HIT 10-Q
Health In Tech, Inc. (HIT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _________to___________
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As of August 12, 2026, there were
TABLE OF CONTENTS
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the “SEC”). It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur, and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
| ● | our financial performance; |
| ● | our ability to obtain funding for our operations, including funding necessary to enhance our current systems as well as the development of additional functionalities of our systems and to expand our service offerings; |
| ● | the success, cost and timing of our system offering development activities; |
| ● | our ability to attract and retain key personnel; |
| ● | our ability to hire and retain necessary qualified employees to expand our operations; |
| ● | our ability to attract new customers to utilize our platforms; |
| ● | our ability to develop new and enhance products and services to attract and retain customers, and to successfully monetize them; |
ii
| ● | the impact of competition in our industry and innovation by our competitors; |
| ● | risks related to cybersecurity incidents or other network disruptions; |
| ● | risks related to the use of third-party artificial intelligence; |
| ● | our ability to stay abreast of and comply with new or modified laws and regulations that currently apply or become applicable to our business, including with respect to the insurance services industry and data privacy requirements; |
| ● | our ability to protect our intellectual property rights and maintain and build our brand; |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our platform and technology; |
| ● | the future trading prices of our Class A common stock; and |
| ● | potential claims relating to our intellectual property. |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations.
Because some of these risks and uncertainties cannot be predicted or quantified and may be beyond our control, you should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
This Quarterly Report on Form 10-Q contains estimates, projections and other information concerning our industry, our business and the markets for our products and services. We obtained the industry, market and similar data set forth in this report from our own internal estimates and research and from academic and industry research, publications, surveys and studies conducted by third parties, including governmental agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. While we believe that the data we use from third parties are reliable, we have not separately verified these data. Further, while we believe our internal research is reliable, such research has not been verified by any third party. You are cautioned not to give undue weight to any such information, projections and estimates.
iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Health In Tech, Inc.
Consolidated Balance Sheets
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Loans receivable, net | ||||||||
| Other receivables, net | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Software | ||||||||
| Operating lease – right of use assets | ||||||||
| Long-term prepaid expenses | ||||||||
| Deferred tax assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Operating lease liabilities – current | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 5) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Noncontrolling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
Health In Tech, Inc.
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues from underwriting modeling (ICE) | $ | $ | $ | $ | ||||||||||||
| Revenues from fees (SMR) | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Total other income, net | ||||||||||||||||
| (Loss) income before income tax expense | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net loss attributable to noncontrolling interests | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net (loss) income attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net (loss) income per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
Health In Tech, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Six months ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Additional | Total | ||||||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Retained | Noncontrolling | Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Interests | Equity | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Issuance of common stock in connection with private investment in public equity financing, net of offering costs and placement agent fees | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Shares surrendered for settlement of minimum statutory tax withholdings | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Offering costs related to resale registration statement reclassified to additional paid-in capital | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Retained | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Health In Tech, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Bad debt (recovery) expense | ( | ) | ||||||
| Amortization expense | ||||||||
| Provision for refund liability | ||||||||
| Provision for credit losses on other receivables | ||||||||
| Deferred tax benefit | ( | ) | ( | ) | ||||
| Interest income | ( | ) | ( | ) | ||||
| Stock-based compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Operating lease right-of-use assets and liabilities, net | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Income taxes payable | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Development of software | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock in connection with private investment in public equity financing, net of placement agent fees and escrow agent fees | ||||||||
| Payments of deferred offering costs | ( | ) | ( | ) | ||||
| Contributions from noncontrolling interests | ||||||||
| Taxes paid related to net share settlement of equity awards | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| (Decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Summary of noncash investing and financing activities: | ||||||||
| Accrued deferred offering costs included in accounts payable and accrued expenses | $ | $ | ||||||
| Accrued development of software included in accounts payable and accrued expenses | $ | $ | ||||||
| Reclassification of deferred offering costs to additional paid-in capital upon private investment in public equity financing | $ | $ | ||||||
| Stock-based compensation capitalized for software development | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
4
Health In Tech, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization
Description of Business
Health in Tech, Inc. (collectively with SMR, Hi Card, ICE, and, beginning April 10, 2026, HITChain (defined below), “HIT” or the “Company”) through its subsidiaries, simplifies sales, service processes and reduces sales cycle time for third-party administrators and brokers. HIT was incorporated in November 2021 in the State of Nevada, and is based in Stuart, Florida. The Company was created with the intention of consolidating each of three standalone entities into a single organization: Stone Mountain Risk, LLC (“SMR”), Health Intelligence Card, LLC (“Hi Card”), and International Captive Exchange, LLC (“ICE”) (the “subsidiaries”).
HITChain Inc. (“HITChain”), was incorporated as a Delaware
corporation on
The Company’s unaudited consolidated financial statements include the accounts of HIT, its wholly owned subsidiaries, and HITChain beginning April 10, 2026, for which the Company has been deemed to be the primary beneficiary under ASC 810 (see Note 2).
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2025.
The consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.
The accompanying consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2026.
