Healthcare Triangle Inc

This proposal requests stockholder approval to amend the Company’s 2020 Stock Incentive Plan to institute an automatic annual increase in the number of shares available under the plan on the first day of each fiscal year beginning in 2026, equal to the greatest of specified formulas (a fixed 2,000,000-share increment, 20% of outstanding common stock, or a number determined by the Administrator). Management argues this structure will allow timely grants to attract, motivate and retain employees, directors and consultants without repeatedly convening stockholder approval or calling special meetings, and that current authorized shares are insufficient given the company’s growth plans. The amendment would remain in effect through the Plan termination date in 2030. Key governance trade-offs include predictable dilution to existing stockholders and the removal of repeated shareholder oversight over increases; proxy advisory firms often view auto-increase “evergreen” provisions critically because they can produce substantial dilution over time. The Board frames the change as necessary operational flexibility for compensation administration and alignment of employee incentives with shareholder value, noting the expense and delay of seeking shareholder approval each time an increase is needed. Investors should assess the company’s hiring and grant cadence, current burn rate of plan shares, historic grant sizes, and whether the Administrator’s discretion is sufficiently constrained. If approved, dilution risk is material and could affect voting power and per-share economic interests; if not approved, management may face difficulty executing retention and hiring programs without formal shareholder votes. Given the Company’s status as an emerging growth company and its recent use of financings and acquisitions, the amendment increases the share pool available to support those strategic moves, potentially magnifying dilution tied to corporate development activity. The Board recommends FOR based on its view that the benefits to talent incentives and operational agility outweigh the dilution risks in the near-term.

This management proposal seeks a standing stockholder authorization under Nasdaq Listing Rule 5635(d) to permit future ‘‘20% Issuances’’ at prices below the Minimum Price, subject to a fixed set of Nasdaq Parameters disclosed in the proxy (including up to 250 million shares, up to 250 million warrant shares, a maximum $100 million aggregate amount, a maximum 80% market discount, and a closing deadline approximately three months after the meeting). The Company frames this as enabling operational flexibility to raise working capital quickly without repeated shareholder votes for each transaction, citing uncertain timing and terms of potential financings. The Nasdaq Parameters establish outer bounds intended to satisfy Nasdaq’s procedural requirements, but they also allow for extremely large issuances and steep discounts (up to 80%), which could result in substantial dilution and material adverse effects on existing shareholders. Governance concerns include investor protection against opportunistic dilutive financings and whether the board and management have adequate controls and disclosure around timing, counterparties, and pricing within these broad caps. The board recommends FOR, arguing that the authorization is necessary to provide the Company with the capital required to run operations and pursue growth; investors should weigh this operational need against the significant dilution risk embodied in the caps. From a valuation standpoint, the potential to issue at very large scale and deep discounts could depress market value and impede future equity raises, and the structure may attract opportunistic purchasers. Risk mitigants to monitor include specific deal terms, use of proceeds, whether placements are staged, any placement agent conflicts, and post-issuance registration mechanics. Overall, approval grants the Company broad financing authority that, while operationally useful, substantially increases dilution risk and places considerable discretion in management subject to the fixed Nasdaq Parameters.

This proposal asks stockholders to approve the issuance of 2,915,656 shares of common stock to SecureKloud as part of a Settlement Agreement that cancels previously issued Series B Convertible Preferred Stock issued as consideration for assets acquired in October 2024. The issuance is required to satisfy the economic terms of the original asset purchase after reverse stock splits materially changed the number of underlying common shares, and Nasdaq Listing Rule 5635(a) requires stockholder approval because the Settlement Shares originally represented more than 20% of outstanding common stock. The Board presents this as a contractual obligation to make SecureKloud whole and to implement the parties’ agreed settlement; management indicates no directors or officers have a substantial personal interest beyond their existing share ownership. From a governance and investor perspective the issuance is dilutive and could materially reduce existing shareholders’ voting and economic stakes; the proxy explicitly warns of substantial dilution. The transaction arose from prior corporate activity (asset purchase paid with convertible preferred stock), then altered by reverse splits; investors should evaluate the fairness of the consideration relative to the assets acquired and whether the board negotiated appropriate protections or escrow. There may be limited alternatives: refusal could expose the Company to breach-of-contract risk or litigation, potentially harming the Company more than the dilution would. Analysts should review the underlying Asset Transfer Agreement, the Settlement Agreement exhibits, and any valuations supporting the settlement to assess whether the share issuance is proportionate to value received. The Board recommends FOR on the basis that performing contractual obligations and avoiding legal or commercial disruption outweigh the dilution concerns, but minority holders should weigh that against long-term ownership dilution and precedent for settlement structure.

