE, SUITE # 220
PLEASANTON, CALIFORNIA 94588
[Mail Date*], 2025
Dear Healthcare Triangle Stockholder:
I am pleased to invite you to attend the 2024
Annual Meeting of Stockholders (the “Annual Meeting”) of Healthcare Triangle, Inc. (the “Company”)
to be held on Friday, March 28, 2025, at 10:00 a.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide
a consistent and convenient experience to all stockholders regardless of location.
At this year’s virtual Annual Meeting,
our stockholders will be asked to:
(1) elect the four (4) nominees for director
who are named in the Proxy Statement;
(2) approve an amendment to the Company’s
2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on
the first day of each fiscal year beginning with the 2024 fiscal year, in an amount equal to the greater of (a) 4,000,000 shares, (b)
a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding
on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no
later than the last day of the immediately preceding fiscal year;
(3) ratify the appointment of M&K CPAS, PLLC
as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and transact any other business that
properly comes before the Annual Meeting (including adjournments and postponements thereof). The Board of Directors unanimously recommends
that you vote FOR the election of the director nominees, FOR the approval of amendment to the Plan and FOR the ratification
of the appointment of M&K CPAS, PLLC.
Under Securities and Exchange Commission rules,
the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Instructions for accessing
the proxy materials and voting are described below and in the Notice of Annual Meeting that you received in the mail. The Notice also
contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31,
2023. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental
impact and lowering the costs of printing and distributing our proxy materials.
Your vote is very important. Whether or not you
plan to attend the virtual meeting, please carefully review the proxy materials and then cast your vote, regardless of the number of
shares you hold. If you are a stockholder of record, you may vote over the internet, by telephone, or, if you request to receive a printed
set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting
your vote via the internet or by telephone or proxy card will not affect your right to vote during the meeting if you decide to attend
the virtual Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive
instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by
telephone or over the internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone
number or internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your
choice of available means at your earliest convenience.
Thank you for your ongoing support of and continued
interest in Healthcare Triangle.
| Sincerely, |
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| /s/ Dave Rosa |
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| Dave Rosa |
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| Chairman of the Board of Directors |
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HEALTHCARE TRIANGLE, INC.
7901 STONERIDGE DRIVE, SUITE # 220
PLEASANTON, CALIFORNIA 94588
NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Friday, March 28, 2025
Notice is hereby given that Healthcare Triangle,
Inc. will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, March 28, 2025 at 10:00 a.m.
Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders
regardless of location. Stockholders may attend the virtual Annual Meeting by visiting https://web.viewproxy.com/HCTI/2024 and
register to attend the meeting. You must register prior to the registration deadline of [*], 2025 at 5:00 p.m. Eastern Time. The Annual
Meeting will be held to accomplish the following purposes:
| ● | elect
four (4) directors to hold office until the 2024 annual meeting of stockholders and until
his successor is duly elected and qualified, subject to his or her earlier resignation or
removal; |
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approve an amendment to the Company’s
2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on the
first day of each fiscal year beginning with the 2024 fiscal year, in an amount equal to the greater of (a) 4,000,000 shares, (b)
a number of shares equal totwenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding
on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan
no later than the last day of the immediately preceding fiscal year; |
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ratify the appointment of M&K CPAS, PLLCas our independent registered
public accounting firm for the fiscal year ending December 31, 2024; and |
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transact any other business that properly comes before the Annual Meeting
(including adjournments and postponements thereof). |
The Annual Meeting will begin promptly at 10:00
a.m. Pacific Time. Only stockholders of record at the close of business on February 24, 2025, are entitled to notice of and to vote at
the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder
as of the close of business on February 24, 2025, or hold a valid proxy for the Annual Meeting. In order to attend, you must register
in advance. Upon completing your registration, you will receive further instructions via email, including your unique links that will
allow you access to the meeting and will permit you to submit questions. You will not be able to attend the 2024 Annual Meeting in
person.
We are pleased to take advantage of Securities
and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our
stockholders a notice of Internet availability of proxy materials instead of a paper copy of our proxy materials and our Annual Report
on Form 10-K for the year ended December 31, 2023. The notice contains instructions on how to access those documents and to cast your
vote via the Internet. The notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report
on Form 10-K for the year ended December 31, 2023. All stockholders who do not receive a notice will receive a paper copy of the proxy
materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more
timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
Your vote is important. Whether or not
you plan to attend the virtual Annual Meeting, I encourage you to read the Proxy Statement and submit your proxy or voting instructions
as soon as possible. Please review the instructions on the proxy card regarding your voting options. You may vote at the virtual Annual
Meeting, by submitting your proxy via the Internet, by mail or by telephone.
| By Order of the Board of Directors: |
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| /s/ Dave Rosa |
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| Dave Rosa |
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| Chairman of the Board of Directors |
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| [Mail Date*], 2025 |
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| Pleasanton, California |
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Important Notice Regarding the Availability
of Proxy Materials for the Healthcare Triangle 2024 Annual Meeting of Stockholders to Be Held on Friday, March 28, 2025: The Notice of
2024 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023
are available at www.healthcaretriangle.com/sec-filings/. In order to attend the virtual annual meeting, you must register in advance
at https://web.viewproxy.com/HCTI/2024 prior to the registration deadline of [*], 2024 at 5:00 p.m. Eastern Time. You will not be able
to attend the 2024 Annual Meeting in person.
HEALTHCARE TRIANGLE, INC.
TABLE OF CONTENTS
HEALTHCARE TRIANGLE, INC.