5
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Segments
The Company’s chief operating decision maker (“CODM”), the and executive committee, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative expenses) at the consolidated level to manage the Company’s operations. As of June 30, 2026 and December 31, 2025, the Company did not have a material balance of long-lived assets located outside of the United States.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Significant items subject to such estimates and assumptions include, but are not limited to, accounts receivable allowance for revenue billing changes driven by headcount changes during the billable period, allowance for credit losses, useful lives of software, variable consideration of revenues from underwriting modeling and stock-based compensation expense. It is at least reasonably possible that the estimates of the effect of conditions, situations or sets of circumstances that existed at the date of the financial statements, which management considered in formulating its estimates, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Variable Interest Entity (“VIE”)
The Financial Accounting Standards Board (“FASB”) provides guidance in ASC 810, Consolidation (“ASC 810”) for determining whether an entity is a VIE. VIE’s are defined as entities in which equity investors of the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.
The Company determined that HITChain is VIE because its equity investment at risk is not sufficient to finance its expected activities without additional subordinated financial support.
The Company also determined that it is the primary beneficiary of HITChain. This conclusion was based on the following:
| ● | The Company holds |
| ● | The Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to HITChain. |
| ● | Among the members of the related-party group, the Company is the party most closely associated with HITChain, as it holds the substantial majority of HITChain’s economic interest. |
6
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
HITChain did not meet the definition of a business as of April 10,
2026. Upon initial consolidation of HITChain, the Company recognized a loss of
By the end of May 2026, following an internal business review, the
Company transferred certain in-development software assets with a carrying amount of $
The following table summarizes the carrying amounts of the assets and liabilities of HITChain included in the Company’s unaudited consolidated financial statements as of June 30, 2026:
| June 30, 2026 |
||||
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Software | ||||
| Deferred tax assets, net | ||||
| Total assets | $ | |||
| Liabilities | ||||
| Accounts payable and accrued expenses | $ | |||
| Total liabilities | $ | |||
The assets of HITChain can only be used to settle the obligations of HITChain and are not available to satisfy the obligations of the Company. The creditors of HITChain have no recourse to the general credit of the Company.
The Company consolidated HITChain beginning April 10, 2026. The remaining
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposit with original maturities less than three months, which are unrestricted as to withdrawal or use.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and loans receivable for financial periods ended June 30, 2026 and December 31, 2025. The Company further manages its credit risk on liquid funds through diversification of investment type and credit exposures. For cash, the Company places cash deposits with large financial institutions. For accounts receivable, the credit risk is managed through the use of mitigating controls, including the use of credit checks and credit limits on customers. For loans receivable, the Company monitors the exposures and counterparty credit risk on a regular basis.
Concentration of customers
Revenues from Stop-Loss Insurance Carriers
For the three and six months ended June 30, 2026 and 2025, one stop-loss
insurance carrier (“Carrier A”) individually represented greater than 10% of Company’s total gross revenues. Revenue
from Carrier A accounted for
7
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Revenues from Business Employer Customers
The Company does not have significant concentration of revenues from
any of its business employer customers. The Company has a diversified customer base and did not have any business employer that accounted
for more than
Concentration of Cost of Revenues Service Providers
For the three months ended June 30, 2026, the Company’s three
primary service providers represented
Concentration of Data Service Providers from Third Party Artificial Intelligence Providers
The Company currently utilizes one third-party Artificial Intelligence
(“AI”) data service provider. For the three and six months ended June 30, 2026, this provider accounted for
Leases
The Company accounts for its leases under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) ASC 842, Leases (“ASC 842”).
The Company assesses its contracts at inception to determine whether
the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified
asset for a period of time. The Company recognizes right-of-use assets and lease liabilities that represent the net present value of future
lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortizing over the
remaining terms of the leases, which was determined to be
8
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Accounts Receivable and Allowance for Credit Losses and for Revenue Billing Adjustments
Accounts receivable are carried at original invoice amount, less any
estimate made for doubtful accounts or credit losses. In accordance with ASC 326, Financial Instruments — Credit Losses,
the allowance for credit losses is the Company’s best estimate of the amount of expected credit losses in the Company’s existing
receivables over the contractual term. The Company evaluates its exposure to credit loss on both a collective and individual basis. The
Company evaluates such receivables on an individual customer basis and takes into account any relevant available information, which begins
with historical credit loss experience and consideration of current and expected conditions and market trends (such as general economic
conditions, other microeconomic and macroeconomic considerations, etc.) and reasonable and supportable forecasts that could impact the
collectability of such receivables over the contractual term individually or in the aggregate. Changes in circumstances relating to these
factors may result in the need to increase or decrease the allowance for credit losses in the future. The allowance for credit losses
was $
The Company also makes the allowance for revenue billing adjustments,
under the consideration of the revenues associated with enrolled customers would have changed during the
| ● | There is a revenue adjustment that is driven by enrollment changes. It is based upon the actual individuals enrolled in a plan throughout the term compared to the initial employees enrolled in the first month. |
| ● | There is a revenue adjustment that is determined at the cancellation of a policy due to delayed payment. Specifically, a Carrier may cancel a plan when the customer does not remit payment in accordance with the respective agreement for a certain period of time (approximately three months). This may be adjusted if there is a slight delay in the completion and execution of required legal documents. |
| ● | There is a revenue adjustment and change triggered by re-underwrite of stop loss insurance policy, as defined by the Carrier’s underwriting guideline. |
Other Receivables
Certain business customers elect to receive a discount on premiums
payable to carriers. In return, carriers can collect and retain these customers’ positive claim fund balance amounts. The positive
claim fund is maintained in a designated account specifically earmarked for claims, held by the employer, known as “Deferred Administrative
Surplus.” As the platform company, the Company tracks and processes claims for carriers. With necessary information for collection
available on our platform, the Company signed an agreement on December 28, 2023 with the third-party Roscommon Captive Management and
Roscommon Insurance Company (collectively the “Carrier”), to purchase the rights, title, interest, and collection rights to
fees totaling $
9
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
When entering into a stop-loss insurance policy, a business employer
can elect to purchase discounted stop-loss insurance policies premiums from the Carrier by agreeing to return any positive balance in
claim fund. These claim funds are held in the name of the business employer, and the Carrier has no claim to these funds until the policy
and the policy run-out period ends, which is
As part of the Company’s services to the Carrier, ICE contracted with the Carrier to collect premium and process claims expense. Therefore, in its internal system, the Company can calculate the approximate amount of positive balance in the claims fund. The exact amount will be determined after full reconciliation of the claims fund after completion of the run-out period.
