STOCK TITAN

Health In Tech (HIT) swings to Q2 2026 loss but reaffirms $45–$50M guidance

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Health In Tech, Inc. reported weaker results for the quarter and six months ended June 30, 2026 while reiterating its full-year outlook. For the quarter, total revenues were $8.1 million versus $9.3 million a year earlier, and the company moved from net income of $0.6 million to a net loss of $2.5 million. Gross profit declined to $3.9 million as costs and operating expenses increased, leading to an operating loss and negative Adjusted EBITDA of $1.3 million, compared with positive $1.6 million in the prior-year quarter.

For the first half of 2026, revenues were $16.8 million compared with $17.3 million in 2025, with a net loss of $4.1 million versus net income of $1.1 million. Operating cash flow was an outflow of $6.2 million. As of June 30, 2026, the company reported $32.3 million in Contracted Revenue and cash and cash equivalents of $6.5 million; total assets rose to $29.6 million and stockholders’ equity to $19.6 million, aided by a recent PIPE financing.

As of July 31, 2026, Pipeline Revenue totaled $66.3 million, including $64.4 million in quoting or binding stages that management estimates could convert into $3.1 million to $8.3 million of GAAP revenue in 2026 and additional revenue in 2027. Supported by this contracted and pipeline activity, the company reaffirmed its 2026 GAAP revenue guidance of $45 million to $50 million and highlighted strategic initiatives such as its Three-Year Rate Stabilization Program and the planned launch of its HitRix marketplace in the second half of 2026.

Positive

  • Contracted Revenue of $32.3 million as of June 30, 2026 provides visibility into future revenue.
  • Strong forward demand with $66.3 million Pipeline Revenue as of July 31, 2026, including $64.4 million in quoting or binding stages.
  • Company reaffirmed 2026 GAAP revenue guidance of $45–$50 million, indicating confidence in its business outlook.
  • Distribution partners grew 19.9% year over year, suggesting expansion of the company’s market reach.
  • Balance sheet strengthened with $6.5 million in cash and $19.6 million in stockholders’ equity, supported by a $6.38 million PIPE financing.

Negative

  • Quarterly revenues declined from $9.3 million to $8.1 million, moving from growth to contraction year over year.
  • Net result shifted from $0.6 million net income to a $2.5 million net loss in the quarter, and to a $4.1 million loss for the first half.
  • Adjusted EBITDA deteriorated from $1.6 million in Q2 2025 to a loss of $1.3 million in Q2 2026.
  • Operating cash flow swung from a $2.0 million inflow in the first half of 2025 to a $6.2 million outflow in the first half of 2026.
  • Costs increased significantly, with cost of revenues rising from $3.0 million to $4.1 million and total operating expenses from $5.6 million to $7.4 million in Q2 year over year.

Filing Explained

The completed PIPE increased Class A shares outstanding, creating dilution for existing holders; only $1.9 million of the $66.3 million pipeline was contracted.

On August 13, Health In Tech furnished its second-quarter results in this Form 8-K and documented common-stock issuance connected with its recent PIPE. Class A shares issued and outstanding rose from 46,006,000 at December 31, 2025, to 53,858,083 at June 30, 2026, while the financing generated $6,381,000 of net proceeds; absent offsetting changes, the larger share base reduces existing holders’ percentage ownership.

The filing states that its Item 7.01 information and Exhibit 99.1 are furnished and are not subject to Section 18 liability.

