医疗三角公司美股招股说明书（2025-11-25版）

Prospectus 1,458,118Shares of Common Stock This prospectus relates to the offer and resale of (a) up to an aggregate of 1,429,528 shares of common stock, par value$0.00001 per share (“Common Stock”), of Healthcare Triangle, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”),issuable upon the exercise of common warrants (the “Inducement Warrants”) to purchase 1,429,528 shares of Common Stock (the“Inducement Warrant Shares”) purchased by certain existing warrant holders (the “Warrant Inducement Holders”) in a privateplacement transaction (the “Warrant Inducement Private Placement”) pursuant to the terms of a warrant inducement letter agreementdated as of October 2, 2025, (the “Inducement Agreement”) between us and the Warrant Inducement Holders;and (ii) 28,590 sharesof Common Stock issuable upon the exercise of warrants (the “Inducement Advisor Warrants”) to purchase 28,590 shares of CommonStock (the “Inducement Advisor Warrant Shares”) issued to designees of WallachBeth Capital LLC (“WallachBeth”), as partialcompensation for WallachBeth acting as financial advisor in connection with the Warrant Inducement Private Placement pursuant to We are filing this registration statement on Form S-3, of which this prospectus forms a part, to fulfill our contractualobligations to provide for the registration of the resale of the Resale Shares by Selling Stockholders. See “Warrant Inducement PrivatePlacement” and “Selling Stockholders” beginning on pages 13, and 15 of this prospectus for more information about the Inducement We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale orother disposition of the shares of our Common Stock covered hereby. However, we will receive the proceeds from any exercise of the The Selling Stockholders identified in this prospectus, or their pledgees, assignees, donees, transferees or their respectivesuccessors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at pricesrelated to prevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents orbroker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution” We have agreed, pursuant to the terms of the Inducement Agreement, and the Advisory Agreement, as applicable, to bear allof the expenses in connection with the registration of the Resale Shares pursuant to this prospectus. The Selling Stockholders will payor assume all commissions, discounts, fees of underwriters, agents, selling brokers or dealer managers and similar expenses, if any, Our Common Stock is listed on the Nasdaq Capital Market under the symbol “HCTI”. On November 18, 2025, the closingprice of our Common Stock on the Nasdaq Capital Market was $2.10 per share. This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been soldpursuant to this prospectus or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the date on Investing in our Common Stock involves risks. You should carefully review the risks described under the heading“Risk Factors” beginning on page11 and in the documents which are incorporated by reference herein before you invest inour Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Currently, we are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 1,458,118 shares ofCommon Stock. You should rely only on the information contained in this prospectus and the related exhibits, any prospectussupplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making yourinvestment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplementor amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offeredby this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from If necessary, the specific manner in which the shares of Common Stock may be offered and sold will be described in a supplement tothis prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the exten