Health In Tech Inc

S-11 ea0200040-08.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on August 29,2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

701 S. Colorado Ave, Suite 1

Stuart, FL 34994

888-373-0333

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tim Johnson

Chief Executive Officer

c/o Health In Tech, Inc.

701 S. Colorado Ave, Suite 1

Stuart, FL 34994

888-373-0333

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement on Form F-1 (File No. 333- ) contains disclosure that will be circulated as two separate final prospectuses, as set forth below.

• Public offering prospectus. A prospectus (the “Public Offering Prospectus”) to be used for the public offering of 2,300,000 shares of Class A Common Stock, $0.001 par value per share (“Class A Common Stock”), of Health In Tech, Inc. (the “Company,” “we,” or “us”) by us, based on an initial public offering price anticipated to be in the range of $4.00 to $5.00 per share, through the underwriter named on the cover page thereon (the “Offering”).

• Resale prospectus. A prospectus (the “Resale Prospectus”) to be used for the offer and potential resale by the selling shareholder identified in this registration statement (the “Selling Shareholder”) of 1,969,585 shares of Class A Common Stock (the “Resale Shares”), based on an initial public offering price anticipated to be in the range of $4.00 to $5.00 per share.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following distinctions:

• it contains different front and back cover pages; among other things, the identification of the underwriter and related compensation for the Offering will only be included in the Public Offering Prospectus and the Resale Shares will be listed on the front covers of the Resale Prospectus without identification of the underwriter and related compensation information;

• it contains a different section in the Prospectus Summary captioned “The Offering” relating to the Offering and the Resale Shares, as applicable; such Offering section included in the Public Offering Prospectus will summarize the Offering and such Offering section included in the Resale Prospectus will summarize the offering of the Resale Shares;

• it contains a different “Use of Proceeds” section, with the Use of Proceeds section included in the Resale Prospectus only indicating that the Registrant will not receive any proceeds from the sale of the Resale Shares by the Selling Shareholders that occur pursuant to this registration statement;

• it does not contain the Capitalization and Dilution sections included in the Public Offering Prospectus;

• the “Underwriting” section from the Public Offering Prospectus is not included in the Resale Prospectus and the “Plan of Distribution” section is included only in the Resale Prospectus; and

• it does not contain the Legal Matters section and does not include a reference to counsel for the underwriter.

The Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages in connection with the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

2,300,000 Shares of

Class A Common Stock

Health In Tech, Inc.

This is a firm commitment initial public offering of shares of Class A Common Stock, $0.001 par value per share (“Class A Common Stock”), of Health In Tech, Inc. (the “Company”). Prior to this offering, there has been no public market for our Class A Common Stock. We anticipate that the initial public offering price of our shares will be between $4.00 and $5.00 per share.

We have two classes of common stock: Class A Common Stock and Class B Common Stock, $0.001 par value per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. See “Description of Capital Stock” for further details on our capital stock.

We have applied to have our Class A Common Stock listed on the Nasdaq Capital Market LLC, or Nasdaq, under the symbol “HIT.” No assurance can be given that our application will be approved. If shares of our Class A Common Stock are not approved for listing on Nasdaq, we will not consummate this offering.

Our Chief Executive Officer, Mr. Tim Johnson, owns 71.07% of the voting power of our Common Stock, including 54.45% of our Class A Common Stock and 76.92% of our Class B Common Stock, and is expected to own approximately 70.05% of the voting power after the consummation of this Offering, assuming the maximum number of shares of Class A Common Stock offered hereby are sold (or approximately 69.90% of the voting power if the underwriters exercise their option to purchase additional shares of our Class A Common Stock in full). As a result, we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC.

As long as, Mr. Tim Johnson holds more than 50% of the Company’s voting power he will exercise control over the management and affairs of the company and matters requiring stockholder approval, including the election of the Company’s directors. Mr. Johnson, who after our initial public offering will control more than 50% of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. For so long as we remain a “controlled company” under that definition, we are permitted to elect, and intend, to rely on certain exemptions from corporate governance rules of Nasdaq, including:

• An exemption from the rule that a majority of our board of directors must be independent directors;

• An exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

• An exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 15. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) Represent underwriting discounts equal to 8% per Class A Common Stock. See “Underwriting” beginning on page 102 for additional information regarding underwriters’ compensation.

We have granted a 30-day option to the representative of the underwriters to purchase up to 345,000 additional shares of Class A Common Stock solely to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2024.

The date of this prospectus is , 2024