The release headline cites $66.3 million of Pipeline Revenue as of July 31, but only $1.9 million was contracted and $64.4 million remained in quoting or binding, so most of that reported pipeline had not reached the contracted stage.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Total Revenues $8,056,620 Three months ended June 30, 2026; compared with $9,313,849 in Q2 2025
Q2 2026 Net (Loss) Income $(2,511,186) Three months ended June 30, 2026; versus $630,631 in Q2 2025
Q2 2026 Adjusted EBITDA $(1,333,077) Three months ended June 30, 2026; compared with $1,569,016 in Q2 2025
Contracted Revenue $32,300,000 As of June 30, 2026
Pipeline Revenue $66,300,000 As of July 31, 2026; includes $64.4 million in quoting or binding stage
Cash and Cash Equivalents $6,514,813 Balance sheet as of June 30, 2026
2026 Revenue Guidance $45,000,000 to $50,000,000 Reaffirmed full-year 2026 GAAP revenue guidance
Operating Cash Flow H1 2026 $(6,231,567) Net cash used in operating activities for six months ended June 30, 2026
Contracted Revenue financial
"Our contracted book of business continued to grow, providing greater visibility into future revenue."
Contracted revenue is the amount of money a business expects to receive because customers have signed binding agreements for goods or services over a set period. For investors it shows how much future cash is already promised, reducing uncertainty about sales — like having customers hand you a schedule of payments in advance — which helps assess growth potential, valuation and risk compared with one-off or uncertain sales.
Pipeline Revenue financial
"As of July 31, 2026, the Company had approximately $66.3 million in Pipeline Revenue..."
Revenue expected from opportunities that are in a company’s sales or product development pipeline—deals, orders, or products not yet recognized as official sales but tracked at various stages toward completion. Investors watch pipeline revenue as a forward-looking signal of potential future sales, similar to tracking items moving through a retailer’s checkout line or leads progressing through a sales funnel, because it helps estimate how current activity may translate into reported revenue later.
Adjusted EBITDA financial
"This release presents Adjusted EBITDA, a non-GAAP financial metric, which is provided as a complement..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Three-Year Rate Stabilization Program financial
"we contractually secured our first employer group for the Three-Year Rate Stabilization Program..."
self-funded stop-loss insurance financial
"HitRix expands the application of AI across the entire self-funded stop-loss insurance ecosystem."
non-GAAP financial metric financial
"This release presents Adjusted EBITDA, a non-GAAP financial metric, which is provided as a complement..."
Non-GAAP financial metrics are company-reported figures that modify standard accounting results to exclude or add items management thinks obscure underlying performance, such as one-time costs or stock-based pay. Investors use them like a cleaned-up snapshot to see trends or cash-generating ability that the official numbers might hide, but they require comparison with the standard (GAAP) figures because adjustments can make results look stronger or mask risks.
Total Revenues Q2 2026 $8,056,620 vs $9,313,849 in the three months ended June 30, 2025
Net (Loss) Income Q2 2026 $(2,511,186) vs $630,631 in the three months ended June 30, 2025
Adjusted EBITDA Q2 2026 $(1,333,077) vs $1,569,016 in the three months ended June 30, 2025
Total Revenues H1 2026 $16,828,266 vs $17,328,833 in the six months ended June 30, 2025
Net (Loss) Income H1 2026 $(4,099,467) vs $1,129,223 in the six months ended June 30, 2025
Guidance

The company reaffirmed its full-year 2026 GAAP revenue guidance of $45 million to $50 million.

FAQ

How did Health In Tech (HIT) perform financially in Q2 2026?

Health In Tech reported $8.1 million in Q2 2026 revenue versus $9.3 million a year earlier and a net loss of $2.5 million versus net income of $0.6 million, reflecting higher costs and lower profitability.

What are Health In Tech (HIT)’s Contracted and Pipeline Revenues?

As of June 30, 2026, Contracted Revenue was $32.3 million. As of July 31, 2026, Pipeline Revenue totaled $66.3 million, including $64.4 million in quoting or binding stages that management expects to convert into future GAAP revenue.

Did Health In Tech (HIT) change its 2026 revenue guidance?

Health In Tech reaffirmed its full-year 2026 GAAP revenue guidance of $45 million to $50 million, citing its growing Contracted Revenue base, forward revenue visibility, and ongoing pipeline development in its InsurTech platform business.

What is Health In Tech (HIT)’s liquidity and balance sheet position?

As of June 30, 2026, Health In Tech held $6.5 million in cash and cash equivalents, total assets of $29.6 million, and stockholders’ equity of $19.6 million, supported by a recent PIPE financing that added $6.38 million in net proceeds.

How did Health In Tech (HIT)’s profitability metrics change year over year?

Profitability weakened: Q2 2026 showed a net loss of $2.5 million versus $0.6 million net income in Q2 2025, and Adjusted EBITDA moved from a $1.6 million gain to a $1.3 million loss, reflecting higher costs and investments.