In the case of the 2023 Purchase, the Company purchased the policies with related run-out periods that had lapsed and had positive claim fund balances according to the Company’s internal system. As such, the Company knows the value of the Deferred Administrative Surplus purchased. The 2025 Purchase includes all the remaining policies with deferred administrative surplus as a product feature from the Carrier. Collectively, the Carrier and HIT platform stopped offering this feature in August 2024. Thus, 2025 purchased policies are in different periods and stages, including in the policy coverage period, in the run-out period and the out of run-out periods. For policies in the coverage period and in the run-out periods, the final Deferred Administrative Surplus cannot be determined until the policy completes the run-out period and finalizes the reconciliation. Following the purchase, the Deferred Administrative Surplus was transferred to the Company for collection. After the transfer, the Company performs the relevant reconciliations to demonstrate to the business employers the amount of the Deferred Administrative Surplus now owed to the Company from the claim fund balance. The Company asks the business owners to pay back the Deferred Administrative Surplus within 30 days of the collection requests sent.
The key risks associated with the collection of the Deferred Administrative
Surplus relate to the Company’s limited collections experience related to the Deferred Administrative Surplus at the time of purchase
from the Carrier. To reduce the Company’s collection risk, the Company negotiated with the Carrier to purchase the Deferred Administrative
Surplus at
The purchase of the Deferred Administrative Surplus does not represent
a purchase of a financial asset with credit deterioration as defined in accordance with ASC 326, Financial Instruments —
Credit Losses. Furthermore, the Company only has approximately three months of historical collection success rates at the time of
entering into the 2023 Purchase contract. These collection success rates are based upon limited experience given the Company has only
collected on these types of assets for a short period of time. Moreover, the historical collection success rates for the 2023 Purchase
were not applicable for the 2025 Purchase at contract inception, due to the differing components of the two purchases, such as active
policies in the 2025 Purchase. As such, the Company has accounted for these assets under a nonaccrual approach. The Company will continue
to assess this policy as additional collection information is received and collection trends are identified. The Company recorded the
consideration as other receivables both as of June 30, 2026 and as of December 31, 2025. The Company collected $
10
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Set forth below is an illustrative roll-forward based on actual figures for the three and six months ended June 30, 2026.
| 2023 Purchase | 2025 Purchase | Total | ||||||||||
| Purchases | $ | $ | $ | |||||||||
| Accumulated Collections | ( | ) | ( | ) | ( | ) | ||||||
| Provision and write-offs | ( | ) | ( | ) | ||||||||
| Balance as of December 31, 2025, net | $ | $ | $ | |||||||||
| Purchases | ||||||||||||
| Collections | ( | ) | ( | ) | ||||||||
| Provision and write-offs | ||||||||||||
| Balance as of March 31, 2026, net | $ | $ | $ | |||||||||
| Purchases | ||||||||||||
| Collections | ||||||||||||
| Provision and write-offs | ( | ) | ( | ) | ||||||||
| Balance as of June 30, 2026, net | $ | $ | $ | |||||||||
The Company separately assessed if an allowance for credit losses was
necessary for this Other Receivables. In estimating the allowance, the Company considers factors including the aging and collection history
of the receivables, the length of time amounts have remained outstanding, information obtained through the collection process, and other
relevant facts and circumstances affecting expected collectability. Other Receivables are written off after all collection attempts have
been exhausted. Credit loss expense recognized on Deferred Administrative Surplus, which is presented in General and administrative expenses
in the Company’s Consolidated Statements of Operations, was $
Loans Receivable, Net
On October 10, 2023, the Company entered into a Promissory Note Agreement
with Kang Youle Limited, which constitutes an unsecured lending arrangement. Under this Promissory Note Agreement, the Company agreed
to lend $
Software Capitalization
The Company incurs certain costs associated with the development of
its Hi-Card, eDIYBS systems and other systems. In accordance with ASC 350-40, Intangibles — Goodwill and Other: Internal-Use
Software, the Company capitalizes certain costs associated with the development of its internal-use software after the preliminary
project stage is complete and until the design, coding, installation, and testing of the software have been completed. Upgrades and enhancements
are capitalized if they will result in added functionality. Capitalized costs are amortized over an expected three-year period. In May
of 2023, the Company determined that its eDIYBS system was ready for its intended use. In September 2025, an expansion of the eDIYBS system
was also completed and placed into service. As such, the Company has entered the eDIYBS system in the post-implementation phase. The Company
has amortized $
Impairment of Long Lived Assets
In accordance with ASC 360, Property, Plant, and Equipment, the Company evaluates the recoverability of amortizable long-lived assets whenever events or changes in circumstances indicate the carrying value of such asset may not be recoverable. Should there be an indication of impairment, the Company tests recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. There were impairment losses recognized on long-lived assets during the three and six months ended June 30, 2026 and 2025.