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 31, 2025
GENERAL INFORMATION
Our Board of Directors has made this Proxy Statement
and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection
with the Board of Directors’ solicitation of proxies for our 2024 Annual Meeting of Stockholders (the “Annual Meeting”),
and any adjournment of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy
card for the Annual Meeting.
The Annual Meeting will be held at 10:00 a.m.
Pacific Time on Friday, March 28, 2025. The Annual Meeting will be a virtual stockholders meeting held at https://web.viewproxy.com/HCTI/2024.
We made this Proxy Statement available to stockholders beginning on [Mail Date*], 2025.
Pursuant to rules adopted by the Securities and
Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are
sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial
owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about [Mail
Date*], 2025.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON MARCH 31, 2025: This proxy statement, the accompanying proxy
card or voting instruction card and our 2021 Annual Report on Form 10-K are available at https://web.viewproxy.com/HCTI/2024.
In this Proxy Statement the terms the “Company,”
“we,” “us,” and “our” refer to Healthcare Triangle, Inc. The mailing address of our principal executive
offices is Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, California 94588.
Record Date: |
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February 24, 2025 |
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| Quorum:
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A majority of the shares of outstanding stock entitled to vote on the
record date must be present in person, by remote communication, if applicable or represented by proxy duly authorized to constitute
a quorum. |
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| Shares
Outstanding: |
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[●] shares of common stock, par value of $0.00001 per share (“common
stock”), that has one (1) vote per share, and 6,000 shares of Series A Super Voting Preferred Stock, par value of $0.00001
per share (“preferred stock”), the holders of which having 1,000 votes per share, outstanding as of February 25,
2025. |
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| Voting: |
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There are four ways a stockholder of record can vote: |
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By Proxy over the Internet: You may vote over
the Internet by following the instructions provided in the Notice or, if you requested to receive your proxy materials by U.S. mail,
by following the instructions on the proxy card. |
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(2) |
By Telephone: If you requested to receive your
proxy materials by U.S. mail, you may vote by telephone by following the instructions on the proxy card. |
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(3) |
By Mail: If you requested to receive your proxy
materials by U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided. |
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(4) |
During the Meeting: If you are a stockholder as
of the record date, you may vote during the virtual Annual Meeting by following the instructions available at https://web.viewproxy.com/HCTI/2024.
Submitting a proxy will not prevent stockholders from attending the virtual Annual Meeting, revoking their earlier-submitted proxy,
and voting during the meeting. |
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In order to be counted, proxies submitted
by telephone or Internet must be received by 11:59 p.m. Eastern Time on [*] Proxy Delivery Deadline Date], 2025. Proxies submitted
by U.S. mail must be received before the start of the Annual Meeting. |
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If you hold your shares through a bank or broker,
please follow their instructions. |
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| Revoking
Your Proxy |
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Stockholders of record may revoke their proxies by attending the virtual
Annual Meeting and voting in person, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy
bearing a later date with our Corporate Secretary before the vote is counted or by voting again using the telephone or Internet before
the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker,
you may revoke any prior voting instructions by contacting that firm. |
| Votes
Required to Adopt Proposals |
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Each share of our common stock outstanding on the record
date is entitled to one vote and each share of our preferred stock outstanding on the record date is entitled to 1,000 votes per
share on any proposal presented at the virtual Annual Meeting: |
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For Proposal One, the election of directors, the
nominees receiving the highest number of affirmative votes entitled to vote and cast will be elected as directors. |
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For Proposal Two, an affirmative vote of a majority
of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and
entitled to vote generally on the subject matter is required to approve the automatic increase in the number of shares of common
stock to be issued under the Plan. |
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For Proposal Three, an affirmative vote of a majority
of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and
entitled to vote generally on the subject matter is required to ratify the appointment of M&K CPAS, PLLC as our independent registered
public accounting firm for the fiscal year ending December 31, 2023. |
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| Effect
of Abstentions and Broker Non-Votes |
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Abstentions and “broker nonvotes”
(i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary
power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum.
Shares voting “withheld” have
no effect on the election of directors.
Abstentions have the effect of a vote against
the proposal to automatically increase the number of shares of common stock that would be issuable under our Plan and the ratification
of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31,
2024.
Under the rules that govern brokers holding
shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed
shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal Three,
the ratification of the appointment of M&K CPAS, PLLC, is considered a routine matter where brokers are permitted to vote shares
held by them without instruction. If your shares are held through a broker, those shares will not be voted in the election of directors
or on the proposal to automatically increase the number of shares subject to the Plan unless you affirmatively provide the broker
instructions on how to vote. |
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| Voting
Instructions |
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If you complete and submit your proxy voting instructions, the persons
named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should
be voted on each item, the persons named as proxies will vote in accordance with the recommendations of our Board of Directors as
described herein: FOR the election of the nominees for director, FOR the approval of amendment to the Company’s
2020 Stock Incentive Plan and FOR the ratification of the appointment of M&K CPAS, PLLC as our independent registered
public accounting firm for the fiscal year ending December 31, 2024. The persons named as proxies will vote on any other matters
properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any
other matters that may be properly presented for voting at the Annual Meeting. |
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| Voting
Results |
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We will announce preliminary results at the Annual Meeting. We will
report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available
at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the
Form 8-K as soon as they become available. |
| Additional
Solicitation/Costs |
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We are paying for the distribution of the proxy materials,
solicitation of the proxies and the platform for the holding of our virtual meeting. As part of this process, we reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation
materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and
tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf in person, by telephone, email
or facsimile, but they do not receive additional compensation for providing those services. |
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| Emerging
Growth Company |
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We are an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding
advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (x) the last day of the
fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual
gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (y) the date on which we have
issued more than $1.0 billion in non-convertible debt during the prior three-year period. |
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| Householding
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Some banks, brokers, and other nominee
record holders may be participating in the practice of “householding” proxy statements and annual reports. This means
that only one copy of the Notice of Internet Availability of Proxy Materials, Proxy Statement, and Annual Report on Form 10-K
for the year ended December 31, 2023, as applicable, is being delivered to multiple stockholders sharing an address unless we
have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to
us at Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, California 94588, Attn: Investor Relations,
or call 925-270-4812, or email IR@healthcaretriangle.com.
