UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2023, Healthcare Triangle Inc. (the “Company”) entered into a revised board agreement with Mr. Dave Rosa, Chairman of the Board of Directors of the Company (the “Agreement”), effective July 1, 2023. Mr. Rosa qualifies as an ‘independent director’ for purposes of the NASDAQ listing standards, and apart from being the Chairman of the Board, serves as Chairman of the Compensation Committee and as a member on the Company’s Audit Committee.
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.
Per the revised Agreement, Mr. Rosa will receive compensation consistent with his expanded duties and critical service to the Company. Mr. Rosa’s compensation, per the Agreement Mr. Rosa shall comprise of (i) an annual cash stipend of $120,000, and (b) an annual grant of stock options for 10,000 shares of the Company’s common stock under its 2020 Stock Incentive Plan.
Among his key responsibilities as Chairman of the Board, Mr. Rosa will ensure compliance with corporate governance standards applicable to the Company, chair meetings of the Company’s Board, shareholders and executive sessions of the Board, coordinate the activities of the directors of the Board, serve as a formal liaison between the Company’s senior management and the directors of the Board, coordinate the activities of the Board’s operating committees and assist management in maintaining effective communication with the Company’s shareholders. The Agreement may be terminated by Mr. Rosa immediately by notice in writing.
There are no family relationships between Mr. Rosa and any of the Company’s directors or executive officers and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The above description is a summary of the Agreement and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Agreement, which is filed as Exhibit 10.1, respectively, with this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Board Agreement, dated as of July 13, 2023, by and between the Company and Dave Rosa. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthcare Triangle, Inc. | |
| Date: July 14, 2023 | By: /s/ Thyagarajan Ramachandran |
| Name: Thyagarajan Ramachandran | |
| Title: Chief Financial Officer |
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