11
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition
The objective of ASC 606, Revenue from Contracts with customers (“ASC 606”) is to establish the principles that an entity shall apply to report useful information to users of the financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. An entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as defined in ASC 606-10-10-1 and ASC 606-10-10-2.
This evaluation under ASC 606 follows a five-step model, including:
| Step 1: | Identify the contract(s) with a customer | |
| Step 2: | Identify the performance obligations in the contract | |
| Step 3: | Determine the transaction price | |
| Step 4: | Allocate the transaction price to the performance obligations in the contract | |
| Step 5: | Recognize revenue when (or as) the entity satisfies a performance obligation |
In general, ASC 606’s core principle is to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Required disclosures under ASC 606 include qualitative and quantitative information about contracts with customers and significant judgments and estimates as to the application of the 5-step revenue recognition analysis, among others.
The Company accounts for its revenue under the accounting guidance of ASC 606. The Company’s contracts that are within the scope of ASC 606 specifically relate to the services that are associated with customers who purchase self-funded benefits plans. These plans are facilitated through a network of brokers, TPAs, MGUs, carriers, and other third-party agents.
Identification of the Performance Obligations
The Company analyzes each of the deliverables pursuant to its contracts with customers. For each of the deliverables, the Company performs a detailed analysis to determine whether the deliverables are separately identifiable. The Company notes that although the deliverables can vary from day to day, all specifically relate to one kind of service, representing one performance obligation that is provided by each of its subsidiaries (SMR and ICE), as further described below.
SMR Specific Considerations
Program and Platform Management Services (Legacy)
Under SMR’s Program and platform management services, the Company’s insurance marketplace allows brokers to customize an employer’s self-funded benefits plan and stop loss insurance policies. When licensed brokers log in to the Company’s platform, they upload an employee census representing the employee base of the business employer, select which network they wish to use, what plan designs they want to offer to the business employer and then quickly obtain a bindable self-funded medically underwritten stop loss quote they can provide to their business customers. The chosen vendors provide benefit services as outlined on the platform. The fees that the Company and others charge for the service offerings within the quote are outlined and expressly agreed to by the employer. The employer customizes their health insurance plan and executes an annual agreement. This agreement includes a sold case breakdown (SCB) that outlines the individual stop loss insurance and benefits service offerings selected by the employer and the cost of each, including any optional services offered by the Company or other vendors. Through this, the Company is aware of the services that the broker is offering to the employer for the health insurance plan period, which is normally twelve (12) months. This includes each of the performance obligations provided by its subsidiaries as further outlined below. Subsequent to the execution of the initial bindable SCB with its customers, the Company may modify the health insurance plan during the plan period when a non qualified event occurs based on the definition provided by the carriers. For example, if there is a significant fluctuation or changes of enrolled employees (EEs) from the first month.
12
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The Company has business relationships with licensed brokers, as licensed brokers register on the Company’s platform to select and sell benefits plans and stop loss policies to employers as discussed above. However, there is no contractual relationship between the Company or any of its subsidiaries and the brokers. The Company’s platform provides credentialing for licensed brokers, allowing them to access its marketplace to select and sell self-funded benefits plans for the business employer at no cost. Brokers are paid by the businesses, with no contractual relationship between the Company and the brokers, only a credentialing process, and free access is provided.
TPAs are contracted and authorized by the business employers to enter into service contracts with SMR on behalf of the business employers. ASC 606 defines a customer as a party that has contracted with an entity to obtain goods or services that are an output of the ordinary activities of the company in exchange for consideration. SMR is not providing services to the TPAs, but instead, has contracts to collaborate with the TPAs to facilitate the administration of health benefit plans and stop-loss insurance policies to its customers, which are the business employers. The TPA will administer the purchased health benefits plan and manage the multiple service providers associated with the health benefits plan and stop-loss insurance policy. Such service providers are listed on the bindable quotes via the bindable sold case breakdown, which outlines the individual stop loss insurance and benefits service offerings selected by the business and the cost of each. Only the business employer can start or terminate the relationship with SMR. The TPA cannot start or terminate the relationship with SMR. As such, the Company has concluded that the TPAs are not customers and that the business employers are the customers of SMR pursuant to ASC 606.
Effective January 1, 2026, the Company has pivoted its services to offer pre-designed self-funded plans to employers, leveraging years of experience in selecting and managing the vendors that are essential to the plan.
Self-funded Plan Administration Services (Effective January 1, 2026)
SMR develops pre-configured, self-funded health benefit plans that integrate full administrative services and then are bundled with stop-loss insurance for employer clients. SMR delivers a comprehensive, end-to-end self-funded health plan solution spanning plan design and ongoing administration.