What strategic initiatives is Health In Tech (HIT) pursuing for growth?

Health In Tech highlighted its Three-Year Rate Stabilization Program, initial employer-group contracts, engagements with governmental organizations, and the planned HitRix marketplace launch in the second half of 2026 to expand its AI-enabled self-funded stop-loss platform.

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

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false 0002019505 0002019505 2026-08-13 2026-08-13 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

 

August 13, 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 2.02. Results of Operations and Financial Condition.

 

On August 13, 2026, Health In Tech, Inc., a Nevada corporation (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2026, attached hereto as Exhibit 99.1.

 

Item 7.01. Regulation FD Disclosure.

 

As disclosed in Item 2.02 above, on August 13, 2026, the Company issued a press release announcing its results of operations for the quarter ended June 30, 2026, attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 are 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 Items 2.02 and 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 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 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. 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 August 13, 2026.
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: August 13, 2026

 

HEALTH IN TECH, INC.

 

By: /s/ Tim Johnson  
Name: Tim Johnson  
Title: Chief Executive Officer  

 

2

 

Exhibit 99.1

 

Health In Tech Reports Second Quarter 2026 Financial Results

 

Contracted Revenue of $32.3 Million as of June 30, 2026

Pipeline Revenue of $66.3 Million as of July 31, 2026

Distribution Partners Grew 19.9% Year Over Year

 

Stuart, FL., August 13, 2026 /PRNewswire/ — Health In Tech, Inc. (Nasdaq: HIT) (“Health In Tech” or the “Company”), an AI-enabled InsurTech platform company, today announced its unaudited financial results for the three and six months ended June 30, 2026.

 

Second Quarter and First-Half 2026 Highlights

 

Distribution Partners, including brokers, third-party administrators (“TPAs”) and agencies, reached 933 as of June 30, 2026, an increase of 19.9% year over year.

 

Q2 2026 Revenue was $8.1 million, compared with $9.3 million in Q2 2025. First-half 2026 revenue was $16.8 million, compared with $17.3 million in the prior year period.

 

Contracted Revenue1 totaled $32.3 million for first-half 2026, of which $17.3 million was recognized as GAAP revenue in first-half 2026. The remaining $14.0 million and $1.0 million are expected to be recognized as GAAP revenue in second-half 2026 and in 2027, respectively.

 

Pipeline Revenue2 was $66.3 million as of July 31, 2026, of which $1.9 million was contracted subsequent to quarter end. The remaining $64.4 million represents policies in quoting or binding status, with an expected conversion rate of 15% to 40%.

 

Net loss for Q2 2026 was $2.5 million, or $(0.04) per diluted share, compared to net income of $0.6 million, or $0.01 per diluted share, in Q2 2025, and $4.1 million for the first half of 2026, or $(0.07) per diluted share, compared to net income of $1.1 million, or $0.02 per diluted share, in first-half 2025.

 

Adjusted EBITDA3 was $(1.3) million for Q2 2026 and $(2.6) million for first-half 2026, reflecting continued investment in distribution, technology, and product development.

 

Platform Placed Plan Value (“PPPV”)4 was $84.0 million as of June 30, 2026.

 

2026 Outlook and Beyond

 

As of July 31, 2026, the Company had approximately $66.3 million in Pipeline Revenue, of which $1.9 million was contracted, while the remaining $64.4 million is in the quoting or binding stage. Based on the Company’s estimated conversion rate of 15% to 40%, the Pipeline Revenue in the quoting or binding stage is expected to generate approximately $9.7 million to $25.8 million of additional Contracted Revenue. Under U.S. GAAP revenue recognition, this is expected to result in approximately $3.1 million to $8.3 million of GAAP revenue recognized in 2026, with an additional $6.6 million to $17.5 million of GAAP revenue expected to be recognized in 2027.

 

 

 

With five more months remaining in 2026, the Company expects to continue expanding its Pipeline Revenue through new product launches and new system enhancement. Supported by its growing base of Contracted Revenue, increasing forward revenue visibility, and continued pipeline development, the Company is reaffirming its full-year 2026 revenue guidance of $45 million to $50 million.