If you want to receive separate copies of
the Notice of Internet Availability of Proxy Materials, Proxy Statement, or Annual Report on Form 10-K in the future, or if you are
receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other
nominee record holder, or you may contact us at the above address or telephone number. |
PROPOSAL ONE - ELECTION
OF DIRECTORS
Number of Directors; Board Structure
Our amended certificate of incorporation and
bylaws provide that the number of our directors shall be fixed from time to time by a resolution of our Board of Directors or of the
stockholders. Our Board of Directors currently consists of four (4) members, three (3) of whom qualify as “independent” under
the listing standards of the Nasdaq Capital Market (“Nasdaq”). Directors serve until the next annual meeting and until
their successors are elected and qualified or until they die, retire or are removed. All of our current directors’ terms expire
at this Annual Meeting. Directors who are elected at this Annual Meeting will have terms that will expire at our 2025 Annual Meeting.
The following presents our current directors,
ages and positions as of February 25, 2025
| Name | |
Age | |
Position |
| Dave Rosa(1)(2*) | |
59 | |
Chairman of the Board of Directors. |
| Shibu Kizhakevilayil | |
53 | |
Head of M&A and Director |
| Ronald McClurg(1*)(2)(3) | |
64 | |
Director |
| Jainal Bhuiyan(1)(3*) | |
42 | |
Director |
| (1) |
Member of the Audit Committee.
* Chairman of the Audit Committee and audit committee financial
expert. |
| (2) |
Member of the Compensation Committee.
* Chairman of the Compensation Committee. |
| (3) |
Member of the Nominating and Corporate Governance Committee.
* Chairman of the Nominating and Corporate Governance Committee. |
Nominees for Election
for a One Year Term Ending at the 2025 Annual Meeting
Based on the recommendation of the nominating
and corporate governance committee of our Board of Directors, our Board of Directors has nominated Shibu Kizhakevilayil, Dave Rosa, Ronald
McClurg, and Jainal Bhuiyan for election as directors to serve for a one-year term ending at the 2025 Annual Meeting or until his or
her successor is elected and qualified. Each nominee is a current member of our Board of Directors and each of the nominees has consented
to serve if elected.
Unless you direct otherwise through your proxy
voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of the nominees.
If a nominees are unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute
nominee or nominees chosen by the present Board of Directors. In the alternative, the proxies may not vote for a substitute nominee or
nominees and instead leave a vacancy on the Board of Directors. The Board of Directors may fill such vacancy at a later date or reduce
the size of the Board of Directors. We have no reason to believe that the nominees will be unwilling or unable to serve if elected as
a director.
Biographies of Nominees For Director
The biographies of the nominees and continuing
directors below contain information regarding each such person’s service as a director, business experience, director positions
held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the nominating
and corporate governance committee to determine that the person should serve as a director of the Company. In addition to the information
presented below regarding each such person’s specific experience, qualifications, attributes and skills that led the Board of Directors
and its nominating and corporate governance committee to the conclusion that he or she should serve as a director, we also believe that
each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated
business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our Board of Directors.
Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board
committees.
Our corporate governance guidelines also dictate
that a majority of the Board of Directors be comprised of independent directors whom the Board of Directors has determined have no material
relationship with the Company and who are otherwise “independent” directors under the published listing requirements of the
Nasdaq Capital Market (“Nasdaq”). The Company has determined that, with the exception of Mr. Shibu Kizhakevilayil,
our Head of M&A and Director, all of our other directors qualify as “independent” directors
Dave Rosa. Mr. Rosa has served
as a member of our board of directors since August 2021. Since 2016, Mr. Rosa has been and currently is President and CEO of NeuroOne
Medical Technologies (NMTC: Nasdaq), a publicly traded company on the Nasdaq. He also serves on the boards of Biotricity (BTCY: OTC),
a publicly traded company on the Over the Counter (OTC) platform, where he currently serves as compensation committee chairman and Neuro
Event Labs, a privately held company in Finland, where he currently serves as Chairman of the Board. Mr. Rosa has over 25 years of experience
holding a variety of senior management roles representing several medical device markets. His recent experience includes developing early-stage
companies to commercialization and Nasdaq listing. Mr. Rosa holds a Master of Business Administration degree from Duquesne University
and Bachelor of Science degree in Commerce and Engineering from Drexel University. We believe that Mr. Dave is well qualified to serve
as chairman of the Board of Directors. With his entrepreneurial, leadership, operational and capital markets experience.
Shibu Kizhakevilayil. Mr. Kizhakevilayil
has served as Head of M&A and a member of our Board since October 2019. In his role as Global healthcare President, he was leading
the healthcare division of SecureKloud Technologies, Inc. from 2015 to 2020 and was also instrumental in identifying, acquiring, and
integrating healthcare IT companies. Mr. Kizhakevilayil had successfully built and sold 3 IT consulting companies specializing in enterprise
content management, data warehousing, and business intelligence solutions in his earlier career. He has over 20 years of experience in
the IT industry with expertise in the healthcare domain. He serves as a member of the Board of several private companies. Shibu holds
a bachelor’s degree in Mechanical Engineering from College of Engineering Trivandrum, India. We believe that Mr. Kizhakevilayil
is qualified to serve as a member of our Board based on his outstanding skills and unique experience in IT industry in connection with
healthcare domain..