SMR curates and onboards a network of specialized administrative vendors, contracting directly and tailoring service configurations based on deep operational experience and sector expertise. This enables consistent execution while maintaining flexibility to meet the specific needs of employers and distribution partners.
As of June 30, 2026, SMR includes more than 100 pre-designed plans that can be efficiently configured and bundled with stop-loss coverage, significantly streamlining implementation.
This model simplifies the complexity of self-funded plan administration, materially improves operational efficiency, and provides a differentiated, flexible solution for both employers and sales agents.
ICE Specific Considerations
ICE has contractual relationships with carriers. ICE underwrites a stop-loss insurance policy and processes claims per the respective carrier’s underwriting guideline and claims processing guideline. In these instances, the carrier is the Company’s customer.
The Company’s performance obligations related to its revenue can be summarized as follows:
Underwriting modeling and risk services: As a part of the Company’s overall insurance marketplace, ICE provides underwriting modelling, machine learning-driven underwriting services, and risk services to its customers. Through its web-based SaaS quoting platform, eDIYBS (Enhance Do It Yourself Benefit System), brokers log in to eDIYBS, upload census, select plans and generate bindable quotes. eDIYBS medically underwrites each employer. ICE continues to assess risks and may re-underwrite based on underwriting risk guidelines provided by carriers. Any enrollment changes in a business can have large fluctuations during a policy period that may trigger a re-underwrite. ICE not only monitors and manages these activities but also facilitates insurance reporting. Revenue related to these services are included in the “Revenues from underwriting modeling” within the Consolidated Statements of Operations. These services are provided by ICE for carriers. Unlike the Company’s other performance obligations, the Company’s agreements for its underwriting modeling and risk performance obligations are with stop loss carriers. Under these agreements, the Company develops and maintains all underwriting models, defines risk criteria based on risk guidelines provided by carriers, manages underwriting of risk, manages claims activity, ensures reinsurance reporting, and handles monthly reinsurance filings. The purpose of these services is to ensure that the stop loss carrier is assuming an appropriate amount of risk when taking on a new insurance policy, and further that the premiums being charged are appropriate based upon the population of the new insurance policy (age, demographic, etc.).
13
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Program and platform management services: As a part of the Company’s overall insurance marketplace, SMR is a program manager specializing in customized self-funded benefits programs for businesses. SMR’s expertise in health benefits enables the Company to analyze, review and select vendors that have sufficient experience, which is an essential component of a health plan that is constantly evolving with its business employers based on factors such as employee headcount and a specific employee’s geographic location. SMR will then design health plans, select networks, and sets up the benefits plan for the business employers. Licensed brokers log in to the marketplace to select and sell self-funded benefits plans to businesses. The Company throughout the contract period is actively working with the TPA to assist administration of the plan specifically due to headcount changes. The Company’s service offerings encompass reference-based pricing, group insurance captives, community health plans, and association health programs. This service is performed for employers to ensure that they have access to a customized health benefits program. For these Program and Platform Management Services, the Company acts as a facilitator and does not control the underlying services prior to transfer to customers. The Company accounts for these services under ASC 606-10-25-14(b) as a series of distinct services that are substantially the same per enrolled employee and have the same pattern of transfer as the delivery of the specified services is satisfied over time, and each service is substantially the same and has the same measure of progress. Revenue related to these services are included in the “Revenues from fees” within the Consolidated Statements of Operations.
Self-funded plan administration services: SMR delivers a comprehensive, end-to-end self-funded health plan solution to business employers, spanning plan design and ongoing administration. SMR establishes independent pricing for services, and acts as the primary party responsible for service fulfillment. The Company acts as the principal under ASC 606 for these Plan administration services, as it controls the services prior to transfer to employers and is primarily responsible for fulfillment. These services are accounted for under ASC 606-10-25-14(b) as a series of distinct services that are substantially the same per enrolled employee and have the same pattern of transfer. Revenue related to these services are included in the “Revenues from fees” within the Consolidated Statements of Operations.
Each of the services above allows for the customers to simultaneously receive and consume the benefits of the Company’s performance as it performs. Services provided by SMR (either program and platform management or self-funded plan administration) and underwriting modeling and risk services provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined.
As such, the Company has determined that it is appropriate to recognize revenue over a period of the defined contractual term. The Company has determined that the pattern of transfer of control to the customers is commensurate with its right to invoice given the fact that at the end of each reporting period, all performance obligations of the Company have been satisfied and provided to the Company’s customers, and as such, the Company records its revenue based on the sold policy enrollment.
Payments required throughout the duration of the policy start once a policy has become effective, and are subsequently due on policy effective date of the month through the duration of the policy. Given the Company’s policy terms, there are no performance obligations that remain unperformed at the end of each reporting period.
Disaggregation of Revenue
A summary of the Company’s disaggregated revenues is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Revenues from underwriting modeling (ICE) | $ | $ | ||||||||||||||
| Revenues from fees (SMR) | ||||||||||||||||
| Program and platform management fees | ||||||||||||||||
| Self-funded plan administration fees | ||||||||||||||||
| Subtotal | ||||||||||||||||
| Contra revenue for billing adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Contra revenue for refund liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Total revenues | $ | $ | ||||||||||||||
14
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Variable Consideration
With the exception of its business relationship with one stop-loss insurance carrier, the Company does not have variable consideration that would require constraint from the transaction price of its contracts with customers as the Company receives monthly payments either based on a fixed percentage of the monthly premiums paid by the carrier, or a fixed dollar amount based on the end users serviced during a given month paid by employers. The Company has reviewed all contracts with its customers and determined that, other than the contract described below, none include terms that could result in the Company refunding amounts to a carrier or receiving variable cash flows.
