By Electronic Delivery to: rt@healthcaretriangle.com; rcarmel@cmfllp.com
December 29, 2022
Mr. Thyagarajan Ramachandran
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Dr., Suite 220
Pleasanton, CA 94588
Re: | Healthcare Triangle, Inc. (the “Company”) Nasdaq Symbol: HCTI |
Dear Mr. Ramachandran:
As you are aware, due to the resignations of Mr. Jeffrey S. Mathiesen, Mr. John Leo and Ms. April Bjornstad from the Company’s board, audit committee and compensation committee, the Company no longer complies with Nasdaq’s independent director, audit committee and compensation committee requirements as set forth in Listing Rule 5605.1
Normally under our Rules, a company has 45 calendar days to submit a plan to regain compliance. However, Staff has determined to shorten the response time for the Company to submit its plan pursuant to our discretionary authority set forth in Listing Rule 5101.2 If your plan is accepted, we can grant an extension of up to 180 calendar days from the date of this letter to evidence compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an extension. In addition, please provide any relevant documentation to support your plan, including but not limited to biographical information related to potential candidates, if any, being considered for appointment to the Board of Directors, the audit committee, and the compensation committee.
Please email the Company’s compliance plan to wayne.bush@nasdaq.com no later than January 27, 2023. Once the plan is reviewed, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision before a Hearings Panel.3
1 Form 8-K filed with the Securities and Exchange Commission on December 23, 2022.
2 Listing Rule 5101 states, in part, that “Nasdaq, therefore, in addition to applying the enumerated criteria set forth in the Rule 5000 Series, has broad discretionary authority over the initial and continued listing of securities in Nasdaq in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest. Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq.”
3 See Listing Rule 5815.
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Mr. Thyagarajan Ramachandran
December 29, 2022
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.5 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.6
In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliant status will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.
If you have any questions, please contact me at +1 301 978 8034.
Sincerely,
W. Wayne Bush, CFA Director
Nasdaq Listing Qualifications
4 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
6 Listing IM-5810-1.
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