 

CEO Commentary

 

Tim Johnson, Chief Executive Officer of Health In Tech, commented, “We continued to execute against our long-term growth strategy during the quarter by investing in sales, marketing, and key talent, supported in part by the capital raised through our recent PIPE financing. These investments are designed to expand our distribution network, accelerate product innovation, and strengthen our execution capabilities. Our contracted book of business continued to grow, providing greater visibility into future revenue. We believe Contracted Revenue and Pipeline Revenue are meaningful operating metrics that complement our GAAP financial results by illustrating the strength of our sales pipeline, the pace of customer conversion, and our expected revenue trajectory.”

 

Mr. Johnson continued, “We also made meaningful progress on several strategic initiatives that we believe position the Company for its next phase of growth. During the quarter, we contractually secured our first employer group for the Three-Year Rate Stabilization Program, a differentiated solution designed to provide employers with greater predictability in stop-loss pricing over a multi-year period. This represents an important milestone as we advance toward the program’s anticipated launch in the capital markets. In parallel, we are engaged with several high-profile governmental organizations that are evaluating participation in the program, and we expect to provide additional updates in the coming months.

 

As we execute on our strategic roadmap, we remain on track to launch HitRix, our next-generation marketplace platform, in the second half of 2026. While our current eDIYBS platform has transformed AI-enabled underwriting through bindable stop-loss quoting and customized plan design, HitRix expands the application of AI across the entire self-funded stop-loss insurance ecosystem. The platform leverages advanced AI-powered document intelligence to automate data extraction across multiple document types, enable intelligent plan comparisons, and facilitate an integrated competitive bidding process within a unified digital marketplace. By connecting a broad network of brokers, carriers, TPAs, and employer groups, HitRix is designed to increase market transparency, expand access to competitive stop-loss solutions, streamline the placement process, and deliver better outcomes for all participants across the self-funded insurance value chain.”

 

End Notes

 

1.Contracted Revenue represents the total revenue expected to be generated over the contractual term of self-funded health plan policies placed through the Company’s platform. Standard self-funded plan policies generally have a contractual term of 12 months, while the Company’s Three-Year Rate Stabilization Program is designed with a 36-month contractual term. Revenue is recognized under U.S. GAAP on a straight-line basis over the policy term, beginning on the policy’s effective date. Accordingly, Contracted Revenue represents revenue that has been contractually secured but has not yet been fully recognized under U.S. GAAP, providing an indication of future revenue expected from existing contracts.

 

2

 

2.Pipeline Revenue represents revenue from self-funded plan policies that are being quoted, are in binding status, or have been contracted subsequent to the end of the reporting period. This metric reflects the entire contractual term of the underlying policies, some of which may not ultimately convert to revenue.

 

3.Adjusted EBITDA is a non-GAAP financial measure. Additional information and reconciliation of Adjusted EBITDA to its most comparable GAAP financial measure is provided in the “Reconciliation of Net (Loss) Income Attributable to Common Stockholders to Adjusted EBITDA” section of this release.

 

4.Platform Placed Plan Value (“PPPV”) represents the aggregate contractual value of self-funded health plans with stop-loss insurance (self-funded stop-loss plans) placed through the Company’s platform during the fiscal year through the applicable fiscal quarter end, measured over each plan’s full contractual term of typically 12 or 36 months from the plan’s effective date. PPPV reflects the total economic value flowing through the platform, including premium, claim funding, and administrative fees, and is a measure of platform transaction volume rather than an indication of the Company’s own revenue or take rate.

 

Conference Call Details

 

Health In Tech will host a conference call to discuss its financial results for the second quarter of 2026 on August 13, 2026, at 5:00 p.m. (ET). To participate in our live conference call and webcast, please dial 1-888-346-8982 or 1-412-902-4272 (for international participants).

 

A live audio webcast will be available via the Investor Relations page of Health In Tech’s website at https://healthintech.com/. A replay of the webcast will be available for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

 

Non-GAAP Financial Information

 

This release presents Adjusted EBITDA, a non-GAAP financial metric, which is provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses Adjusted EBITDA to provide investors with additional insight into operational performance and to facilitate comparison with other companies in the industry. Adjusted EBITDA should not be considered an alternative to net income, operating income, or other GAAP measures. A reconciliation of historical non-GAAP financial information to the most directly comparable GAAP financial measure is provided in the accompanying tables found at the end of this release.

