Health In Tech, Inc. filed a Form 8-K on November 6, 2026, reporting the consummation of a Second Pre-Paid Advance Closing under its Standby Equity Purchase Agreement on November 2, 2026, including the issuance of a $3.0 million promissory note to investor YA II PN, Ltd.

Key Highlights

  • Second Closing completed: The Second Pre-Paid Advance Closing under the Standby Equity Purchase Agreement was consummated on November 2, 2026.
  • $3.0 million promissory note issued: The company issued a second Promissory Note in the aggregate principal amount of $3.0 million, subject to a 5% purchase price discount, resulting in gross proceeds of $2.85 million.
  • Combined note total: The second note, together with the $7.0 million note issued on August 18, 2026, comprise the "Promissory Notes" referenced in the filing.
  • Maturity and interest rate: Both Promissory Notes mature on February 18, 2028, and bear interest at 8.75% per annum, increasing to 18% upon certain events of default.
  • Conversion terms: At the investor's option, the notes may be converted into Class A Common Stock at a fixed conversion price of $1.5735 per share, with a floor price of $0.204 per share and a 4.99% beneficial ownership limitation.
  • Exchange Cap: The Exchange Cap is 13,100,378 shares, representing approximately 19.99% of outstanding Class A and Class B Common Stock as of the date of entry into the SEPA.
  • Stockholder approval sought: The company disclosed it is seeking stockholder approval to issue shares in excess of the Exchange Cap at its annual meeting scheduled for November 10, 2026.

Health In Tech Closes Second Pre-Paid Advance Under SEPA, Issues $3.0 Million Note

According to the filing, Health In Tech, Inc. (NASDAQ:HIT) entered into its Standby Equity Purchase Agreement with YA II PN, Ltd. on August 12, 2026. A condition for the second closing required the company to file a registration statement with the SEC covering shares issuable under the SEPA. The company disclosed that it filed the registration statement on Form S-3 (File No. 333-298758) on September 4, 2026, and that the SEC declared it effective on October 15, 2026. With that condition satisfied, the Second Closing was consummated on November 2, 2026.

In connection with the Second Closing, the company reported issuing a Promissory Note with an aggregate principal amount of $3.0 million. Due to a 5% purchase price discount, the company received gross proceeds of $2.85 million, which the filing states was "disbursed to and received by the Company on the same date." The filing describes scheduled installment payments consisting of principal, a 4% payment premium, and accrued and unpaid interest. The 4% payment premium does not apply if installments are satisfied through net proceeds from sales of Class A Common Stock under the SEPA, according to the filing.

The filing also notes that the Promissory Notes carry certain anti-dilution and price-adjustment provisions. No conversion is permitted if it would cause the investor and its affiliates to beneficially own more than 4.99% of outstanding Class A Common Stock, or if it would cause the aggregate shares issued to exceed the Exchange Cap of 13,100,378 shares. The company stated it is seeking stockholder approval at its annual meeting on November 10, 2026, to authorize issuances above that cap. The filing was signed by Julia (LinLin) Qian, Chief Financial Officer.

What Was Disclosed

Health In Tech, Inc. disclosed the completion of a second financing closing under its existing Standby Equity Purchase Agreement, involving the issuance of a $3.0 million promissory note to YA II PN, Ltd. with gross proceeds of $2.85 million, maturing February 18, 2028, at 8.75% per annum interest.