Item 4.01 Changes in Registrant's Certifying Accountant.
On January 25 , 2023, the Board of Directors ("Board") of Healthcare Triangle,
Inc. (the "Company" or "HTI") engaged BF Borgers CPA PC ("Borgers") as the
Company's independent certified public accountant to audit the Company's
financial statements for the year ended December 31, 2022.
During the Company's two most recent fiscal years and the subsequent interim
period through January 25, 2023, neither the Company nor anyone on its behalf
consulted with Borgers regarding: (i) the application of accounting principles
to a specified transaction, either completed or proposed; the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was provided that
Borgers concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement or a reportable event
(as defined in Item 304(a)(1)(iv) or (v) of Regulation SK) of which there were
neither.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 25, 2023, the Board of Directors appointed Ronald McClurg, Paige
Heaphy and Jainal Bhuiyan as directors to the Company's Board of Directors. The
Board believes that each of Mr. McClurg, Ms. Heaphy and Mr. Bhuiyan are
"independent directors" as such term is defined by Nasdaq Rule 5605(a)(2). There
was no arrangement or understanding between the new directors and any other
person pursuant to which such directors were selected as directors. Each
director signed an Appointment Letter Agreement with the Company, the form of
which is attached hereto as Exhibit 99.1, pursuant to which each director will
be: (i) paid an annual cash stipend of $40,000 (except for Mr. Rosa, who
receives an additional $20,000 as Chairman of the Board and $10,000 as chairman
of the Compensation Committee, and (ii) for Mr. McClurg and Ms. Heaphy, who are
paid $10,000 each for acting as the Chairman of the Audit Committee, and of the
Nominating and Corporate Governance Committee, respectively); and (iii) granted
options to annually acquire 50,000 shares of the Company's common stock at an
exercise price of $0.26 per share through the earlier of January 25, 2028 or 18
months after cessation of his/her service pursuant to the Company's 2020 Stock
Incentive Plan (except for Mr. Rosa who received options to receive 200,000
shares and will receive options to acquire 100,000 shares annually). Except as
otherwise provided above, no such director appointee has engaged in any other
transaction with the Company in an amount that exceeded $120,000 during the
Company's fiscal year ended December 31, 2022 or as of the date of this Current
Report on Form 8-K and no such transaction is currently contemplated.
The following table illustrates the composition of the Board of Directors of HTI
as of the date of this Current Report on Form 8-K:
Nominating
Independent and Corporate
Director Compensation Governance
Name (Y/N) Audit Committee Committee Committee
Dave Rosa(1) Y X X(2)
Ronald McClurg Y X(2) X X
Paige Heaphy Y X X(2)
Jainal Bhuiyan Y X X
Lakshmanan
Kannappan N
Shibu
Kizhakevilayil N
(1) Mr. Rosa has been appointed Chairman of the Board of Directors.
(2) Chairman of the noted Committee.
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On January 25, 2023, Mr Suresh Venkatachari ("Mr. Venkatachari") resigned as
director and Chairman of the Company. Mr. Dave Rosa has been appointed as the
Chairman of the Board replacing Mr. Venkatachari.
(c) On January 5, 2023 Mr. Roy Sookhoo and the Company entered into an offer
letter effective January 25, 2023 pursuant to which he was engaged as the
Company's Chief Operating Officer at an annual base salary of $400,000, plus
75,757 shares of the Company's common stock at no cost, which shares will be
fully vested in the event HTI terminates his employment within the first 12
months without cause. However, if he resigns before 12 months, he will be
entitled only to the shares that are vested prior to the period. He is eligible
to participate in the Company's other employee benefits including but not
limited to, the "unlimited paid time off" policy with a 60 day waiting period,
as well as seven paid Company holidays. The Company will also reimburse him for
business expenditures paid on behalf of HTI's business and will issue him a
laptop computer for Company use only. A copy of the Offer Letter is attached
hereto as Exhibit 99.2.
Mr. Sookhoo first started in the healthcare information technology industry
thirty years ago. Through many roles and companies across the nation, he has
become a transformational leader, helping organizations achieve their strategic
objectives by enabling people, process, and technology. Prior to his joining
HTI, Mr. Sookhoo was the Chief Information Officer for the University of New
Mexico Sciences Center from July 2020 to August 2022 where he led all aspects of
infrastructure and application technology including data centers, cybersecurity,
desktop computing, data and voice networks, cloud strategy, IT performance
metrics, service desk, disaster recovery, and business continuity. From January
2019 to April 2020, Mr. Sookhoo served as the Senior Vice President and Chief
Information Officer and Information Security Officer for Coordinated Health, a
part of Lehigh Valley Health Network, Allentown, Pennsylvania, and from
September 2016 to January 2019, he was the Vice President and Chief Information
Officer at the SUNY Downstate Medical Center in Brooklyn, New York. Prior
thereto, he advanced in other positions of responsibility in healthcare
information technology. Mr. Sookhoo earned an Executive Master of Business
Administration from Columbia University, a Bachelor of Science degree in
Mathematics from Brigham Young University and a Master of Science Degree from
National University, San Diego, California.
There was no arrangement or understanding between him and any other person
pursuant to which he was selected as an officer of the Company. There is no
family relationship between Mr. Sookhoo and any directors or other executive
officer of HTI. Mr. Sookhoo was a consultant to the Company during the fiscal
year ended December 31, 2022 and during January 2023. Mr. Sookhoo received
$130,000 in consulting fees from the Company in the fiscal year ended December
31, 2022.
Forward Looking Statements
This Current Report contains forward-looking statements that involve risks and
uncertainties intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform Act of 1995, as
amended. All statements other than statements of current or historical fact
contained in this Current Report, including statements regarding the Company's
expected timeline for compliance with the Nasdaq's Corporate Governance Rules,
are forward-looking statements. The words "anticipate," "believe," "continue,"
"should," "estimate," "expect," "intend," "may," "plan," "project," "will," and
similar expressions, as they relate to the Company, are intended to identify
forward-looking statements. The Company has based these forward-looking
statements on the current expectations about future events held by management.
While the Company believes these expectations are reasonable, such
forward-looking statements are inherently subject to risks and uncertainties,
many of which are beyond the Company's control. The Company's actual future
results may differ materially from those discussed here for various reasons.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The forward-looking statements included in this
Current Report are made only as of the date hereof. We do not undertake any
obligation to update any such statements or to publicly announce the results of
any revisions to any of such statements to reflect future events or
developments.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Form of Appointment Letter Agreement.
99.2 Offer Letter dated January 5, 2023 between the Company and Roy
Sookhoo .
99.3 Amendment to Offer Letter dated January 25, 2023 between Company and
Roy Sookhoo.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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HEALTHCARE TRIANGLE, INC. 