 

3

 

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.

 

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.

 

4

 

Health In Tech, Inc.

Consolidated Statements of Operations

 

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2026   2025   2026   2025 
Revenues                
Revenues from underwriting modeling (ICE)  $1,272,647   $2,090,576   $2,741,461   $4,442,560 
Revenues from fees (SMR)   6,783,973    7,223,273    14,086,805    12,886,273 
Total revenues   8,056,620    9,313,849    16,828,266    17,328,833 
                     
Cost of revenues   4,134,127    3,003,979    8,396,374    5,663,564 
Gross profit   3,922,493    6,309,870    8,431,892    11,665,269 
                     
Operating expenses                    
Sales and marketing expenses   2,215,889    1,226,738    4,507,490    2,316,993 
General and administrative expenses   4,269,094    3,775,453    7,724,652    7,022,218 
Research and development expenses   875,811    582,609    1,796,206    1,120,330 
Total operating expenses   7,360,794    5,584,800    14,028,348    10,459,541 
                     
Other income (expense):                    
Interest income   69,568    108,198    137,039    193,564 
Other income   100,000        122,334    118,399 
Other expense   (52,341)       (52,341)    
Total other income, net   117,227    108,198    207,032    311,963 
                     
(Loss) income before income tax expense   (3,321,074)   833,268    (5,389,424)   1,517,691 
Income tax benefit (expense)   809,888    (202,637)   1,289,957    (388,468)
                     
Net (loss) income   (2,511,186)   630,631    (4,099,467)   1,129,223 
Net loss attributable to noncontrolling interests   (162)       (162)    
                     
Net (loss) income attributable to common stockholders  $(2,511,024)  $630,631   $(4,099,305)  $1,129,223 
                     
Net (loss) income per share                    
Basic  $(0.04)  $0.01   $(0.07)  $0.02 
Diluted  $(0.04)  $0.01   $(0.07)  $0.02 
                     
Weighted average common shares outstanding:                    
Basic   62,829,725    55,382,395    60,106,502    55,003,233 
Diluted   62,829,725    55,632,357    60,106,502    57,004,070 

 

5

 

Reconciliation of Net (Loss) Income Attributable to Common Stockholders to Adjusted EBITDA

 

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2026   2025   2026   2025 
Net (loss) income attributable to common stockholders  $(2,511,024)  $630,631   $(4,099,305)  $1,129,223 
Interest income   (69,568)   (108,198)   (137,039)   (193,564)
Amortization expense   320,320    135,983    723,787    271,966 
Income tax (benefit) expense   (809,888)   202,637    (1,289,957)   388,468 
Stock-based compensation expense, including employer payroll taxes related to stock-based awards   959,969    707,963    1,403,808    1,201,134 
Provision for credit losses on other receivables   739,773        739,773     
Other non-recurring items   37,341        37,341     
Total net adjustments   1,177,947    938,385    1,477,713    1,668,004 
                     
Adjusted EBITDA  $(1,333,077)  $1,569,016   $(2,621,592)  $2,797,227 

 

6

 

Consolidated Balance Sheets

 

(Unaudited)

 

   June 30,   December 31, 
   2026   2025 
Assets        
Current assets        
Cash and cash equivalents  $6,514,813   $7,669,754 
Accounts receivable, net   8,546,307    756,288 
Loans receivable, net   847,993    815,995 
Other receivables, net   3,392,082    3,467,814 
Deferred offering costs   102,586    170,977 
Prepaid expenses and other current assets   2,380,284    3,280,148 
Total current assets   21,784,065    16,160,976 
Non-current assets          
Software   7,197,718    6,530,894 
Operating lease - right-of-use assets   104,277    139,940 
Long-term prepaid expenses   8,184    258,151 
Deferred tax assets, net   540,436     
Total non-current assets   7,850,615    6,928,985 
Total assets  $29,634,680   $23,089,961 
           