Ronald McClurg. Mr. McClurg has
over 30 years of financial leadership experience with public and private companies. Mr. McClurg has served as Chief Financial Officer
of NeuroOne Medical Technologies Corp. (Nasdaq: NMTC) since January 2021. Prior to joining NeuroOne, from October 2003 to June 2019,
Mr. McClurg served as VP – Finance and Administration and Chief Financial Officer of Incisive Surgical, Inc., a privately-held
medical device manufacturer. Prior to 2003, Mr. McClurg served as Chief Financial Officer and Treasurer of Wavecrest Corporation, a privately-held
manufacturer of electronic test instruments for the semiconductor industry, and served as Chief Financial Officer for several publicly-held
companies, including Video Sentry Corporation, Insignia Systems, Inc. (Nasdaq: ISIG), and Orthomet, Inc. Currently, he serves on the
board of governors of Biomagnetic Sciences, LLC and serves as a director and audit committee chair for Biotricity, Inc. (Nasdaq: BTCY).
Mr. McClurg holds a Bachelor of Business Administration degree in accounting from the University of Wisconsin — Eau Claire. We
believe that Mr. Ronald McClurg is qualified to serve as a member of our Board based on his outstanding skills and unique experience
in Finance domain with public companies.
Jainal Bhuiyan.
Mr. Jainal is currently a Senior Managing Director in investment banking at Paulson Investment Company. Prior to Paulson he was a
partner at HRA Capital, a boutique investment bank he co-founded in 2012. Over the course of his 18 years of healthcare investment banking
and capital markets experience, he has advised private and public healthcare companies from start-ups to commercially mature enterprises,
totaling more than $3B in transactions. He holds FINRA Series 7, Series 63 and Series 79 licenses. We believe that Mr. Jainal Bhuiyan
is qualified to serve as a member of our Board based on his outstanding skills and unique experience in investment banking in healthcare
sector.
Recommendation of the
Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF THE NOMINEES.
CORPORATE GOVERNANCE
Meetings of the Board
of Directors
Our Board of Directors held [●] regular
meetings in 2024 and acted by written consent [●] times. During their respective terms of service, each director attended at least
75% of all meetings of the Board of Directors during 2024. Under our corporate governance guidelines, directors are expected to be active
and engaged in discharging their duties and to keep themselves informed about our business and operations. Directors are also expected
to try to attend our annual meeting of stockholders, all meetings of the Board of Directors and all meetings of the committees on which
they serve.
Code of Business Conduct
and Ethics
We are committed to the highest standards of
integrity and ethics in the way we conduct our business. Our Board of Directors has adopted a code of business conduct and ethics, which
applies to our directors, officers and employees, including our chief executive officer, our chief financial officer, and our other executive
and senior officers. Our code of business conduct and ethics establishes our policies and expectations with respect to a wide range of
business conduct, including the preparation and maintenance of our financial and accounting information, our compliance with laws, and
possible conflicts of interest.
Under our code of business conduct and ethics,
each of our directors and employees is required to report suspected or actual violations to the extent permitted by law. In addition,
we have adopted separate procedures concerning the receipt and investigations of complaints relating to accounting or audit matters.
These procedures have been adopted by the Board of Directors and are administered by our audit committee.
A current copy of our code of business conduct
and ethics is posted on the Governance section of our website, which is located at https://www.healthcaretriangle.com/investors/governence/policies.
Policy on Trading, Pledging and Hedging of
Company Stock
Certain transactions in our securities (such
as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create
the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral
may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may
occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company
securities. Our insider trading policy expressly prohibits short term trading (within six months), short sales and, without prior approval,
purchases or sales of puts, calls or other derivative securities of the or other hedging transactions. In addition, our insider trading
policy expressly requires prior approval from our compliance officer if any of our executive officers, directors and specified other
employees and their respective affiliates wish to borrow against company securities held in a margin account, or, pledging our securities
as collateral for a loan.
Independence of the Board
of Directors
Our Board of Directors has determined that Messrs.
Mr. Rosa, Mr. McClurg, and Mr. Bhuiyan satisfy the requirement for independence set out in Nasdaq Rule 5605(b)(1) and that each of these
directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations,
the Board of Directors sought to identify and analyze all of the facts and circumstances relating to any relationship between a director,
his or her immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those
contained in the Nasdaq rule referenced above. A majority of the members of our Board of Directors are independent under Nasdaq rule.
Identifying and Evaluating
Director Nominees; Board Diversity
The Board of Directors is responsible for selecting
its own members. The Board of Directors delegates the selection and nomination process to the nominating and corporate governance committee,
with the expectation that other members of the Board of Directors, and management, will be requested to take part in the process as appropriate.
Generally, the nominating and corporate governance
committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors,
through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee
deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms
that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance
committee. The nominating and corporate governance committee may gather information about the candidates in connection with its evaluation
of a director candidate, including through candidate interviews, inquiry of the person or persons making the recommendation or nomination,
engagement of an outside search firm, or reliance on the knowledge of the members of the nominating and corporate governance committee,
the Board of Directors or management. The nominating and corporate governance committee then meets as a group to discuss and evaluate
the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of
the Board of Directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends
candidates for the Board of Directors’ approval as director nominees for election to the Board of Directors.
