Health In Tech, Inc 8-K, filed Oct 16, 2026
Health In Tech, Inc. (HIT)
About this 8-K
Health In Tech, Inc filed this 8-K on October 16, 2026, reporting on events of October 12, 2026.
Health In Tech received two Nasdaq notices: one on October 14, 2026 for lacking independent directors and audit committee members after Sanjay Shrestha's August 10, 2026 resignation, and one on October 12, 2026 for a closing bid price below $1.00. Both have cure periods. AI summary
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report
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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.
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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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