Health In Tech, Inc.

(a)

Board Changes

On August 10, 2026, Sanjay Shrestha, a member of the Board of Directors of the Company (the “Board”) resigned from the Board, effective immediately. In connection with his resignation from the Board, Mr. Shrestha also resigned from all committees of the Board on which he served, including the Audit Committee, Nominating and Governance Committee and Compensation Committee of the Board. Mr. Shrestha’s resignation was in relation to other professional and personal commitments and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Convertible Financing

On August 12, 2026 (the “Effective Date”), the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company has the right, but not the obligation, to sell up to $20 million (the “Commitment Amount”) of shares of the Company’s Class A common stock (such shares issuable under the SEPA, “Common Shares”) to the Investor, subject to certain conditions and limitations set forth in the SEPA, including a resale registration statement covering the Common Shares (a “Registration Statement”) having been filed by the Company and declared effective by the SEC pursuant to the terms of a related registration rights agreement (the “Registration Rights Agreement”) to be entered into between the Company and the Investor in connection with the funding and closing of the first Pre-Paid Advance (as defined below) under the SEPA on or about August 18, 2026. Common Share issuances under the SEPA are subject to a 4.99% beneficial ownership limitation and an exchange cap of 13,100,378 shares (the “Exchange Cap”), representing approximately 19.99% of the Company’s outstanding Class A and Class B common stock, subject to adjustment in accordance with the SEPA and applicable Nasdaq requirements.

Pursuant to the SEPA, the Investor has agreed to provide the Company with pre-paid advances (each, a “Pre-Paid Advance”) in an aggregate principal amount of up to $15 million, to be evidenced by convertible promissory notes (the “Promissory Notes”). The Pre-Paid Advances are expected to be funded in three tranches consisting of a first tranche of $7 million, a second tranche of $3 million and a third tranche of up to $5 million, subject to the satisfaction of specified conditions. The first tranche is expected to be advanced on the fourth trading day following the filing of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and the second tranche is expected to be advanced on the later of October 21, 2026 and the second trading day following the initial Registration Statement first becoming effective. The third tranche, if requested by the Company, is subject to the Investor’s agreement in its sole and absolute discretion and may be funded in a principal amount of up to $5 million.

Each Pre-Paid Advance will be funded at a 5% purchase price discount to the principal amount of the applicable Promissory Note. The Promissory Notes will bear interest at 8.75% per annum (increasing to 18% upon certain events of default as specified therein) and will mature 18 months from the closing date of the first $7 million Pre-Paid Advance. The Promissory Notes are convertible into shares of the Company’s Class A common stock at a fixed conversion price of $1.5735 per share, subject to certain anti-dilution and price-adjustment provisions and a floor price of $0.204 per share. The Promissory Notes are subject to scheduled installment payments beginning 60 days after issuance, consisting of principal, a 4% payment premium, and accrued and unpaid interest. Installment payments may be satisfied in cash or through the application of net proceeds from sales of Common Shares under the SEPA, in which case the 4% payment premium does not apply.

Pursuant to the SEPA, the Company has agreed, among other things, (i) enter into the Registration Rights Agreement, (ii) to, within 90 calendar days of the Effective Date, subject to applicable Nasdaq rules and regulations, seek approval by the Company’s shareholders of (A) the issuance of Common Shares in an amount up to the Commitment Amount (without regard to the Exchange Cap) and (B) the issuance of the maximum number of shares of Class A common stock issuable upon conversion of the Promissory Notes (without regard to the Exchange Cap), and (iii) until the Promissory Notes have been paid in full, not to (A) repay any loans to any of its executives or employees or make any payments in respect of related party debt, (B) other than with the Investor, enter into any Variable Rate Transaction (as defined in the SEPA), including the issuance or sale of Class A common stock or securities convertible into, exchangeable or exercisable therefor, at a conversion, exchange or exercise price that varies with the trading price of the Class A common stock or is subject to being reset at some date after such securities’ initial issuance, (C) enter into any at-the-market agreement unless a specified affiliate of the Investor is the sole executing broker on such facility, with said specified affiliate additionally granted a participation right of at least 33% of any such facility for a period ending 12 months from the date of the first Pre-Paid Advance closing, or (D) without the prior written consent of the Investor, enter into any Indebtedness or Liens, each as defined in the SEPA, other than as permitted therein.

