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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
March 27, 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
1.01 Entry into a Material Definitive Agreement.
On March 27, 2026, Health In Tech, Inc., a Nevada
corporation (the “Company”), issued a press release announcing the closing of its previously announced private investment
in public equity financing, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference herein. The information
furnished in Exhibit 99.1 hereto shall not be considered “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, nor shall it be incorporated
by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company
expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference
therein.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K or in the accompanying exhibits 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 SEC, 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. Health In Tech undertakes no obligation to update any
forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated March 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 27, 2026 |
|
| |
|
| HEALTH IN TECH, INC. |
|
| |
|
| By: |
/s/ Tim Johnson |
|
| Name: |
Tim Johnson |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
Health In Tech Announces Closing of $7.0 Million Private Placement
Stuart, FL., March 27, 2026 /PRNewswire/ — Health In Tech, Inc.
(Nasdaq: HIT) (“Health In Tech” or the “Company”), an AI-enabled InsurTech platform company, today announced the closing
of its previously announced private investment in public equity financing (the “PIPE”), resulting in gross proceeds of approximately
$7.0 million before deducting placement agent fees and offering expenses.
The PIPE included participation from institutional investors and accredited
investors. The Company issued an aggregate of 5,600,000 shares of common stock at a price of $1.25 per share.
Craig-Hallum Capital Group LLC acted as the sole placement agent for
the PIPE. Loeb & Loeb LLP acted as counsel to the Company. Faegre Drinker Biddle & Reath LLP acted as counsel to the placement
agent.
Strengthening Financial Flexibility to Support Strategic Growth
“This financing strengthens our ability to accelerate the next
phase of our platform development,” said Tim Johnson, Chief Executive Officer of Health In Tech. “The additional capital will
support key technology initiatives and help us bring new product capabilities to market that our clients have been actively requesting.
As we continue expanding the functionality of our platform, we believe it will deepen customer engagement and support sustained, scalable
revenue growth.”
Use of Proceeds
The Company intends to use the net proceeds from the private placement
for:
| ● | Expansion of sales distribution |
| ● | Advance technology development |
| ● | Support new product development |
| ● | General corporate purposes and working capital |
“In addition, the transaction introduces new long-term institutional
investors to our shareholder base,” said Julia Qian, Chief Financial Officer of Health In Tech. “We believe this will enhance
market visibility and support our broader capital markets strategy while providing flexibility to continue investing in our technology
and growth initiatives.”
The securities described above are being offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder,
and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities issued in the PIPE
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement
with the PIPE investors, the Company has agreed to file a resale registration statement with the Securities and Exchange Commission registering
the resale of the shares of Class A common stock described above.
Use of Forward-Looking Statements
Certain statements in this press release 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. 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. Health In Tech undertakes no obligation
to update any forward-looking statements, except as required by law.
About Health In Tech
Health In Tech, Inc. (Nasdaq: “HIT”)
is an AI-enabled InsurTech platform company, which offers a marketplace that improves processes in the health insurance industry through
vertical integration, process simplification, and automation. By removing friction and complexities, we streamline the underwriting, sales
and service process for insurance companies, licensed brokers, Managing General Underwriter (MGUs) and third-party administrators (“TPAs”).
Health In Tech’s platform serves as a marketplace for brokers, TPAs, MGUs and carriers to access self-funded health insurance for employers,
providing functions including customized self-funded health plans, bindable stop-loss quotes, AI-enabled underwriting, claims administration
and reporting integration.
Investor Contact:
Health In Tech Investor Relations
ir@healthintech.com
The Equity Group
Kalle Ahl, CFA
T: (303) 953-9878
kahl@theequitygroup.com
Devin Sullivan, Managing Director
dsullivan@theequitygroup.com