We do not have a formal policy concerning the
diversity of the Board of Directors. Our priority in selection of board members is identification of members who will further the interests
of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative
culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and
adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy
and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board of
Directors, the nominating and corporate governance committee and the full Board of Directors are committed to creating a Board of Directors
that promotes our strategic objectives and fulfills its responsibilities to our stockholders, and considers diversity of gender, race,
national origin, education, professional experience, and differences in viewpoints and skills when evaluating proposed director candidates.
Minimum Qualifications
The nominating and corporate governance committee
will consider, among other things, the following qualifications, skills and attributes when recommending candidates for the Board of
Directors’ selection as nominees for the Board of Directors and as candidates for appointment to the Board of Directors’
committees. The nominee shall have high standards of personal and professional ethics and integrity, shall have proven achievement and
competence in the nominee’s field and the ability to exercise sound business judgment, shall have skills that are complementary
to those of the existing Board of Directors, shall have the ability to assist and support management and make significant contributions
to the Company’s success and shall have an understanding of the fiduciary responsibilities that is required of a member of the
Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
In evaluating proposed director candidates, the
nominating and corporate governance committee will consider, in addition to the minimum qualifications and other criteria for Board of
Directors membership approved by the Board of Directors from time to time, the current size and composition of the board and the needs
of the Board of Directors and the respective committees of the Board of Directors, such factors as character, integrity, judgment, diversity,
independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s
business and industry, other commitments and the like and any other factors that the nominating and corporate governance committee may
consider appropriate. When the nominating and corporate governance committee considers diversity, it will consider diversity of experience,
skills, viewpoints, race and gender, as it deems appropriate.
Family Relationships
There are no family relationships among the officers
and directors, nor are there any arrangements or understanding between any of the directors or officers of our Company or any other person
pursuant to which any officer or director was or is to be selected as an officer or director.
Procedures for Submitting
Stockholder Proposals
Requirements for Stockholder Proposals to
be Brought Before the Annual Meeting. Stockholders may submit recommendations for director candidates to the nominating and corporate
governance committee by sending the individual’s name and qualifications to our Corporate Secretary at Healthcare Triangle, Inc.,
7901 Stoneridge Drive, Suite # 220, Pleasanton, California 94588 who will forward all recommendations to the nominating and corporate
governance committee. The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against
the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or
management.
Any stockholder who wishes to submit a proposal
for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included
in our proxy materials relating to our 2025 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied,
and we must receive such proposals no later than [*], 2025. Such proposals must be delivered to our Corporate Secretary at Healthcare
Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, California 94588.
Securityholder and Interested Party Communications
The Board of Directors provides to every securityholder
and interested party the ability to communicate with the Board of Directors, as a whole, and with individual directors on the Board of
Directors through an established process for securityholder and interested party communication. For a communication directed to the Board
of Directors as a whole, securityholders and interested parties may send such communication to the attention of the Chairman of the Board
of Directors via U.S. Mail or Expedited Delivery Service to: Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton,
California 94588, Attn: Mr. Thyagarajan Ramachandran, Chief Financial Officer.
For a communication directed to an individual
director in his capacity as a member of the Board of Directors, securityholders and interested parties may send such communication to
the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Healthcare Triangle, Inc., 7901 Stoneridge Drive,
Suite # 220, Pleasanton, California 94588, Attn: [Insert the name of the director to whom you wish to communicate.]
We will forward by U.S. Mail any such communication
to each director, and the Chairman of the Board in his capacity as a representative of the Board of Directors, to whom such communication
is addressed to the address specified by each such director and the Chairman of the Board, unless there are safety or security concerns
that mitigate against further transmission.
Board Leadership Structure
and Board’s Role in Risk Oversight
Our Board of Directors currently believes that
our company is best served by an independent director serving as the Chairman of the Board. Our independent directors bring experience,
oversight and expertise from outside our company, while our Chief Financial Officer brings company-specific experience and expertise.
Our Board of Directors believes that the independent role of Chairman is the best leadership structure for us at the current time as
it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management
and our Board of Directors. The Board of Directors recognizes, however, that no single leadership model is right for all companies at
all times. Accordingly, the Board of Directors periodically reviews its leadership structure.
Our Board of Directors oversees the management
of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs
this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions
of our Company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition,
our Board of Directors reviews the risks associated with our Company’s business strategies periodically throughout the year as
part of its consideration of undertaking any such business strategies.
Each of our board committees also oversees the
management of our Company’s risk that falls within the committee’s areas of responsibility. In performing this function,
each committee has full access to management, as well as the ability to engage advisors. Our chief financial officer provides reports
to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to
address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from
our independent registered public accounting firm and our chief financial officer. The audit committee oversees the operation of our
risk management program, including the identification of the primary risks associated with our business and periodic updates to such
risks, and reports to our Board of Directors regarding these activities.
Risk is inherent with every business, and how
well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial
condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed
under “Risk Factors” in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks
we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.
In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed
and implemented by management are adequate and functioning as designed.
Risks Related to Compensation
Policies and Practices
In establishing and reviewing our compensation
philosophy and programs, we consider whether such programs encourage unnecessary or excessive risk taking. We believe that our executive
compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation
programs are designed to encourage our executive officers and other employees to remain focused on both short- term and long-term strategic
goals. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
Board Committees
Our Board of Directors has established three
standing committees: audit, leadership and compensation, and nominating and corporate governance. We have appointed persons to the Board
of Directors and committees of the Board of Directors as required to meet the corporate governance requirements of the Nasdaq. The audit
committee, compensation committee and nominating and corporate governance committee all operate under charters approved by our Board
of Directors (copies of which can be found on our website by visiting https://www.healthcaretriangle.com/investors/governence/policies.
