Form 8-K
8-K — Health In Tech, Inc.
Accession: 0001213900-26-110269
Filed: 2026-10-16
Period: 2026-10-12
CIK: 0002019505
SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Documents
8-K — ea0308864-8k_health.htm (Primary)
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8-K — CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
October 12, 2026
Date of Report (Date of earliest event reported)
Health In Tech, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-42449
87-3545722
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
701 S. Colorado Ave, Suite 1
Stuart, FL
34994
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (888) 373-0333
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
HIT
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On October 14, 2026, Health In Tech, Inc. (the
“Company”) received a letter from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that, as a result of the resignation of Sanjay Shrestha from the Board of Directors
of the Company (the “Board”) and the Audit Committee of the Board (the “Audit Committee”) on August 10, 2026,
as was previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the U.S.
Securities and Exchange Commission (the “SEC”) on August 13, 2026, the Company is not in compliance with Nasdaq’s independent
director and audit committee requirements as set forth in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A), which among other things
require, respectively, that a majority of the Board be comprised of “independent directors” under Nasdaq criteria and that
the Audit Committee consist of at least three members meeting such independence criteria. The Board is currently comprised of four directors,
two of whom, William D. Howard and Timoty Hayes, are independent directors, and the Audit Committee is currently comprised of two members:
William D. Howard and Timothy Hayes.
The letter has no immediate effect on the listing
or trading of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”) on The Nasdaq
Capital Market. Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company has been afforded a cure period to regain
compliance with the above Nasdaq Listing Rules until the earlier of the Company’s next annual shareholders’ meeting, or August
10, 2027; provided, however, that if the Company’s next annual meeting of shareholders is held before February 8, 2027, the Company
must evidence compliance no later than February 8, 2027. As was also disclosed in the Company’s Definitive Proxy Statement on Schedule
14A filed with the SEC on October 13, 2026, the Company intends to regain compliance with both Nasdaq Listing Rules discussed above following
the Company’s next annual shareholders’ meeting, which is scheduled to take place on November 10, 2026 (the “2026 Annual
Meeting”), and at which the Company expects a new independent director nominee will be elected to the Board and thereafter appointed
to the Audit Committee.
The Company also received a letter from the Nasdaq
Staff on October 12, 2026 indicating that, for the last thirty (30) consecutive business days, the closing bid price for the Class A common
stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)
(the “bid price requirement”). This letter also has no immediate effect on the listing or trading of the Class A common stock.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until April
12, 2027, to regain compliance. The letter states that the Nasdaq Staff will provide written notification that the Company has achieved
compliance with the bid price requirement if at any time before April 12, 2027, the bid price of the Class A common stock closes at $1.00
per share or more for a minimum of ten (10) consecutive business days. If the Company chooses to effect a reverse stock split to regain
compliance, it must complete the split no later than ten (10) business days prior to April 12, 2027.
The Company intends to monitor the closing bid
price of its Class A common stock and consider available options if its Class A common stock does not trade at a level likely to result
in the Company regaining compliance with Nasdaq’s minimum bid price rule by April 12, 2027, which could include effecting a reverse
stock split. If the Company does not regain compliance with Rule 5550(a)(2) by April 12, 2027, the Company may be eligible for an additional
180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement,
and would need to provide the Nasdaq Staff with written notice of its intention to cure the deficiency during the second compliance period,
which may include, if necessary, effectuation of a reverse stock split. However, if it appears to the Nasdaq Staff that the Company will
not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would
be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq Staff’s determination to delist
its securities. There can be no assurance that the Company will regain compliance with the bid price requirement, that the Company will
be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq Staff would grant the Company’s
request for continued listing subsequent to any delisting notification.
Forward-Looking Statements
This current report contains “forward-looking
statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as
“may,” “will,” “could,” “would,” “should,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “potential” or similar references
to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the
Company’s expectation that new independent director will be elected at the 2026 Annual Meeting and thereafter appointed to the Audit
Committee, and the Company’s ability to regain compliance with Nasdaq’s independent director and audit committee requirements;
the Company’s intent to monitor the bid price of its Class A common stock and consider available options, including a reverse stock
split, to regain compliance with the bid price requirement; and the Company’s eligibility for an additional 180 calendar day compliance
period under Nasdaq Listing Rules. Forward-looking statements are statements that are not historical facts, nor assurances of future performance.
Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future
plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth
in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there
can be no assurance that the Company will meet the bid price requirement during any compliance period or otherwise in the future, otherwise
meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can
agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption
“Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”)
on March 25, 2026, and its other filings with the SEC. Any forward-looking statement made by the Company in this current report is based
only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the
Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments or otherwise.
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 16, 2026
HEALTH IN TECH, INC.
By:
/s/ Tim Johnson
Name:
Tim Johnson
Title:
Chief Executive Officer
2
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Entity Tax Identification Number
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Entity Address, Address Line One
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