0001839285 true 2022 FY

 0001839285

 2022-01-01
 2022-12-31

 0001839285

 2022-06-30

 0001839285

 2024-01-04

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Transition Period from to

 Commission
File Number: 001-40903

 HEALTHCARE TRIANGLE, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 84-3559776

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 7901
 Stoneridge Drive, Suite
 220 Pleasanton,
 CA

 94588

 (Address
 of principal executive offices)

 (Zip
 Code)

 (925) 270-4812

 (Registrant's
 telephone number, including area code)

 Securities
 registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Ticker
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.00001 par value

 HCTI

 The
 Nasdaq Stock Market LLC

 Securities
 registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the 1,261,667 shares of Common Stock of the registrant held by non-affiliates on June 30, 2022, based on the
price at which the common stock sold on the last business day of the registrant's second quarter, is $ 12,995,170.

 As
of January 4, 2024, 4,308,822
shares of the registrant's common stock, $0.00001 par value per share, were issued and outstanding.

 Explanatory
Note

 The
purpose of this Amendment No. 1 to the Annual Report on Form 10-K of
Healthcare Triangle, Inc. (the "Company") for the fiscal year ended December 31, 2022, filed with the U.S. Securities and
Exchange Commission (the "SEC") on March 28, 2023 (the "Original Report" and together with this Amendment No.
1, this "Report"), is to amend (i) the cover page of the Original Report with certain required information and (ii) Item 8,
Part II of the Original Report to remove the Report of Independent Registered Public Accounting Firm issued by Ram Associates, CPAS ("Ram"),
which relates to the consolidated financial statements of the Company for the year ended December 31, 2021 (the "2021 Financial
Statements") and replace it with the Report of Independent Registered Public Accounting Firm issued by BF Borgers CPA PC (PCAOB
ID 5041) (" Borgers "), which relates to the 2021 Financial Statements. The Company engaged Borgers to audit the
2021 Financial Statements which had previously been audited by Ram because of certain sanctions imposed on Ram by the Public Company Accounting
Oversight Board. No changes to the 2021 Financial Statements resulted from the Borgers audit.

 Except
as described above and the inclusion of Exhibits 31.1, 31.2, 32.1 and 32.1, this Amendment No. 1 to the Original Report does not amend,
update or change any other items or disclosures in the Original Report and does not purport to reflect information or events subsequent
to the filing thereof.

 The
Company has attached to this Amended 10-K updated certifications executed as of the date of this Amended 10-K by the Principal Executive
Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications
are attached as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amended 10-K.

 PART
II

 Item
8. Financial Statements and Supplementary Data

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Healthcare Triangle, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Healthcare Triangle, Inc. as of December 31, 2022 and 2021, the related
statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's operating losses raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 January
3, 2024

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 Exhibits.
The following exhibits are included herein or incorporated herein by reference:

 EXHIBIT

 Exhibit
 No.

 Description

 31.1

 Certification
 of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification
 of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification
 of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 *Exhibits
32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically
stated in such filing.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Healthcare
 Triangle, Inc.

 Date:

 January
 4, 2024

 By:

 /s/
 Dave Rosa

 Dave
 Rosa

 Chairman
 of the Board and Director

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on January 4, 2024.

 Signature

 Title

 /s/
 Dave Rosa

 Chairman
 of the Board Director

 Dave
 Rosa

 /s/
 Thyagarajan Ramachandran

 Chief
 Financial Officer (principal financial and accounting officer)

 Thyagarajan
 Ramachandran

 /s/
 Lakshmanan Kannappan

 Head
 of Strategic Partnership and Director (principal executive officer)

 Lakshmanan
 Kannappan

 /s/
 Shibu Kizhakevilayil

 Director

 Shibu
 Kizhakevilayil

 /s/
 Ronald McClurg

 Director

 Ronald
 McClurg

 /s/
 Jainal Bhuiyan

 Director

 Jainal
 Bhuiyan