During the fiscal year ended December 31, 2024, the audit committee met [●] times, the compensation committee met [●], and
the nominating and corporate governance committee met [●] times. During their respective terms of service, each director attended
at least 75% of all meetings of the committees on which they then served, which were held during 2024.
Our Board of Directors may from time to time
establish other committees.
Board and Committee Evaluations
The nominating and corporate governance committee
intends to establish the Board and committee evaluation process and may determine to use an independent third-party evaluation process
from time to time in the future. No board or committee evaluations were undertaken in 2024.
Director Attendance at
Annual Meeting of Stockholders
Directors are encouraged to attend the annual meeting of stockholders
to the extent practicable. We held an annual meeting of stockholders in 2023 as we were a public company.
Audit Committee
We have a separately designated standing audit
committee of our Board of Directors, as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”). The audit committee is currently comprised of three independent directors: Ronald McClurg, Jainal Bhuiyan, Dave Rosa.
Mr. McClurg is the Chair of our audit committee. Our Board of Directors have determined that each of the members of our audit committee
is “independent” within the meaning of the rules of the Nasdaq and the SEC, including for audit committee purposes, and that
each of the members of our audit committee is financially literate and has accounting or related financial management expertise, as such
qualifications are defined under the rules of the Nasdaq. In addition, our Board of Directors has determined that Mr. McClurg is an “audit
committee financial expert” as defined by the SEC. Our audit committee operates under a written charter. Our audit committee assists
our Board of Directors in its oversight of our accounting and financial reporting process and the audits of our financial statements.
Our audit committee’s responsibilities include:
| ● | reviewing
and discussing with management and the independent auditor the annual audited financial statements,
and recommending to the board whether the audited financial statements should be included
in our annual disclosure report; |
| ● | discussing
with management and the independent auditor significant financial reporting issues and judgments
made in connection with the preparation of our financial statements; |
| ● | discussing
with management major risk assessment and risk management policies; |
| ● | monitoring
the independence of the independent auditor; |
| ● | verifying
the rotation of the lead (or coordinating) audit partner having primary responsibility for
the audit and the audit partner responsible for reviewing the audit as required by law; |
| ● | reviewing
and approving all related-party transactions; |
| ● | inquiring
and discussing with management our compliance with applicable laws and regulations; |
| ● | pre-approving
all audit services and permitted non-audit services to be performed by our independent auditor,
including the fees and terms of the services to be performed; |
| ● | appointing
or replacing the independent auditor; |
| ● | determining
the compensation and oversight of the work of the independent auditor (including resolution
of disagreements between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing
procedures for the receipt, retention and treatment of complaints received by us regarding
accounting, internal accounting controls or reports which raise material issues regarding
our financial statements or accounting policies; and |
| ● | approving
reimbursement of expenses incurred by our management team in identifying potential target
businesses. |
Report Of The Audit Committee Of The Board
Of Directors
This report is submitted by the audit committee
of the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”). The audit
committee consists of the three directors whose names appear below. None of the members of the audit committee is an officer or employee
of the Company, and the Board has determined that each member of the audit committee is “independent” for audit committee
purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable rules of the Nasdaq. Each member of the audit
committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq. The Board
has designated Mr. McClurg as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The
audit committee operates under a written charter adopted by the Board.
The audit committee’s general role is to
assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its
charter.
The audit committee has reviewed the Company’s
consolidated financial statements for 2023 and met with management, as well as with representatives of M&K CPAS, PLLC, the Company’s
independent registered public accounting firm, to discuss the financial statements. The audit committee also discussed with members of
M&K CPAS, PLLC the matters required to be discussed by the Auditing Standard No. 1301, “Communication with Audit Committees,”
as adopted by the Public Company Accounting Oversight Board.
In addition, the audit committee received the
written disclosures and the letter from M&K CPAS, PLLC required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent accountant’s communications with the audit committee concerning independence and discussed with
members of M&K CPAS, PLLC its independence.
Based on these discussions, the financial statement
review, and other matters it deemed relevant, the audit committee recommended to the Board that the Company’s audited consolidated
financial statements for 2023 be included in its Annual Report on Form 10-K for 2023.
The information contained in this audit committee
report shall not be deemed to be “soliciting material,” “filed” or incorporated by reference into any past or
future filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company
specifically incorporates it by reference.
Signed by the Audit Committee:
Ronald McClurg (Chairperson)
Jainal Bhuiyan
Dave Rosa
Compensation Committee
The members of the compensation committee are
Dave Rosa, and Ronald McClurg. Mr. Rosa is the Chair of the compensation committee. Our Board of Directors has determined that
each of the members of the compensation committee is “independent” within the meaning of the rules of the Nasdaq. Our compensation
committee assists our Board of Directors in the discharge of its responsibilities relating to the compensation of our executive officers.
Our compensation committee operates under a written charter. The compensation committee’s responsibilities include:
| ● | reviews,
approves and determines, or makes recommendations to our Board of Directors regarding, the
compensation of our executive officers; |
| ● | administers
our equity compensation plans; |
| ● | reviews
and approves, or makes recommendations to our Board of Directors, regarding incentive compensation
and equity compensation plans; and |
| ● | establishes
and reviews general policies relating to compensation and benefits of our employees. |
None of the members of our compensation committee has at any time
during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal
year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers
serving on our Board of Directors or compensation committee.