Liabilities and stockholders’ equity          
Current liabilities          
Accounts payable and accrued expenses  $9,907,370   $4,188,811 
Operating lease liabilities - current   81,225    76,195 
Other current liabilities       891,598 
Total current liabilities   9,988,595    5,156,604 
Non-current liabilities          
Deferred tax liabilities       757,675 
Operating lease liabilities - non-current   21,713    63,617 
Total non-current liabilities   21,713    821,292 
Total liabilities   10,010,308    5,977,896 
           
Stockholders’ equity          
Common stock, $0.001 par value; Class A Common stock 150,000,000 shares authorized 53,858,083 and 46,006,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively  $53,858   $46,006 
Common stock, $0.001 par value; Class B Common stock 50,000,000 shares authorized, 11,700,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively   11,700    11,700 
Additional paid-in capital   18,365,473    11,834,121 
Retained earnings   1,120,933    5,220,238 
Noncontrolling interests   72,408     
Total stockholders’ equity   19,624,372    17,112,065 
Total liabilities and stockholders’ equity  $29,634,680   $23,089,961 

 

7

 

Consolidated Statements of Cash Flows

 

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2026   2025   2026   2025 
Cash flows (used in) provided by operating activities:                
Net (loss) income  $(2,511,186)  $630,631   $(4,099,467)  $1,129,223 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:                    
Bad debt (recovery) expense   (2,954)   5,990    (2,954)   5,990 
Amortization expense   320,320    135,983    723,787    271,966 
Provision for refund liability       175,698    108,402    955,743 
Provision for credit losses on other receivables   739,773        739,773     
Deferred tax benefit   (813,639)   (32,074)   (1,298,111)   (66,547)
Interest income   (15,999)   (15,999)   (31,998)   (31,998)
Stock-based compensation expense   959,320    707,963    1,325,882    1,201,134 
Changes in operating assets and liabilities:                    
Accounts receivable   (4,805,705)   823,480    (7,787,065)   359,982 
Other receivables   (59,704)   134,954    (71,444)   (3,354,582)
Prepaid expenses and other assets   350,442    455,844    798,039    (561,907)
Operating lease right-of-use assets and liabilities, net   (606)   18    (1,211)   37 
Accounts payable and accrued expenses   2,927,618    (1,150,600)   4,364,800    2,269,897 
Income taxes payable       (390,612)       (170,309)
Other current liabilities           (1,000,000)    
Net cash (used in) provided by operating activities   (2,912,320)   1,481,276    (6,231,567)   2,008,629 
                     
Cash flows used in investing activities:                    
Development of software   (596,992)   (909,897)   (959,123)   (1,613,372)
Net cash used in investing activities   (596,992)   (909,897)   (959,123)   (1,613,372)
                     
Cash flows (used in) provided by financing activities:                    
Proceeds from issuance of common stock in connection with private investment in public equity financing, net of placement agent fees and escrow agent fees            6,381,000     
Payments of deferred offering costs   (199,440)   (8,250)   (243,608)   (106,339)
Contributions from noncontrolling interests   71,428        71,428     
Taxes paid related to net share settlement of equity awards   (173,071)       (173,071)    
Net cash (used in) provided by financing activities   (301,083)   (8,250)   6,035,749    (106,339)
                     
(Decrease) increase in cash and cash equivalents   (3,810,395)   563,129    (1,154,941)   288,918 
Cash and cash equivalents, beginning of the period   10,325,208    7,575,037    7,669,754    7,849,248 
Cash and cash equivalents, end of the period  $6,514,813   $8,138,166   $6,514,813   $8,138,166 
                     
Supplemental disclosures of cash flow information:                    
Cash paid for interest  $   $   $   $ 
Cash paid for income taxes  $15,000   $625,323   $10,035   $625,323 
                     
Summary of noncash investing and financing activities:                    
Accrued deferred offering costs included in accounts payable and accrued expenses  $115,911   $   $215,911   $ 
Accrued development of software included in accounts payable and accrued expenses   430,386    265,243    430,386    265,243 
Reclassification of deferred offering costs to additional paid-in capital upon private investment in public equity financing   75,030        527,910     
Stock-based compensation capitalized for software development   10,617        19,454     

 

Investor Contact:

 

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8

 

Filing Exhibits & Attachments

4 documents