Healthcare Triangle Inc美股招股说明书(2026-07-16版)

HEALTHCARE TRIANGLE, INC. 28,000,000 Shares of Common Stock This prospectus relates to the offer and resale by Hudson Global Ventures, LLC, or its assignees (the “Selling Stockholder”) of up toan aggregate of 28,000,000 shares of common stock, par value $0.00001 per share (“Common Stock”), of Healthcare Triangle, Inc., aDelaware corporation (the “Company”, “we”, “us” or “our”). The 28,000,000 shares of Common Stock registered under theregistration statement of which this prospectus forms a part (the “Registration Statement”) consists of (i) up to 27,950,000 shares ofCommon Stock (the “ELOC Shares”) issued or issuable to the Selling Stockholder as a result of the Company directing the SellingStockholder to purchase such shares from time to time pursuant to an Equity Purchase Agreement dated June 12, 2026 (the “ELOCPurchase Agreement”) and (ii) up to 50,000 shares issuable pursuant to a warrant issued to the Selling Stockholder as a commitmentfee upon the execution of the ELOC Purchase Agreement (the “ELOC Warrant” and such shares underlying the ELOC Warrant, the“Exercise Shares”, and, together with the ELOC Shares, the “Securities”). The ELOC Warrant is exercisable for five years at any timeafter June 12, 2026 at an exercise price of $0.00001 per share. The Selling Stockholder may sell the shares of Common Stock described in this prospectus in a number of different ways and atvarying prices determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securitiesunder this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder.However, we may receive up to $50,000,000 in aggregate gross proceeds under the ELOC Purchase Agreement. We provide moreinformation about how the Selling Stockholder may sell its shares of Common Stock in the section of this prospectus entitled “Plan ofDistribution.” The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended(the “Securities Act”) with respect to the resale of their shares of common stock hereunder. We will pay the expenses incurred in registering the Common Stock described in this prospectus, including legal and accounting fees.To the extent the Selling Stockholder decides to sell their shares of Common Stock we will not control or determine the price at whichthe shares are sold. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “HCTI”. On July 15, 2026, the closing price of ourCommon Stock on the Nasdaq Capital Market was $1.89 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 onwhich all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless weterminate it earlier. Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “RiskFactors” beginning on page 15 and in the documents which are incorporated by reference herein before you invest in ourCommon Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.Currently, we are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and aresubject to reduced public company reporting requirements. Please read “Implications of Being an Emerging GrowthCompany.” The date of this prospectus is July 15, 2026. Table of Contents PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS15USE OF PROCEEDS17SELLING STOCKHOLDER18THE ELOC PURCHASE AGREEMENT19PLAN OF DISTRIBUTION23LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 Please read this prospectus carefully. It describes our business, our financial condition and our results of operations. We have preparedthis prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on theinformation contained in this prospectus or to which we have referred you. We have not authorized any person to provide you withadditional information or different information. We take no responsibility for and can provide no assurance as to the reliability of, anyinformation that others may give you. This prospectus may only be used where it is legal to offer and sell the securities describedherein and only during the effectiveness of the registration statement of which this prospectus forms a part. You should assume theinformation contained in this prospectus is accurate