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(a) to permit issuance of securities in connection with the Company’s acquisition of Teyame 360 S.L. and Datono Mediacion S.L., where consideration includes cash, approximately $6 million in common stock, roughly $24 million in non-voting convertible preferred stock as post-closing consideration, and up to $5 million in convertible preferred stock as a management earnout subject to performance metrics. Management positions the transaction as strategically transformative—intended to position Healthcare Triangle as a global AI-powered digital health solutions provider—and argues that shareholder approval is necessary to satisfy Nasdaq thresholds for issuances that equal or exceed 20% of outstanding stock. Approval would enable the Company to issue the required securities and complete the acquisition on the agreed terms; failure to approve would likely prevent consummation as structured. The key trade-offs are substantial dilution to current shareholders versus the anticipated strategic and operational benefits of the acquisition; investors should interrogate the valuation, integration plan, revenue and cost synergies, and post-closing governance and control provisions tied to the preferred stock. Convertibility and timing of preferred stock conversions are material—conversion mechanics, protective provisions, and any liquidation preferences should be reviewed to understand economic and control implications. The proposal raises standard governance concerns about large issuance dilutions, but may be supportable if the acquisition produces substantial value accretion and credible integration milestones. The Board recommends FOR, framing the issuance as necessary to capture strategic benefits; independent analysis should focus on deal comparables, dilutive impact scenarios, and whether management has credible execution capabilities to deliver projected benefits.

This proposal seeks shareholder approval to permit the Company to issue shares in excess of the Exchange Cap (approximately 19.99% of outstanding shares) under a newly executed equity line of credit (ELOC) with Hudson Global, providing up to $50 million in purchase capacity over a 36‑month window. Mechanically, post-commencement the Company can direct purchases between $25,000 and $2.5 million per business day at a price equal to the lesser of two 94% pricing formulas, meaning issuance would typically occur at roughly a 6% discount to selected historical prices; aggregate issuance limits and trading-volume caps also constrain per-day activity. The facility gives management ongoing access to capital without a counterparty’s unilateral ability to force sales, but it produces continuous potential dilution as shares are sold over time depending on market conditions and management decisions. The issuance included a commitment-fee warrant of 50,000 shares exercisable at a de minimis price, which represents an additional source of dilution and alignment to Hudson Global; that warrant also includes customary anti-dilution and beneficial ownership limits. Key governance concerns are the long-term dilutive effect, potential downward pressure on the stock price from regular placements, and limited pre-issuance shareholder oversight beyond the Exchange Cap waiver requested here. The board argues the facility provides necessary flexibility to fund operations and working capital; investors should evaluate whether alternative capital structures (debt, structured equity, milestone-based tranches) would be less dilutive and whether safeguards governing placement cadence, blackout periods, and insider participation are sufficient. If approved, the ELOC materially increases the Company’s ability to raise capital quickly, but investors should expect ongoing dilution risk and monitor actual issuance cadence and use of proceeds closely.

This proposal asks shareholders to approve for Nasdaq compliance the potential issuance of shares underlying $4.32 million aggregate principal of 15% OID senior secured convertible debentures sold in a private placement on June 12, 2026, which produced net proceeds of approximately $3.6 million. The debentures carry a high effective interest (15% OID) and include conversion mechanics that set a Floor Price of $0.452 or 85% of the lowest three‑day VWAP at conversion, either of which could permit conversion at a price below the Minimum Price and result in a 20% Issuance. The financing includes placement-agent compensation and prepayment and covenants that impose a 25% prepayment obligation out of net proceeds from future securities financings, and if extended the principal increases by 10%, increasing potential dilution. From a company perspective, management frames the financing as necessary to repay existing indebtedness and provide working capital; from an investor perspective, the combination of high financing cost, steep dilution potential, and conversion mechanics raises significant economic risk for existing holders. The potential for a change of control and a sizeable equity issuance at depressed conversion prices underscores governance and investor-protection concerns; reviewers should assess conversion scenarios under a range of market prices and the potential for control shifts among creditors-turned-equity holders. The Board recommends FOR to secure the financing and comply with Nasdaq rules, but holders should carefully model dilution outcomes, consider the cost of capital relative to alternatives, and monitor whether conversion would trigger protective provisions or transfer substantial voting power to new holders.

This routine procedural proposal requests stockholder authorization to allow the meeting to be adjourned or postponed, if necessary, to permit additional solicitation of proxies to obtain required votes for one or more proposals. It is standard practice and provides flexibility to the board to extend the meeting timeline to secure approvals without calling a separate special meeting. The Board presents this as a governance safeguard to ensure important matters can be voted on with an adequate shareholder electorate present. The practical effect is limited and temporary—adjournment does not change the substance of any proposal and typically preserves the same agenda for reconvened sessions. Investors generally support such adjournment authority because it reduces the risk that procedural shortfalls prevent consideration of shareholder-approved actions. The Board recommends FOR, and management would use this authorization only if there are insufficient votes on one or more proposals at the scheduled meeting.