Health In Tech Amends Yorkville SEPA Registration to 34.2M Shares, Reveals $15M Convertible Note Terms
HIT is trading near its 52-week low of $0.65 (14% above the low).
Summary
Health In Tech amended its Yorkville SEPA registration to 34.2 million shares and disclosed the full terms of its $15 million convertible note financing, including a $1.5735 conversion price and a November 10 shareholder vote to unlock the full $20 million commitment.
Key Events · Financing and Capital Events · HIT
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SEPA Registration Amended to 34.2M Shares
Amendment No. 1 increases the Yorkville resale registration from 29,532,889 to 34,224,247 shares — an additional 4,691,358 shares — with the new shares priced at $0.81 per share based on the October 6, 2026 closing price.
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$15M Convertible Note Terms Disclosed
The filing reveals the first Pre-Paid Advance of $6.65 million was disbursed August 18, 2026, with a $7 million First Convertible Note at a fixed conversion price of $1.5735 per share. A second tranche of $2.85 million is due October 21, 2026, and a third tranche of up to $4.75 million is at Yorkville's discretion.
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39% Potential Dilution Overhang
If all 34,224,247 shares are issued, they would represent approximately 39.0% of the 53,600,790 shares outstanding as of October 6, 2026, and 62.3% of the non-affiliate float.
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Exchange Cap and Shareholder Vote
Nasdaq rules cap issuance to Yorkville at 13,100,378 shares (19.99% of outstanding) unless shareholders approve exceeding the cap at the 2026 Annual Stockholders' Meeting on or about November 10, 2026.
Analysis · HIT · Finance
This amendment to the September 4 S-3 registration increases the resale share count from 29.5 million to 34.2 million shares and, more importantly, discloses the full terms of the Yorkville Standby Equity Purchase Agreement for the first time. The company has already received $6.65 million in cash from the first Pre-Paid Advance, with another $2.85 million due October 21, 2026, and up to $4.75 million more at Yorkville's discretion. The Convertible Notes carry an 8.75% interest rate, a fixed conversion price of $1.5735 — nearly double the current $0.74 share price — and price-protection anti-dilution that resets the conversion price downward on future dilutive issuances. If all 34.2 million shares are issued, they would represent 39% of the current outstanding share count, a highly dilutive overhang. The company is seeking shareholder approval at the November 10, 2026 annual meeting to exceed the 13.1 million share Exchange Cap, which would unlock the full $20 million commitment. Against a backdrop of negative operating cash flow and a $2.5 million Q2 net loss, this financing provides critical runway but at the cost of substantial potential dilution and a variable-rate structure that could accelerate share issuance if the stock price falls.
How filings like this one have moved
In the 30 days to Oct 27, 2026, 36.2% of the 898 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.75%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, HIT was trading at $0.74 on NASDAQ in the Finance sector, with a market capitalization of approximately $47M. The 52-week trading range was $0.65 to $3.57. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.