Nominating and Corporate
Governance Committee
The members of the nominating and corporate governance
committee are Ronald McClurg, and Jainal Bhuiyan. Mr. Bhuiyan is the Chair of the nominating and corporate governance committee.
Our Board of Directors has determined that each of the members of the nominating and corporate governance committee is “independent”
within the meaning of the rules of the Nasdaq. Our nominating and corporate governance committee operates under a written charter. The
nominating and corporate governance committee’s responsibilities include:
| ● | identifying,
reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria
approved by our Board of Directors; |
| ● | evaluating
director performance on our Board of Directors and applicable committees of our Board of
Directors and determining whether continued service on our Board of Directors is appropriate |
| ● | evaluating
nominations by stockholders of candidates for election to our Board of Directors; and |
| ● | corporate
governance matters |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information,
as of February [●], 2025, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company
voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a
group.
Beneficial ownership of the voting stock is determined
in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared
voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of February [●], 2025.
Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to
all shares of voting stock held by them. Applicable percentage ownership in the following table is based on [●] shares of our common
stock and 6,000 shares of preferred stock issued and outstanding on February [●], 2025. As of February [●], 2025, there were
[●] holders of our common stock and one holder of our preferred stock.
To the best of our knowledge, except as otherwise
indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock
beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares
listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including
any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control
of the Company.
| | |
| |
Number of Shares
Beneficially Owned | | |
Beneficial Ownership Percentages | |
| Name
and Address of Beneficial Owner (1) | |
Title | |
Common
Stock | | |
Series
A
Super Voting
Preferred
Stock(2) | | |
Percent of
Common Stock | | |
Percent of
Series A
Super Voting
Preferred Stock | | |
Percent
of
Voting Stock (3) | |
| Officers and Directors | |
| |
| | |
| | |
| | |
| | |
| |
| Thyagarajan Ramachandran | |
Chief Financial
Officer | |
| 45,281 | | |
| — | | |
| 1.0 | % | |
| — | | |
| 0.4 | % |
| Shibu Kizhakevilayil | |
Head of M&A | |
| 31,777 | | |
| — | | |
| 0.7 | % | |
| — | | |
| 0.3 | % |
| Ronald McClurg | |
Director | |
| — | | |
| — | | |
| * | | |
| — | | |
| * | |
| Jainal Bhuiyan | |
Director | |
| — | | |
| — | | |
| * | | |
| — | | |
| * | |
| Dave Rosa | |
Director | |
| — | | |
| — | | |
| * | | |
| — | | |
| * | |
| Officers and Directors
as a Group (total of 2 persons) 5% Stockholders | |
| |
| 108,835 | | |
| — | | |
| 2.5 | % | |
| N/A | | |
| 1.0 | % |
| SecureKloud
Technologies, Inc.(4) | |
| |
| 2,550,000 | | |
| — | | |
| 59.2 | % | |
| N/A | | |
| 24.7 | % |
| (1) |
The principal address of the named officers, directors and 5% stockholders
of the Company is c/o Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, CA 94588. |
| (2) |
SecureKloud Technologies, Inc. is 60.7% owned by SecureKloud Technologies
Limited which is a publicly traded company in India. |
PROPOSAL TWO
PROPOSAL TO AMEND THE 2020 STOCK INCENTIVE
PLAN TO PROVIDE FOR AUTOMATIC INCREASES IN THE NUMBER OF SHARES SUBJECT TO THE PLAN
We are proposing that our stockholders approve
the amendment (the “Plan Amendment”) of the Healthcare Triangle, Inc. 2020 Stock Incentive Plan (“Plan”) to provide
for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2024 fiscal
year, in an amount equal to the greaterof: (a) 4,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number
of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c)
such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year.
The Plan Amendment will terminate with the termination of the Plan on December 31, 2030.
Our Board of Directors believes that our continued
growth and success depends, in large part, on our ability to maintain a competitive position by attracting, retaining, and motivating
key employees, directors and consultants with experience and ability, which is vital to our future success, and to align our employees’,
directors’ and consultants’ compensation with building shareholder value. Our Plan is an integral part of this strategy.
An increase in shares available under the Plan is necessary not only to retain current employees, directors, and consultants but also
to attract new talent as we grow. Our Board of Directors believes that the shares currently available under our Plan will be insufficient
to meet our future needs, thus potentially impairing our ability to attract and retain key employees through the grant of stock-based
awards. The Plan is designed to attract, motivate, and retain employees, directors and consultants of the Company and to further the
growth and financial success of the Company by aligning the interests of such persons through ownership of our common stock with the
interests of our stockholders.
The Plan currently authorizes the grant of stock
options to employees, directors and consultants of the Company and its subsidiaries. You may read the Plan in its current form here:
Healthcare Triangle, Inc. 2020 Stock Incentive Plan. Or you may view it on the website of the Securities and Exchange Commission,
www.sec.gov, by searching for Healthcare Triangle, Inc.’s Amendment No. 2 to its Form S-1 Registration Statement (File No. 333-259180)
as filed with the SEC on September 27, 2021. The Plan is Exhibit 10.6 to that Registration Statement.
At present, the first sentence of Section 3 of
the Plan states that: “Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be issued
under the Plan is 4,000,000 all of which may be issued under the Plan pursuant to Incentive Stock Options.” Section 10 of the Plan
provides for the adjustment of the number of shares of common stock subject to the Plan as a result of changes in capitalization, mergers
or other transactions. There are no provisions in the Plan for any increase over the 4,000,000 shares of common stock currently reserved
for the Plan.
