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

Rhea-AI Filing Summary

Roivant Sciences Ltd. (ROIV) – Form 144 filing: Dr. Eric Venker has notified the SEC of his intent to sell up to 100,000 common shares through Rockefeller Financial beginning 21 Jul 2025. At the filing’s reference price, the block is valued at roughly $1.15 million and will trade on Nasdaq. Roivant lists 713.55 million shares outstanding, so the planned sale equals only ≈0.014 % of the float.

The notice also summarizes Venker’s recent activity: over the past three months he disposed of 1,082,835 shares across eight transactions, generating ≈$11.72 million in gross proceeds (20 Feb – 20 Jun 2025). The securities being sold were acquired via option exercise dated 20 Apr 2022 and paid for by wire.

No financial or operational metrics accompany the filing. From a capital-markets perspective, the proposed sale is immaterial to Roivant’s share count, yet the continuing insider sales trend can be interpreted as a modestly negative sentiment signal for investors.

Positive

• Immaterial dilution: proposed 100 k-share sale equals only 0.014 % of the 713.55 M shares outstanding, leaving capital structure unaffected.

Negative

• Continued insider selling: same insider has sold 1.08 M shares for ≈$11.7 M in the last three months, which may signal reduced confidence to some investors.

Insights

Securities Analyst

TL;DR: Small-scale insider sale, minimal dilution, but pattern of selling may pressure sentiment; overall impact neutral.

The 100 k-share block represents only 0.014 % of ROIV’s outstanding equity and therefore poses no dilution or balance-sheet consequence. However, Venker’s cumulative disposal of 1.08 M shares ($11.7 M) in three months suggests persistent insider distribution. Because Form 144 filings are routine and do not mandate execution, the market effect is typically modest unless volumes are large relative to float. Given Roivant’s sizeable capitalization, I classify the filing as not materially impactful, yet the negative optics of ongoing insider sales could weigh on short-term sentiment.

Corporate Governance Expert

TL;DR: Filing complies with Rule 144; recurring insider sales highlight transparency but may raise governance questions on alignment.

Rule 144 requires advance notice for affiliates’ open-market sales; Venker’s submission meets disclosure norms and references prior sales, enhancing procedural transparency. The staggered disposals suggest a structured liquidity program, potentially under a 10b5-1 plan, though the form lists no adoption date. While legal risk is low, investors often scrutinize serial insider selling for signals of confidence. Still, the percentage of ownership changing hands is negligible, so I deem the governance impact neutral.

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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

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 2.02. Results of Operations and Financial Condition.

On July 21, 2025, Health In Tech, Inc., a Nevada corporation (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2025, attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

As disclosed in Item 2.02 above, on July 21, 2025, the Company issued a press release announcing its results of operations for the quarter ended June 30, 2025, 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 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		Press release dated July 21, 2025.
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

FAQ

How many ROIV shares does the insider plan to sell?

The Form 144 states an intent to sell 100,000 common shares.

What is the estimated value of the proposed sale?

The aggregate market value listed is $1,151,941.91.

When will the shares be sold?

The approximate sale date disclosed is July 21 2025.

How many ROIV shares has the insider sold recently?

Over the past three months the filer sold 1,082,835 shares for ≈$11.72 million in gross proceeds.

What percentage of Roivant’s float does the new sale represent?

About 0.014 % of the 713.55 million shares outstanding.