Correspondence 0001213900-24-012186 from Healthcare Triangle, Inc. (HCTI)
Healthcare Triangle, Inc.
Date: Feb. 9, 2024 · CIK: 0001839285 · Accession: 0001213900-24-012186
AI Filing Summary & Sentiment
Referenced dates: January 26, 2024
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CORRESP
1
filename1.htm
February 9, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F. Street, NE
Washington, D.C. 20549
Attention: Charli Gibbs-Tabler / Matthew Derby
Re: Healthcare Triangle, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Submitted January 12, 2024
CIK No. 0001839285
Ladies and Gentlemen:
On behalf of Healthcare Triangle,
Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations promulgated thereunder, we are submitting with the Securities and Exchange Commission
(the “Commission”), via EDGAR, Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration
Statement”), which reflects revisions to the above-referenced Registration Statement submitted to the Commission on January
12, 2024 (the “Registration Statement”). The Amended Registration Statement has been revised in response to the comment
letter addressed to the Company dated January 26, 2024, from the staff of the Commission (the “Staff”), as well as
certain other updated information.
Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
For reference purposes, the
comments contained in the Staff’s letter dated January 26, 2024, are reproduced below in italics and the corresponding responses
are shown below the comments. All references to page numbers in the Company’s responses are to the page numbers in the Amended
Registration Statement.
Cover Page
1. Staff Comment: 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.
Company Response: Pursuant
to the Staff’s request, the Company has added additional disclosure to
provide additional detail and clarity on the terms of the First Tranche Note and the Securities Purchase Agreement dated December 28th,
2023.
U.S. Securities and Exchange Commission
February 9, 2024
Page 2
Our revenues
have historically been concentrated among our top customers . . ., page 19
2. Staff Comment: 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.
Company Response: Pursuant
to the Company’s Current Report on Form 8-K, filed with the Commission on February 2, 2024, the Company has additionally informed
the Staff that its largest customer, accounting for 39% of its revenue in the fiscal year 2022, Guidant Global, Inc. (“Guidant”),
has terminated its Supplier Master Services Agreement dated August 10, 2021 (as amended, the “Agreement”), effective
as of February 04, 2024 (the “Termination Letter”).
Pursuant to the Staff’s request,
the Company has added additional disclosure in the Risk Factor addressing the current agreement, its termination and its impact, and
has additionally disclosed the Agreement and the Termination Letter in the Exhibits section of the Amended Registration Statement for
additional disclosure.
* * * * *
Please note that the Company has included certain
changes reflected in the Registration Statement other than those in response to the Staff’s comments.
Your prompt attention to the enclosed is greatly
appreciated. If you have any questions regarding this filing or the Company’s responses, please do not hesitate to contact me at
(646) 844-1492 or Ross Carmel of our office at (646) 838-1310.
Very truly yours,
/s/ Brian B. Margolis, Esq.
Brian B. Margolis, Esq.
Sichenzia Ross Ference Carmel LLP
cc: Thyagarajan Ramachandran,
Healthcare Triangle, Inc.