SEC Comment Letter 0000000000-24-001056 to Healthcare Triangle, Inc. (HCTI)
Healthcare Triangle, Inc.
Date: Jan. 26, 2024 · CIK: 0001839285 · Accession: 0000000000-24-001056
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276501
Letter
United States securities and exchange commission logo January 26, 2024 Thyagarajan Ramachandran Chief Financial Officer Healthcare Triangle, Inc. 7901 Stoneridge Drive, Suite 220 Pleasanton, CA 94588 Re:Healthcare Triangle, Inc. Registration Statement on Form S-1 Filed January 12, 2024 File No. 333-276501 Dear Thyagarajan Ramachandran: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Cover Page 1.Please revise here and elsewhere as appropriate to provide a more complete discussion regarding the terms of the First Tranche Note and the Securities Purchase Agreement dated December 28th, 2023. In addition, clarify the maximum number of shares that the note can be converted into and the circumstances and prices under which such conversions can occur, as well as any provisions that may permit a change to the floor price or conversion price, and the effect that any such changes would have on investors.
FirstName LastNameThyagarajan Ramachandran Comapany NameHealthcare Triangle, Inc. January 26, 2024 Page 2 FirstName LastName Thyagarajan Ramachandran Healthcare Triangle, Inc. January 26, 2024 Page 2 Our revenues have historically been concentrated among our top customers . . ., page 19 2.Please identify the major customer who accounted for 39% of your revenue in 2022 and revise to provide a more complete discussion regarding your reliance on that customer and the material terms of your agreements with them, including any termination provisions. In addition, file any agreements as exhibits or tell us why it is not required. Refer to Item 601(b)(10) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jeff Wofford
Show Raw Text
United States securities and exchange commission logo
January 26, 2024
Thyagarajan Ramachandran
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-276501
Dear Thyagarajan Ramachandran:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise here and elsewhere as appropriate to provide a more complete discussion
regarding the terms of the First Tranche Note and the Securities Purchase Agreement
dated December 28th, 2023. In addition, clarify the maximum number of shares that the
note can be converted into and the circumstances and prices under which such conversions
can occur, as well as any provisions that may permit a change to the floor price
or conversion price, and the effect that any such changes would have on investors.
FirstName LastNameThyagarajan Ramachandran
Comapany NameHealthcare Triangle, Inc.
January 26, 2024 Page 2
FirstName LastName
Thyagarajan Ramachandran
Healthcare Triangle, Inc.
January 26, 2024
Page 2
Our revenues have historically been concentrated among our top customers . . ., page 19
2.Please identify the major customer who accounted for 39% of your revenue in 2022 and
revise to provide a more complete discussion regarding your reliance on that customer
and the material terms of your agreements with them, including any termination
provisions. In addition, file any agreements as exhibits or tell us why it is not
required. Refer to Item 601(b)(10) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jeff Wofford