Pursuant to the Registration Rights Agreement, and subject to certain exceptions contained therein, the Company will be required to file a Registration Statement with the SEC to register the Common Shares issuable under the SEPA for resale within twenty one (21) calendar days of the Effective Date, to use its commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth therein, and to keep the Registration Statement effective until (i) the date that all registrable securities covered by the Registration Statement have been sold, thereunder or pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), or (ii) termination of the SEPA, which SEPA shall terminate automatically on the earlier of (x) 36 months from the Effective Date, provided all outstanding Promissory Notes have been repaid, and (y) the date on which the Investor shall have made an aggregate of Pre-Paid Advances to the Company for a number of Common Shares equal to the Commitment Amount.

The SEPA provides for a commitment fee, which is earned as of the Effective Date, equal to 1.0% of the Commitment Amount, or $200,000, of which one half, due within three days of the Effective Date, is payable in cash or through issuance of a number of shares of Class A common stock calculated using such shares’ daily volume-weighted average price during the three trading days preceding the Effective Date, and the remaining one-half is payable by the six-month anniversary of the Effective Date, as well as a $25,000 structuring fee. In connection with entry into the SEPA, on August 10, 2026, the Company entered into an engagement agreement with Independent Investment Bankers, Corp. (“IIB”), pursuant to which IIB is entitled to a success fee equal to 6.5% of the gross principal amount of each Pre-Paid Advance, payable at the respective closing thereof. Certain of the Company’s subsidiaries, including SMR, ICE and Hi Card, will guarantee the Company’s obligations under the SEPA, the Promissory Notes and the other related transaction documents pursuant to a Global Guaranty Agreement to be entered into concurrently with the closing of the first Pre-Paid Advance.

The SEPA, the Registration Rights Agreement, the Promissory Notes and the Global Guaranty Agreement contain representations, warranties, covenants, indemnification and other provisions customary for transactions of this nature. Such representations, warranties, covenants and agreements reflect negotiations between the parties thereto and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the SEPA, the Registration Rights Agreement, the Promissory Notes and the Global Guaranty Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of such agreements, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the SEPA, the Registration Rights Agreement, the Promissory Notes and the Global Guaranty Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the dates thereof, and unless required by applicable law, the Company undertakes no obligation to update such information.

As of the date of this filing, the Company had not received any proceeds under or issued any Common Shares or Promissory Notes pursuant to the SEPA. The Company intends to use the net proceeds from this financing arrangement under the SEPA for sales and distribution expansion, technology and product development, and operations and working capital.

The shares issuable under the SEPA are being issued pursuant to the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act thereof, because, among other things, the transaction did not involve a public offering, the Investor represented that it is an “accredited investor” and is purchasing the shares issuable under the SEPA as principal for its own account and not with a view to or for distributing or reselling such shares and the Company took appropriate measures to restrict the transfer such shares. The shares issuable under the SEPA were offered without any general solicitation by the Company or its representatives. These shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

The foregoing descriptions of the SEPA, the Registration Rights Agreement, the Promissory Notes and the Global Guaranty Agreement are qualified in their entirety by reference to the full text or forms, as applicable, of each document, copies of which are filed hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 4.1 and Exhibit 10.3, respectively.

(b) Not applicable.** **

(c)

Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2026, none of our directors or executive officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as follows:

On June 10, 2026, Julia (Linlin) Qian, Chief Financial Officer and a director of the Company, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act, effective as of September 10, 2026. Ms. Qian’s plan is for the sale of up to 946,395 shares of the Company’s Class A common stock, net of shares withheld to satisfy applicable taxes. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and September 10, 2027.

On June 11, 2026, Zain Hasan, Chief Growth Officer of the Company, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act, effective as of September 11, 2026. Mr. Hasan’s plan is for the sale of up to 220,000 shares of the Company’s Class A common stock, inclusive of 100,000 shares subject to withholding to satisfy applicable taxes. The foregoing sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and September 11, 2027.