On February 24, 2025, the Board of Directors
approved the Plan Amendment, subject to stockholder approval. The Plan will be amended as follows:
The first sentence of Section 3 of the Plan shall
be deleted in its entirety and replaced with the following sentence:
“Subject to the provisions of Section 10,
the number of Shares available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the
2024 fiscal year, in an amount equal to the least of (a) 4,000,000 Shares, (b) a number of Shares equal to twenty percent (20%) of the
total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal
year, or (c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.”
Our Board of Directors believes that the proposed
Plan Amendment is in the best interests of, and will provide long-term advantages to, us and our stockholders and recommends the approval
by our stockholders of the Plan Amendment. Stock options are granted by the Board of Directors to the employees, directors and consultants
of our Company upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business. These incentives
provide our employees with a proprietary interest in our Company, thereby stimulating their commitment on our behalf and strengthening
their desire to remain with us. Our Board of Directors anticipates that this direct stake in the future success of our Company also assures
a closer alignment of the interests of employees with those of our stockholders. Our Board of Directors believes that the number of shares
of common stock currently available for issuance under our Plan is insufficient in view of our anticipated growth, compensation structure,
business strategy and our plans to issue additional shares of common stock in the future to increase our capitalization to permit investment
in our future growth.
Under the current Plan, in order to increase
the number of shares of common stock available for the Plan, we would need to obtain stockholder approval each time an increase was deemed
necessary. Stockholder approval requires that the board wait until the time for our annual meeting, which could result in the loss of
important members of our team or call a special meeting of stockholders which would result in some distraction to management from its
focus on our business and substantial additional expense, the funds of which could be better used for non-administrative matters.
If we cannot increase the amount of shares of
common stock available for issuance pursuant to the Plan Amendment, it could have a negative impact on our ability to retain and attract
key employees. Accordingly, we are seeking stockholder approval of the Plan Amendment. In the event that the Plan Amendment is not approved
by stockholders, the Plan will continue in effect without the amendment described above.
Any increase in the number of shares of common
stock reserved under the Plan has the potential to dilute the ownership of our current stockholders. Dilution will decrease such stockholders’
voting power, will decrease their proportionate share of any dividends we may declare and may make it more difficult for a stockholder
to increase his/her percentage ownership in the Company. Moreover, an automatic increase in the number of shares subject to the Plan
eliminates the ability of our stockholders to have control over this form of compensation to our directors and management. These reasons
and others are why certain advisory firms recommend against such provisions in a company’s equity incentive plan.
As of February [●], 2025: (i) [●]
shares of our common stock remained available for future awards under our Plan; and (ii) [●]shares of our common stock were subject
to outstanding options under our Plan (with the outstanding options having a weighted average exercise price of $[*] per share
and a weighted average term to scheduled expiration of 2.25 years). During the fiscal year ended December 31, 2024, our Board of Directors
approved the grant of options to purchase [●] shares of common stock under our Plan.
Based solely on the closing price of our common
stock as reported on The Nasdaq Capital Market on February [●], 2025 and the [*] shares of our common stock that were outstanding
on January 1, 2025, the maximum aggregate market value of the [*] additional shares that could potentially be issued under the Plan,
assuming the Plan Amendment is approved, is approximately $[*]. The shares available for issuance by us under the Plan will be authorized
but unissued or reacquired shares.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
APPROVAL OF THE PLAN AMENDMENT.
PROPOSAL
THREE
RATIFICATION OF THE APPOINTMENT
OF
OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We have appointed M&K CPAS, PLLC as our independent
registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31,
2024, and we are asking you and other stockholders to ratify this appointment. M&K CPAS, PLLC has audited our financial statements
since 2022.
The audit committee annually reviews the independent
registered public accounting firm’s independence, including reviewing all relationships between the independent registered public
accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent
registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate
governance, the Board of Directors determined to submit to stockholders for ratification the appointment of M&K CPAS, PLLC. A majority
of the votes present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled
to vote generally on the subject matter is required in order to ratify the appointment of M&K CPAS, PLLC. In the event that the required
majority do not ratify this appointment of M&K CPAS, PLLC, we will review our future appointment of M&K CPAS, PLLC.
We expect that a representative of M&K CPAS,
PLLC will attend the virtual Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses.
The representative will also be available to respond to appropriate questions from stockholders.
Policy on Audit Committee
Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
We have adopted a policy under which the audit
committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting
firm. These services may include audit services, audit-related services, tax services and other services.
In addition, in the event time constraints require
pre-approval prior to the audit committee’s next scheduled meeting, the audit committee has authorized its chairman to pre-approve
services. Engagements so pre-approved are to be reported to the audit committee at its next scheduled meeting.
Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF M&K CPAS, PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2024.
TRANSACTION
OF OTHER BUSINESS
The Board of Directors knows of no other matters
that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting,
the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment
on such matters, under applicable laws.
OTHER
INFORMATION
Availability of bylaws
A copy of our amended bylaws may be obtained
by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate Secretary at our principal
executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating
director candidates.
2023 Annual Report
Our financial statements for our fiscal year
ended December 31, 2023 are included in our annual report, which we will make available to stockholders at the same time as this
proxy statement. Our proxy materials and our annual report are posted on our website at https://www.healthcaretriangle.com/sec-filings/
and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report, free of charge,
by sending a written request to Healthcare Triangle, Inc., 7901 Stoneridge Drive, Suite # 220, Pleasanton, California 94588, Attention:
Secretary.
Information contained on, or that can be accessed
through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address
in this proxy statement are inactive textual references only.
| By Order of the Board of Directors: |
|
| |
|
| /s/ Dave Rosa |
|
| Dave Rosa |
|
| Chairman of the Board of Directors |
|
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