For this stop-loss insurance carrier, with which the Company’s
new policy underwriting otherwise ended in 2024, ICE entered into a Program Manager Agreement (the “Agreement”), effective
August 1, 2023. Under the Agreement, ICE provides underwriting modeling and risk program services in connection with self-funded stop-loss
policies issued by the carrier and charges the carrier a Manager Fee of up to
The Agreement covers 11 consecutive policy batches from August 2023
through June 2024 (each group of policies sharing the same effective date month, a “policy batch”). Each policy batch passes
through three stages: (i) a
At agreement inception and through December 31, 2024, none of the policy
batches had completed their run-out period. Based on the Company’s industry experience and ongoing monitoring of each policy batch’s
performance, the performance of the underlying policies was favorable at each reporting date. Accordingly, the Company assessed the probability
of any meaningful Adjustment as remote, and the estimated transaction price for each policy batch equaled the full Manager Fee of
During 2025, as each policy batch completed its run-out period, the claims data for that batch became substantially complete, providing the Company with updated information to reflect in its transaction price estimates. For policy batches where the updated information indicated adverse performance, the Company concluded that the probability of a meaningful Adjustment was no longer remote and reduced the estimated transaction price accordingly. The Company updates its transaction price estimates at each reporting date to reflect the information then available.
15
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
For the three and six months ended June 30, 2026, the Company estimated
contra revenue of $
Contract Assets and Contract Liabilities
Contract assets represent the Company’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which the entity has received consideration. As of June 30, 2026 and December 31, 2025, the Company did not have contract assets or liabilities.
Costs to Obtain a Contract
Under ASC 340-40, Other Assets and Deferred Costs — Contracts with Customers (“ASC 340”) incremental costs of obtaining a contract, such as sales commissions and bonus programs afforded to brokers, are capitalized if they are expected to be recovered. The Company elected the practical expedient under ASC 340 to expense the costs to obtain a contract as incurred when the expected amortization period is one year or less. As of June 30, 2026 and December 31, 2025, there were no such capitalized costs. All eligible contract acquisition costs expensed by the Company have been included in sales and marketing expenses on the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025.
Significant Financing Components
The Company elected the practical expedient that allows the Company to not assess a contract for a significant financing component if the period between the customer’s payment and the transfer of the goods or services is one year or less. There were no significant financing components during the three and six months ended June 30, 2026 and 2025, respectively.
16
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Cost of Revenues
The Company’s cost of revenues primarily consists of direct costs attributable to operating its platform and delivering platform-enabled services, many of which vary with the volume of services delivered, (i) infrastructure costs to operate its platform, such as hosting fees, fees paid to various third-party partners for access to their technology and services, and amortization expenses of the Company’s capitalized internal-use software related to its platform, (ii) costs of plan administrative services provided by the TPA designated in each pre-designed plan and other vendors assigned to each TPA, and (iii) costs related to the captive management activities. The captive management activities include introducing new carriers, conducting due diligence on carriers, conducting feasibility studies to determine the viability to be a stop-loss carrier on the platform, negotiating terms and contracts, coordinating audit requests, managing relationship with unrelated carriers and their regulators and auditor firms to ensure that the risk associated with the Company’s service offerings is minimized. Personnel costs associated with underwriting oversight, claims management, enrollment support and other operational functions are classified as general and administrative expenses. These employees support the Company’s overall operating platform and service infrastructure across its portfolio of carrier and employer relationships, rather than performing activities that are directly identifiable to a specific revenue contract or separately priced service deliverable.
Stock-Based Compensation Expense
In accordance with ASC 718, Compensation — Stock Compensation, the Company’s share-based compensation program provides for the grant of stock options, restricted stock awards (“RSAs”) and unrestricted stock awards to officers, employees, directors and non-employees. The fair value of stock options granted in July 2023 and August 2024 was determined using the binomial option-pricing model. The fair value of RSAs granted before the Company’s initial public offering (the “initial public offering” or the “IPO”) was based on the fair value of the Company’s common stock on the date of the grant, using the discounted cash flow method and back-solve method, respectively. The fair value of unrestricted and restricted stock granted after the IPO is based on the closing market price on the date of the grant.
Effective April 10, 2026, following the consolidation of HITChain, the Company’s stock-based compensation expense also includes equity awards granted under HITChain’s equity incentive plan. HITChain’s share-based compensation program grant awards include stock options and RSAs to officers, directors and non-employees. The fair value of stock options granted was determined using the binomial option-pricing model. The fair value of RSAs granted was based on the fair value of HITChain’s common stock on the date of the grant. See Note 7 for further details.
