Healthcare Triangle Inc

This management proposal asks stockholders to authorize an amendment to the Certificate of Incorporation that would permit the Board to effect a reverse stock split of the Company’s common stock at a ratio determined by the Board between 1-for-2 and 1-for-100 and to implement it at a time the Board deems appropriate within one year. Management seeks shareholder approval primarily to raise the per-share trading price to address Nasdaq’s minimum bid price requirement and mitigate the risk of delisting, thereby preserving the listing, market access, and potential liquidity benefits associated with being on the Nasdaq Capital Market. The proposal grants the Board discretion both to select the Final Split Ratio within the approved range and to abandon the Reverse Split prior to its effective time if circumstances change or the Board determines it would not be in stockholders’ best interests. The Board highlights ancillary effects: equity awards, warrants, and convertible securities would be adjusted proportionately, authorized share counts would not be proportionally reduced (resulting in effectively more authorized shares available post-split), and fractional shares would be rounded up at the participant level rather than paid out in cash. Management frames the Reverse Split as a defensive, governance-oriented measure to avoid potential delisting, not as a value-creating operational change; it explicitly warns that the split may not achieve the intended trading-price uplift and could instead reduce liquidity or lead to odd-lot holdings and higher transaction costs for some holders. The filing notes legal and tax consequences are expected to qualify as a recapitalization for U.S. federal income tax purposes such that shareholders generally should not recognize gain or loss solely as a result of the split. The Board’s recommendation “FOR” rests on balancing the risk of Nasdaq delisting and limited financing options against the potential downsides of higher volatility or reduced liquidity post-split; it also preserves flexibility by allowing the Board to decide whether and when to implement the split. From an investor-governance perspective, the broad ratio range (1:2 to 1:100) gives the Board substantial discretion, which could be seen as necessary to respond to market conditions but also raises agency considerations about the extent of unilateral authority to alter the shareholder base and capital structure. Analysts evaluating the proposal should weigh the immediacy of Nasdaq bid-price noncompliance risk, the company’s recent trading history and float, potential follow-on financing needs, and the likely market reaction to different split ratios when assessing whether the authorization is proportionate and in shareholders’ best interest.

This management proposal requests shareholder authorization to adjourn the Special Meeting, if needed, to solicit additional proxies so that the Board can obtain sufficient votes to approve Proposal 1 (the Reverse Split). Management supports this adjournment mechanism as a procedural contingency to allow additional outreach and voting time in the event the initial vote fails to reach the required majority, recognizing that brokers may have discretionary voting rights on the Reverse Split but not on adjournment, which can affect vote outcomes. The proposal is non-substantive in the sense that it does not change corporate governance or capital structure on its own; rather, it enables the company to continue solicitation activities and reconvene the meeting without requiring a new notice and meeting date if proxies are insufficient. The Board frames the adjournment as a tool to protect the company’s ability to secure approval for a measure it considers important for Nasdaq compliance and broader strategic flexibility. Opponents might view an adjournment as a way to extend solicitation deadlines and potentially deploy persuasive efforts that could alter vote dynamics; supporters will argue it’s a customary and reasonable practice to ensure an important, non-routine corporate action receives adequate consideration. Under Nasdaq and the company’s bylaws, the adjournment requires a majority of votes cast, and abstentions are counted against the Reverse Split but broker non-votes will not count for this adjournment—factors that shareholders should consider when evaluating support. The Board’s recommendation “FOR” is procedural and contingent: its primary purpose is to facilitate approval of Proposal 1 if initial votes are insufficient, not to independently effect any corporate change; investors should therefore evaluate the adjournment in the context of their view on the merits of the Reverse Split itself. From a governance perspective, the adjournment proposal is routine as a contingency but materially important insofar as it affects the practical path to implement the Reverse Split if the first vote is unsuccessful.