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8-K

Health In Tech, Inc. (HIT)

8-K 2025-04-10 For: 2025-04-08
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

April 8, 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<br><br>of incorporation) (Commission File Number) (IRS Employer<br><br>Identification No.)
701 S. Colorado Ave, Suite 1Stuart, FL 34994
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(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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br><br>(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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 8, 2025, the Board of Directors (the “Board”) of Health In Tech, Inc., a Nevada corporation (the “Company”) increased the size of the Board from six (6) directors to seven (7) directors, and upon the recommendation of the Nominating and Corporate Governance Committee, elected Sanjay Shrestha to serve as a member of the Board with immediate effect, for a one-year term or until a successor is duly elected and qualified or until the his earlier death, resignation, disqualification, or removal. There are no arrangements or understandings between Mr. Shrestha and the Company or any other person pursuant to which Mr. Shrestha was selected as a director. The nominating committee and the Board also appointed Mr. Shrestha to serve on the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, effective immediately. There are no related party transactions involving Mr. Shrestha that would require disclosure under Item 404(a) of Regulation S-K.

Effective upon his election, Mr. Shrestha became eligible to receive compensation in accordance with the Company’s non-employee director compensation policy which was described in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 17, 2025. In connection with Mr. Shrestha’s election as a director of the Board, the Company intends to enter into an indemnification agreement with him in the same form as the indemnification agreements the Company has entered into with its other directors and officers. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Nevada law, subject to certain exceptions contained in those agreements. There are no other material plans, contracts or arrangements to which Mr. Shrestha is a party or in which he participates that was entered into in connection with his election as a director of the Board.

Item 7.01 Regulation FD Disclosure.

On April 10, 2025, the Company issued a press release announcing the election of Mr. Shrestha to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is 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 Item 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description
99.1 Press Release.
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: April 10, 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 Appointment of SanjayShrestha to Board of Directors

Stuart, FL., April 10, 2025 /PRNewswire/ — Health In Tech (Nasdaq: HIT), an Insurtech platform company backed by third-party AI technology, is pleased to announce the appointment of a new independent director, Sanjay Shrestha, to the Company’s Board of Directors (the “Board”). Mr. Shrestha will serve as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

“We are pleased to welcome Sanjay Shrestha to our Board of Directors,” said Tim Johnson, Chairman & CEO of Health In Tech. “Sanjay brings a wealth of experience leading growth strategies in the energy and technology sectors. His leadership in scaling platform businesses and deep understanding of emerging technologies will provide valuable perspective as the Board continues to support Health In Tech’s vision to remove friction from the U.S. healthcare system through vertical integration, automation, and digital innovation.”

Mr. Shrestha currently serves as President of Plug Power, having joined the company in 2019 as Chief Strategy Officer. He has played a pivotal role in driving growth and expanding value for both customers and shareholders as Plug advances its leadership in the green hydrogen economy. As General Manager, he significantly broadened the company’s product portfolio and built out the Energy business to deliver end-to-end solutions—including electrolyzers, liquefiers, and cryogenic systems—while overseeing the development of Plug’s hydrogen production facilities.

Earlier in his career, Mr. Shrestha spent seven years as Global Head of Renewables Research at Lazard Capital Markets, where he was named to the Institutional Investor All America Research team and ranked among the top five global stock pickers. Prior to that, he built the renewables and industrial research practice at First Albany Capital, where he earned recognition as the No.1 stock picker and earnings estimator by StarMine and Forbes Magazine. He currently serves as an independent director on the board of Fusemachines, an AI company, and holds an Honorary Doctorate from Saint Rose College.


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.


Investor Contact

Investor Relations:

ir@healthintech.com