The Company grants stock options and RSAs that are subject to either service or service and performance-based vesting conditions. Compensation expense for awards to officers, employees and directors with service-based vesting conditions is recognized using the straight-line method over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate awards’ forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Compensation expense for awards to non-employees with service-based vesting conditions is recognized in the same manner as if the Company had paid cash in exchange for services, which is generally over the vesting period of the award. Should the Company terminate any of its consulting agreements, the unvested options and RSAs underlying the agreements would be cancelled. Compensation expense for awards to officers, employees, directors and non-employees with service and performance-based vesting conditions is recognized based on the grant-date fair value over the requisite service period on a straight-line basis to the extent achievement of the performance condition is probable. The Company reassesses the probability of achieving the performance condition at each reporting date and begins recognizing expense only when it is probable that the condition will be met.
The Company’s expected stock price volatility assumption is based
on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee
directors) is based on the average of the contractual term (generally
Net Income (Loss) Per Share
Net income (loss) per share is provided in accordance with ASC 260,
Earnings per Share. The Company computes basic net income (loss) per share by dividing net income (loss) attributable to common
stockholders by the weighted-average number of shares of common stock outstanding during the period. The Company’s Class A Common
Stock and Class B common stock, $
17
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Diluted net income (loss) per share includes the potential dilutive
effect of common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive, including
unvested RSAs and outstanding stock options. For the purpose of computing diluted net income (loss) per share, RSAs and options with a
performance-based vesting condition are considered contingently issuable, and such contingent shares are included in the denominator for
computing diluted net income (loss) per share only once the performance condition is met, and only to the extent such RSAs and options
are dilutive. For the three and six months ended June 30, 2026, diluted shares attributable to RSAs or options were included in the
calculation of net loss per share. For the three months ended June 30, 2025, diluted shares attributable to
The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Total dilutive effect of outstanding equity awards | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net (loss) income per share attributable to common stockholders | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
The following outstanding stock awards were not considered in the computation of diluted net income (loss) per share attributable to holders of common stock as they had antidilutive effects for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Restricted stock awards | ||||||||||||||||
| Option awards | ||||||||||||||||
| Total | ||||||||||||||||
18
Health In Tech, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard calls for enhanced disclosures about components of expense captions on the face of the income statement. This standard will be effective for fiscal years beginning after December 15, 2026, with the option to apply it retrospectively. Early adoption is allowed. Currently, the Company is assessing the potential impact of this guidance on its consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The new standard is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is allowed. The new standard may be applied prospectively, retrospectively, or via a modified prospective transition method. Currently, the Company is assessing the potential impact of this guidance on its consolidated financial statement disclosures.
3. Loans Receivable, Net
On October 10, 2023, the Company entered into a Promissory Note Agreement
with Kang Youle Limited, which constitutes an unsecured lending arrangement. Under this Promissory Note Agreement, the Company agreed
to lend $
Although not part of HIT’s core business, the Company will strategically invest its assets in a manner to maximize risk-adjusted return and promote shareholder wealth. The Company provided the promissory note to Kang Youle Limited, an independent third party with access to a network of insurance sectors internationally.
4. Stockholders’ Equity
The Company has three classes of stock: (1) Class A Common Stock; (2) Class B Common Stock, and (3) Series A Preferred Stock.
The total number of shares of stock that the Company has authority
to issue is
Holders of Class B Common Stock are entitled to
Holders of Class A Common Stock and Class B Common Stock are entitled to dividends when, and if, declared at the discretion of the Company. However, holders of Series A Preferred Stock are entitled to receive non-cumulative dividends prior and in priority to any dividends declared on the common stock. Accordingly, no dividends may be paid on common stock unless all declared dividends on the Series A Preferred Stock have been paid or set aside for payment.
On March 27, 2026, the Company completed a public equity financing
(the “PIPE”) through which it issued and sold
On June 15, 2026, the Company issued
As of June 30, 2026 and December 31, 2025,
From time to time, the Company issues shares of common stock in connection with the granting of RSAs and the exercise of stock options under its equity incentive plans. For a detailed summary of these issuances and related stock-based compensation, please refer to Note 7.
19
Health In Tech, Inc.
Notes to Consolidated Financial Statements
5. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which it believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.
Leases
The Company entered into a five-year lease for its corporate headquarters
in Stuart, Florida, commencing in November of 2022. The Company’s real estate lease also includes executory costs such as common
area maintenance (non-lease component) and real estate taxes (not considered a component of the Company’s lease). As a practical
expedient permitted under ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component.
For the three and six months ended June 30, 2026 and 2025, the rent-related expenses for this lease were $
The Company’s office lease is classified as an operating lease.
At the inception date of the office lease, the Company recorded a right-of-use asset of $
During the three and six months ended June 30, 2026, the Company
made cash payments of $
The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the Consolidated Balance Sheet as of June 30, 2026:
| 2026 | ||||
| 2027 | ||||
| Total undiscounted lease liabilities | $ | |||
| Less effects of discounting | ( | ) | ||
| Total lease liabilities | $ |
The remaining lease term was
The discount rate used to determine the operating lease liability was
20
Health In Tech, Inc.
