[8-K] Health In Tech, Inc. Reports Material Event

Rhea-AI Filing Summary

Vivakor (VIVK) filed an 8-K disclosing a series of debt restructurings and new borrowings with existing lender J.J. Astor & Co.

• Forbearance & Amendment (7/9/25): Lender agreed to forbear existing defaults, advance up to an additional $4.4 M, and extend the resale registration deadline to 7/18/25. Outstanding principal on the March 2025 junior secured convertible note was reset to $6.77 M (110% of $6.15 M) and a $615k fee plus $291k accrued interest become cash-payable by 1/7/26.
• Additional Junior Secured Convertible Note: Face value $5.94 M, but after a $1.54 M original issue discount, $176k origination fee, $20k legal fees, and $3.23 M holdbacks, net cash received on 7/15/25 was only $0.97 M. The note amortises over 40 weekly $148.5k instalments, payable in cash or registered shares at a 20% discount; default converts at a 50% discount. A junior lien on all assets secures both notes. Company reserved 15 M shares and issued 150k commitment shares.
• Unregistered Equity: Commitment shares and note were issued under Section 4(a)(2) with Rule 144 legends.

Implications: The transactions provide near-term liquidity and forestall default but at significant cost—high fees, steep OID, aggressive share-settlement terms, and further dilution risk.

Insights

Debt Capital Markets Analyst

TL;DR: Liquidity obtained, but structure is highly dilutive and signals distress; credit risk rises.

Vivakor avoided immediate default by amending its March note and layering on a new $5.94 M junior secured convertible. However, only $0.97 M of fresh cash reaches the company; the rest refinances arrears and prefunds instalments. The 110% principal reset, 40-week cash/share amortisation, 20–50% conversion discounts, and junior lien all point to leverage on onerous terms. Upcoming $906k fee and interest due 1/7/26 further pressure liquidity. Equity holders face potentially 15 M new shares plus commitment shares, implying ~38% dilution versus 39 M shares outstanding at last filing. Overall credit quality weakens and the deal is value-destructive for common shareholders.

Small-Cap Equity Analyst

TL;DR: Stop-gap financing buys time but heavy dilution likely drags equity value.

The company secured roughly one month of operating cash at the cost of a 26% OID, sizable fees, and deeply discounted conversion mechanics. Extending the registration deadline helps execution but signals a strained capital markets process. Repricing the old note to 110% of principal and tacking on fees suggests limited bargaining power. Unless operating cash flow improves quickly, weekly $148.5k payments or forced share issuance could accelerate dilution and price pressure.

false 0002019505 0002019505 2025-07-21 2025-07-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

July 21, 2025

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 7.01. Regulation FD Disclosure.

On July 21, 2025, Health In Tech, Inc., a Nevada corporation (the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information set forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about Health In Tech’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to Health In Tech’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause Health In Tech’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Health In Tech’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Any forward-looking statement reflects Health In Tech’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to Health In Tech’s operations, results of operations, growth strategy and liquidity.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Investor Presentation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 21, 2025
HEALTH IN TECH, INC.
By:	/s/ Tim Johnson
Name:	Tim Johnson
Title:	Chief Executive Officer

2