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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

 

November 10, 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 November 10, 2025, Health In Tech, Inc., a Nevada corporation (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2025, attached hereto as Exhibit 99.1.

 

Item 7.01. Regulation FD Disclosure.

 

As disclosed in Item 2.02 above, on November 10, 2025, the Company issued a press release announcing its results of operations for the quarter ended September 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 November 10, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: November 12, 2025

 

HEALTH IN TECH, INC.

 

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

 

 

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Exhibit 99.1

 

Health In Tech Announces Third Quarter 2025 Financial Results

 

Revenue reached $8.5 million, up 90% year over year; nine-month revenue totaled $25.8 million, representing 132% of full-year 2024 total revenue.
  
Adjusted EBITDA was $1.0 million, an increase of 49% year over year; nine-month adjusted EBITDA reached $3.8 million, or 167% of full-year 2024 total.

 

Stuart, FL., Nov 10, 2025 /PRNewswire/ — Health In Tech (Nasdaq: HIT), an Insurtech platform company backed by third-party AI technology, today announced its financial results for the third quarter ended September 30, 2025.

 

Financial Highlights for the Third Quarter and Nine-Month of 2025:

 

Billed Enrolled Employees. The number of billed enrolled employees (EEs) was 25,248, an increase of 7,654 EEs YoY.
  
Distribution. The number of Brokers, Third-party Administrator (“TPAs”) and Agencies expanded to 849 partners as of September 30, 2025, up 57% YoY.
  
Revenues. Total revenues were $8.5 million, up 90% YoY; The first-nine months revenues of $25.8 million, 132% of full year 2024.
  
Pre-tax income. Pre-tax income was $0.6 million, up 48% YoY; The first-nine months pre-tax income of $2.1 million, 238% of full year 2024.
  
Adjusted EBITDA. Adjusted EBITDA was $1.0 million, up 49% YoY; The first-nine months adjusted EBITDA of $3.8 million, 167% of full year 2024.
  
Cash. Cash balance was $8.0 million as of September 30, 2025.
  
Accounts receivable, net. Accounts receivable balance was $0.9 million as of September 30, 2025, reduced $0.1 million YoY.

 

Tim Johnson, CEO of Health In Tech, said:

 

“Our third quarter highlights the accelerating strength of our distribution ecosystem and the solid foundation we’ve built this year. Revenue reached $8.5 million, up 90% year over year, bringing nine-month revenue to $25.8 million—already 132% of full-year 2024 revenue. This growth reflects the continued expansion of our broker, TPA, and agency network, which is now translating directly into sustained revenue momentum as our technology gains adoption across new distribution channels.”

 

He continued:

 

“In September, we launched large-employer underwriting within eDIYBS, allowing brokers to generate quotes for groups of 150 or more employees in as little as two weeks—versus the industry timeline of often three months. This capability is a significant milestone, extending the speed and scalability of our small-business underwriting into the mid- and large-employer market. It marks a major step forward in how health plans are designed, quoted, and delivered at scale.”

 

 

 

Mr. Johnson added:

 

“We also remain focused on solving one of the most costly inefficiencies in U.S. healthcare—claims administration, which costs the industry more than $300 billion annually. Our non-binding LOI with AlphaTON Capital marks a strategic step toward exploring blockchain-enabled solutions that can modernize this process. Together with AlphaTON and Brittany Kaiser’s leadership in blockchain ethics and policy, we’re developing HITChain—a decentralized, verifiable claims infrastructure designed to compress processing timelines, eliminate duplication, lower costs, and create a transparent system of record for all stakeholders.

 

By combining insurance domain expertise with blockchain innovation, we’re seeking to position Health In Tech at the frontier of decentralized healthcare infrastructure—a market opportunity of substantial scale and long-term impact.”

 

“We delivered another quarter of strong financial performance,” said Julia Qian, CFO of Health In Tech. “Revenue grew 90% year over year and profit increased 48%, reflecting both operational strength and disciplined execution. We continue to balance growth with strategic investments in technology and enhanced platform capabilities—initiatives that reinforce our leadership position and support sustainable long-term performance.”

 

Recent Business Developments and Highlights

 

eDIYBS Upgrade: Expanded HIT’s Enhanced Do-It-Yourself Benefit System to serve 150+ employee groups. This upgrade significantly increases HIT’s addressable market and accelerates large-group underwriting from months to about 2 weeks, extending the speed and scalability of our small-business underwriting into the mid- and large-employer market. It marks a major step forward in how health plans are designed, quoted, and delivered at scale.

 

AlphaTON Capital: Signed a non-binding strategic LOI to co-develop HITChain, a blockchain-powered claims platform built on The Open Network (TON). The partnership positions HIT at the forefront of decentralized claims infrastructure, targeting efficiency gains in the $300B+ U.S. claims market.

 

2026 Davos Summit: Announced to host HIT’s first Independent InsurTech Summit during the World Economic Forum week in Davos. The event will convene global leaders across insurance, healthcare, and technology. Two panels have been announced this quarter: “AI and Institutional Resistance - CEOs Driving Change in Legacy Sectors,” featuring TIME CEO Jessica Sibley and HIT CEO Tim Johnson; and “First Ladies: Backing Women Who Build” featuring Cherie Blair CBE, KC, Founder of the Cherie Blair Foundation for Women. Additional panels will be announced in the coming months, highlighting HIT’s expanding influence in shaping global industry dialogue.

 

SIIA 2025 Conference: Showcased upgraded eDIYBS to thousands of industry leaders. The event expanded broker engagement and reinforced HIT’s reputation as a leader in AI-powered self-funding solutions, demonstrating real-time quoting capabilities and platform flexibility.

 

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Conference Call Details

 

Health In Tech will host a conference call to discuss the financial results for the Third quarter of 2025 on Nov 10, 2025, 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”). 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.

 

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 (Nasdaq: “HIT”) is an Insurtech platform company backed by third-party AI technology, which offers a marketplace that aims to improve processes in the healthcare 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, and TPAs. Learn more at healthintech.com.

 

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Health In Tech, Inc.

Consolidated Statements of Operations

(Unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2025   2024   2025   2024 
Revenues                
Revenues from underwriting modeling (ICE)  $1,389,604   $1,528,451   $5,832,164   $4,952,191 
Revenues from fees   7,100,489    2,930,470    19,986,762    9,634,151 
SMR   7,100,489    2,250,549    19,986,762    7,379,016 
HI Card   -    679,921    -    2,255,135 
Total revenues   8,490,093    4,458,921    25,818,926    14,586,342 
Cost of revenues   3,346,277    979,628    9,009,841    2,944,266 
Gross profit   5,143,816    3,479,293    16,809,085    11,642,076 
Operating expenses                    
Sales and marketing expenses   962,567    508,467    3,279,560    2,526,197 
General and administrative expenses   3,451,907    1,813,520    10,474,125    5,629,393 
Research and development expenses   235,819    718,424    1,356,149    2,180,246 
Total operating expenses   4,650,293    3,040,411    15,109,834    10,335,836 
Other income (expense):                    
Interest income   111,699    38,460    305,263    94,111 
Interest expenses   -    (165,000)   -    (495,000)
Other income   -    157,156    118,399    157,156 
Other expense   (5,000)   (62,759)   (5,000)   (62,759)
Total other income (expense), net   106,699    (32,143)   418,662    (306,492)
Income before income tax expense  $600,222   $406,739   $2,117,913   $999,748 
Provision for income taxes   (148,046)   (30,653)   (536,514)   (185,119)
Net income  $452,176   $376,086   $1,581,399   $814,629 
Net income per share                    
Basic  $0.01   $0.01   $0.03   $0.02 
Diluted  $0.01   $0.01   $0.03   $0.02 
Weighted average common stocks outstanding                    
Basic   56,432,407    51,769,358    55,484,860    51,769,358 
Diluted   58,774,334    51,769,358    57,477,873    51,769,358 

 

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Health In Tech, Inc.

Consolidated Balance Sheets

(Unaudited)

 

   September 30,
2025
   December 31,
2024
 
Assets        
Current assets        
Cash  $8,023,613   $7,849,248 
Accounts receivable, net   868,628    1,647,103 
Other receivables   3,871,106    500,252 
Deferred offering costs   166,012    - 
Prepaid expenses and other current assets   2,117,854    787,161 
Total current assets   15,047,213    10,783,764 
Non-current assets          
Software   6,182,691    3,962,461 
Loans receivable, net   863,996    815,995 
Operating lease - right of use assets   157,122    206,269 
Long-term prepaid expenses   504,822    - 
Total non-current assets   7,708,631    4,984,725 
Total assets  $22,755,844   $15,768,489 
Liabilities and stockholders’ equity          
Current liabilities          
Accounts payable and accrued expenses  $4,295,384   $1,858,840 
Income taxes payable   -    205,253 
Operating lease liabilities - current   73,769    66,881 
Other current liabilities   869,088    - 
Total current liabilities   5,238,241    2,130,974 
Non-current liabilities          
Deferred tax liabilities   274,809    328,676 
Operating lease liabilities - non-current   83,831    139,811 
Total non-current liabilities   358,640    468,487 
Total liabilities   5,596,881    2,599,461 
Stockholders’ equity          
Common stock, $0.001 par value; Class A Common stock 150,000,000 shares authorized, 44,785,771 and 42,914,870 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively   44,785    42,915 
Common stock, $0.001 par value; Class B Common stock 50,000,000 shares authorized, 11,700,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively   11,700    11,700 
Additional paid-in capital   11,579,683    9,173,017 
Retained earnings   5,522,795    3,941,396 
Total stockholders’ equity   17,158,963    13,169,028 
Total liabilities and stockholders’ equity  $22,755,844   $15,768,489 

 

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Health In Tech, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2025   2024   2025   2024 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income  $452,176   $376,086   $1,581,399   $814,629 
Adjustments to reconcile net income to net cash provided by operating activities:                    
Write-off of accounts receivable   (4,089)   -    1,901    - 
Amortization expense   217,981    135,584    489,947    405,158 
Provision for refund liability   1,413,345    -    2,369,088    - 
Deferred tax expenses (benefits)   12,680    (27,676)   (53,867)   (86,992)
Amortization of debt discount   -    165,000    -    495,000 
Interest income   (16,003)   (15,999)   (48,001)   (47,997)
Stock-based compensation expense   292,552    -    1,493,686    - 
Changes in operating assets and liabilities:                    
Accounts receivable, net   416,592    524,838    776,574    1,302,733 
Other receivables   (16,272)   546,645    (3,370,854)   1,166,017 
Prepaid expenses and other current assets   (486,424)   (118,116)   (690,665)   (209,841)
Long-term prepaid expenses   151,000    -    (206,666)   - 
Operating lease right of use assets and liabilities, net   18    624    55    1,871 
Accounts payable and accrued expenses   (224,639)   491,031    2,045,258    (1,064,527)
Income taxes payable   (34,944)   43,030    (205,253)   (68,675)
Other current liabilities   (1,500,000)   -    (1,500,000)   - 
Net cash provided by operating activities   673,973    2,121,047    2,682,602    2,707,376 
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Development of software   (744,841)   (67,278)   (2,358,213)   (294,634)
Net cash used in investing activities   (744,841)   (67,278)   (2,358,213)   (294,634)
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Payments of deferred offering costs   (43,685)   (324,744)   (150,024)   (936,864)
Repayments of notes payable   -    (2,145,000)   -    (2,145,000)
Net cash used in financing activities   (43,685)   (2,469,744)   (150,024)   (3,081,864)
Increase (decrease) in cash   (114,553)   (415,975)   174,365    (669,122)
Cash, beginning of the period   8,138,166    2,163,203    7,849,248    2,416,350 
Cash, end of the period   8,023,613    1,747,228    8,023,613    1,747,228 
Supplemental disclosures of cash flow information:                    
Cash paid for interest  $-   $-   $-   $- 
Cash paid for income taxes  $198,000   $15,300   $823,323   $340,787 
Summary of noncash investing and financing activities:                    
Accrued deferred offering costs included in accounts payable and accrued expenses  $55,827   $137,325   $55,827   $137,325 
Accrued development of software included in accounts payable and accrued expenses  $401,964   $126,977   $401,964   $126,977 
Issuance of Class A common stock for future service  $146,816   $-   $1,184,800   $- 

 

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Adjusted EBITDA Reconciliation

(Unaudited)

 

   For Three Months Ended September 30,   For Nine Months Ended September 30, 
   2025   2024   2025   2024 
Net income  $452,176   $376,086   $1,581,399   $814,629 
Interest (income) expenses   (111,699)   126,540    (305,263)   400,889 
Depreciation and amortization   217,981    135,584    489,947    405,158 
Income tax expense   148,046    30,653    536,514    185,119 
Stock-based compensation expense   292,552    -    1,493,686    - 
Total net adjustments   546,880    292,777    2,214,884    991,166 
Adjusted EBITDA  $999,056   $668,863   $3,796,283   $1,805,795 

 

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Components of Operating Results

 

Revenues

 

While we generate our revenue primarily from small employers and insurance carriers, we grow our business primarily from offering solutions that streamline sales processes, enhance service delivery, and reduce the sales cycle duration for TPAs, MGUs, and Brokers. We offer our services through our three subsidiaries. Program services provided by SMR and MGU activities provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined. Services provided by HI Card are an optional add-on to our other services, and cannot be offered on a standalone basis. Brokers that utilize the program services on behalf of the small employer provided by SMR and MGU activities provided by ICE, are not obligated to utilize our HI Card service. Currently ICE does not offer underwriting services as a standalone service. In the future, we may consider offering it as a standalone service.

 

Cost of revenues

 

Cost of revenues primarily consists of infrastructure costs to operate our platform such as hosting fees and fees paid to various third-party partners for access to their technology, services and amortization expenses of our capitalized internal-use software related to our platform. We mainly outsource captive management services and data services from the third-party companies. Our internal proprietary system seeks to consistently improve underwriting and services results through machine learning and data feeds. The captive management activities include introducing new carriers, conducting due diligence on carriers, conducting feasibility studies to determine the viability to be a stop-loss carrier on the platform, negotiating terms and contracts, coordinating audit requests, managing relationship with unrelated carriers and their regulators and auditor firms to ensure that our risk associated with our service offerings is minimized.

 

Sales and marketing expenses

 

Sales and marketing expenses primarily consist of personnel-related costs including salaries, stock-based compensation expense, benefits and commissions cost for our sales and marketing personnel. Sales and marketing expenses also include the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party for sales and customer acquisition.

 

General and administrative expenses

 

General and administrative expenses primarily consist of personnel-related costs and related expenses for our executives, finance, legal, human resources, technical support, and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums.

 

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Research and development expenses

 

Research and development expenses primarily consist of personnel-related costs, including salaries, stock-based compensation expense and benefits for our research and development personnel. Additional expenses include costs related to the software development, quality assurance, and testing of new technology, and enhancement of our existing platform technology.

 

Adjusted EBITDA

 

Adjusted EBITDA represents our net income before net interest expense, taxes, and depreciation and amortization expense, adjusted to eliminate stock-based compensation expense. Adjusted EBITDA is not a measure calculated in accordance with United States Generally Accepted Accounting Principles, or GAAP. We exclude certain non-recurring or non-cash items when calculating Adjusted EBITDA, and we believe this approach provides a more meaningful measure by offering a clearer view of our underlying operational performance.

 

Financial Results Summary

(Unaudited)

($ in millions)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2025   2024   % Change   2025   2024   % Change 
Total revenues  $8.5   $4.5    90.4%  $25.8   $14.6    77.0%
GAAP gross margin   60.6%   78.0%   -17.4%  $65.1%  $79.8%   -14.7%
Income before income tax expense  $0.6   $0.4    47.6%  $2.1   $1.0    111.8%
Adjusted EBITDA  $1.0   $0.7    49.4%  $3.8   $1.8    110.2%

 

Investor Contact

Investor Relations:

[email protected]

 

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