Health In Tech gets Nasdaq board, bid-price notices

Nasdaq’s notices do not immediately affect HIT’s listing or trading, but the bid-price cure period runs through April 12, 2027.

Rhea-AI Filing Summary

Health In Tech, Inc. received two Nasdaq deficiency notices: one concerning board and audit committee independence and one concerning its minimum bid price. After Sanjay Shrestha resigned from the board and committee on August 10, 2026, the board had four directors, including two independent directors, William D. Howard and Timothy Hayes; those two also comprise the two-member audit committee. The board-related cure period runs until the earlier of the next annual shareholders’ meeting or August 10, 2027, with compliance due by February 8, 2027 if the meeting is held before then. The company expects a new independent director nominee to be elected at its November 10, 2026 annual meeting and then appointed to the committee.

Nasdaq also said HIT’s closing bid price was below $1.00 per share for 30 consecutive business days. The notice does not immediately affect listing or trading; the cure deadline is April 12, 2027, requiring a close at $1.00 or more for at least 10 consecutive business days. The company may consider a reverse stock split; if it chooses one, it must complete it no later than 10 business days before April 12, 2027.

0 points · 0 major

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0 major · 1 point

How the balance works

Positive

• None.

Negative

• Moderate pointNasdaq reported HIT’s bid price below $1.00 for 30 consecutive business days.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Board size: 4 directors Independent directors: 2 directors Audit Committee size: 2 members +5 more

8 metrics

Board size 4 directors Current board composition

Independent directors 2 directors Current board composition

Audit Committee size 2 members Current composition

Minimum bid price $1.00 per share Nasdaq continued listing requirement

Period below minimum bid price 30 consecutive business days Closing bid price was below the requirement

Initial bid-price compliance period 180 calendar days Period provided to regain compliance

Bid-price compliance deadline April 12, 2027 Deadline to regain compliance

Required closing-price streak 10 consecutive business days Closing bid price must be at least $1.00 per share

Key Terms

independent directors, audit committee requirements, bid price requirement, cure period

4 terms

independent directors regulatory

"a majority of the Board be comprised of independent directors"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

audit committee requirements regulatory

"the Audit Committee consist of at least three members"

bid price requirement regulatory

"the minimum $1.00 per share requirement for continued listing"

A bid price requirement is a rule that specifies the minimum price a buyer must offer per share when making an official purchase proposal, tender offer, auction bid, or similar transaction. It matters to investors because it sets a floor for negotiations and valuation—like a reserve price in an auction—ensuring bids meet regulatory, contract or market standards and helping shareholders and markets judge whether an offer is fair or likely to succeed.

cure period regulatory

"provided an initial period of 180 calendar days"

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq notify HIT about listing deficiencies?

Nasdaq said HIT did not meet independent-director and audit-committee composition requirements after Sanjay Shrestha resigned from both on August 10, 2026. Separately, Nasdaq said the closing bid price was below $1.00 per share for 30 consecutive business days.

What is HIT’s deadline to regain Nasdaq’s $1.00 bid-price compliance?

HIT has until April 12, 2027 to regain compliance. Nasdaq will recognize compliance if the stock closes at $1.00 or more for at least 10 consecutive business days before that date. If HIT chooses a reverse stock split, it must complete it no later than 10 business days before April 12, 2027.

When must HIT fix its board and audit committee composition?

The board-related cure period runs until the earlier of HIT’s next annual shareholders’ meeting or August 10, 2027. The next meeting is scheduled for November 10, 2026; if held before February 8, 2027, HIT must evidence compliance no later than February 8, 2027. HIT expects a new independent director nominee to be elected at that meeting and then appointed to the Audit Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB