Form 424B4 Healthcare Triangle,

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Filed Pursuant to Rule 424(b)(4)

Registration No. 333-259180

PROSPECTUS

HEALTHCARE
TRIANGLE, INC.

4,709,255 Shares of Common
Stock

 

This is an initial public offering
of shares of common stock, par value $0.00001 per share, of Healthcare Triangle, Inc., or the Company. We are offering 3,262,500 shares
of our common stock, and the selling stockholders identified herein (the “Selling Stockholders”) are offering 1,446,755 shares
of common stock. The common stock offered by the Selling Stockholders includes: (i) 75,000 shares of common stock held by a single Selling
Stockholder; (ii) 462,500 shares of common stock that will be issued to a different Selling Stockholder at the completion of this initial
public offering pursuant to the conversion of a Convertible Note; and (iii) 909,255 shares of common stock issuable upon the exercise
of warrants held by all Selling Stockholders at an exercise price of $2.88 per share. The 1,446,755 shares of common stock offered by
the Selling Stockholders is defined herein as the “Selling Stockholder Shares.” For a more detailed description of the convertible
notes and warrants, see “Description of Securities—Convertible Notes” and “—Common Stock Purchase
Warrants.”

Upon completion of this offering,
our parent company, SecureKloud Technologies, Inc., will own approximately 73.50% of our outstanding common stock (approximately 72.47%
if the underwriters exercise their over-allotment option in full). For additional information regarding the shareholdings of our parent,
see “Principal Stockholders.” Upon completion of this offering, we will be a “controlled company” as such term
is defined under the listing rules of The Nasdaq Stock Market LLC. We will not receive any of the proceeds from the sale of our common
stock by the Selling Stockholders. However, upon any exercise of the warrants held by the Selling Stockholders, we will receive cash proceeds
per share equal to the exercise price of such warrants. The Selling Stockholder Shares will not be purchased by the underwriters or otherwise
included in the underwritten offering of our common stock in this initial public offering. The Selling Stockholders may sell or otherwise
dispose of their shares in a number of different ways and at varying prices, but will not sell any Selling Stockholder Shares until after
the closing of this initial public offering. See “Selling Stockholders–Plan of Distribution.” We will pay all expenses
(other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholder’s
shares of common stock with the Securities and Exchange Commission.

Prior to this offering, there
has been no public market for our common stock. The public offering price of the shares in this offering is $4.00 per share. Our common
stock has been approved for listing on the Nasdaq Capital Market under the symbol “HCTI” and will
begin trading on Nasdaq on October 13, 2021
; however, no assurance can be given that a trading market will develop for our
common stock.

Investing
in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 19 of this prospectus as
well as any other risk factors and other information contained in any other document that may be incorporated by reference herein.

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We
are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and
are subject to reduced public company reporting requirements. Please read “Prospectus Summary — Implications of Being an
Emerging Growth Company.”

    Total   Per Share
Initial public offering price   $ 13,050,000.00     $ 4.00  
Underwriting discounts and commissions (1)(2)   $ 1,044,000.00     $ 0.32  
Proceeds, before expenses, to us   $ 12,006,000.00     $ 3.68  

(1)
Represents underwriting discount and commissions equal to eight percent (8%) per share (or $0.32 per
share), which is the underwriting discount we have agreed to pay on all investors in this offering introduced by the underwriters in
this offering.

(2)
Does not include an accountable expense allowance of up to $125,000 from
the gross proceeds of this offering payable to EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters,
of which we have previously paid $15,000 to EF Hutton as an advance. See “Underwriting” beginning on page 96 of this
prospectus for a description of all compensation payable to the underwriters.

We have granted the representative
an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 489,375 shares of common stock on
the same terms as the other shares of common stock being purchased by the underwriters from us, to cover over-allotments, if any.

The underwriters expect to deliver the shares of
common stock to purchasers on or about October15, 2021.

EF HUTTON
 division of Benchmark Investments, LLC

 

The date
of this prospectus is October 12, 2021.
 

 

 

Table
of Contents
 

ABOUT
THIS PROSPECTUS
3
MARKET
DATA
3
PROSPECTUS
SUMMARY
4
RISK
FACTORS
18
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
39
USE
OF PROCEEDS
40
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
40
CAPITALIZATION 41
DILUTION 42
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
43
BUSINESS 67
MANAGEMENT 81
EXECUTIVE
COMPENSATION
88
PRINCIPAL
STOCKHOLDERS
88
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
89
SELLING STOCKHOLDERS 89
DESCRIPTION
OF SECURITIES
93
UNDERWRITING 99
EXPERTS 103
LEGAL
MATTERS
103
WHERE
YOU CAN FIND MORE INFORMATION
103
INDEX
TO FINANCIAL STATEMENTS
F-2

Until
November 6, 2021 (25 days after the date of this prospectus) all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to
deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You
should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, the selling stockholders
named herein, nor the underwriters, have authorized any other person to provide you with information that is different from, or adds
to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
Neither we, the selling stockholders named herein, nor the underwriters, take responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common
stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an
offer of any securities in any jurisdiction in which such offer is unlawful.

 

ABOUT
THIS PROSPECTUS

Throughout
this prospectus, unless otherwise designated or the context suggests otherwise:

  all
references to the “Company,” “HTI,” the “registrant” (whether capitalized or not), “we,”
“our,” or “us” in this prospectus mean Healthcare Triangle, Inc.;
     
  “AI”
means artificial intelligence;
     
  DevOps
is a set of practices that combines software development (Dev) and IT…

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Read More: Form 424B4 Healthcare Triangle,