Notes to Consolidated Financial Statements
6. Income Taxes
(Loss) income before income taxes consists of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Federal | $ | ( | ) | $ | ( | ) | ||||||||||
| Foreign | ||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||
During the three and six months ended June 30, 2026, the Company recognized
an income tax benefit of $
The Company’s income tax provision consists of the following for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Current income tax expense | ||||||||||||||||
| Federal | $ | $ | $ | $ | ||||||||||||
| State | ||||||||||||||||
| Total current income tax expense | $ | $ | $ | $ | ||||||||||||
| Deferred income tax benefit | ||||||||||||||||
| Federal | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| State | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total deferred income tax benefit | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total income tax provision | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Beginning in its 2025 annual financial reporting, the Company adopted
ASU 2023-09 on a prospective basis.
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | |||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||
| Statutory federal income tax rate | ( | ) | % | ( | ) | % | ||||||||||
| State taxes (net of federal benefit) | ( | ) | ( | ) | ||||||||||||
| Permanent difference | ( | ) | ( | ) | ||||||||||||
| Other | ( | ) | ( | ) | ||||||||||||
| Effective tax rate | ( | ) | % | ( | ) | % | ||||||||||
The following table presents the reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax provision for the three and six months ended June 30, 2025 prior to the adoption of ASU 2023-09:
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||
| Statutory federal income tax rate | % | % | ||||||
| State taxes (net of federal benefit) | ||||||||
| Permanent difference | ||||||||
| Effective tax rate | % | % | ||||||
21
Health In Tech, Inc.
Notes to Consolidated Financial Statements
6. Income Taxes (cont.)
The Company’s net deferred tax assets and liabilities consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net Operating Loss | ||||||||
| Stock-based compensation | ||||||||
| Bad debt allowance | ||||||||
| Accrued liability | ||||||||
| Gross deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Research & Development credits | ( | ) | ( | ) | ||||
| Right of use assets/Lease Liability | ( | ) | ( | ) | ||||
| Total Deferred Tax Liabilities | $ | ( | ) | $ | ( | ) | ||
| Net deferred tax assets (liabilities): | $ | $ | ( | ) | ||||
As of June 30, 2026, the Company had federal net operating loss carryforwards
of approximately $
In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. As of June 30, 2026, the Company has not performed such an analysis evaluation the potential limitation of the Company’s net operating loss carryforwards due to the “Change in ownership” as defined under Section 382 of the Internal Revenue Code.
The Company evaluates the realizability of its deferred tax assets and the need for a valuation allowance at the end of each fiscal quarter. Based on all available positive and negative evidence, including forecasts of future taxable income and statutory carryforward periods, management concluded that it is more likely than not that its deferred tax assets will be realized. Accordingly, no valuation allowance was required as of June 30, 2026.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, introducing significant changes to the U.S. federal tax system. Among other provisions, the OBBBA restored immediate expensing for certain domestic research and experimental (“R&E” ) expenditures, provided potential retroactive relief or accelerated deductions for previously capitalized R&E costs, reinstated EBITDA-based limitations for interest expense deductions, and made certain business tax incentives permanent. The OBBBA did not have a material impact on the Company¡¯s income tax benefit or expense, or related tax assets and liabilities, for the period ended June 30, 2026. The Company plans to expense qualifying domestic R&E costs beginning in 2025 and accelerate the amortization of previously capitalized and unamortized R&E costs. The Company does not intend to apply retroactive treatment to prior tax periods.
The amounts of cash income taxes paid by the Company were as follows:
| Six Months Ended June 30, 2026 | ||||
| Federal | ||||
| State | ||||
| Foreign | ||||
| Total | $ | |||
22
Health In Tech, Inc.
Notes to Consolidated Financial Statements
7. Stock-Based Compensation
HIT Equity Awards
2022 Equity Incentive Plan
On December 21, 2022, the Company adopted and approved the Health
in Tech Equity Incentive Plan (the “2022 Plan”), which provides for the issuance of
2024 Equity Incentive Plan
On December 24, 2024, the Company adopted and approved the 2024 Plan.
The 2024 Plan is a comprehensive incentive compensation plan under which the Company can grant
Some RSAs granted under the 2024 Plan have service-based vesting conditions
and vest over a period from
23
Health In Tech, Inc.
Notes to Consolidated Financial Statements
7. Stock-Based Compensation (cont.)
Restricted Stock Awards
Service-based RSAs
The table below identifies service-based RSA activity under the 2024 Plan and certain awards granted outside of the Company’s equity incentive plans for the relevant periods presented:
| Numbers of RSAs | Weighted Average Fair Value Per RSA | |||||||
| Unvested as of December 31, 2025 | $ | |||||||
| Granted (1) | ||||||||
| Vested | ( | ) | ||||||
| Canceled/Forfeited | ( | ) | ||||||
| Unvested as of June 30, 2026 | $ | |||||||
(1)
As of June 30, 2026, there was $
Service and performance-based RSAs
The table below identifies service and performance-based RSA activity under the 2022 Plan and the 2024 Plan for the relevant periods presented:
| Numbers of RSAs | Weighted Average Fair Value Per RSA | |||||||
| Unvested as of December 31, 2025 | $ | |||||||
| Granted | | |||||||
| Vested | ( | ) | ||||||
| Canceled/Forfeited | ( | ) | ||||||
| Unvested as of June 30, 2026 | $ | |||||||
As of June 30, 2026, there was $
During the six months ended June 30, 2026 and 2025, the Company cancelled
and retired
24
Health In Tech, Inc.
Notes to Consolidated Financial Statements
7. Stock-Based Compensation (cont.)
Options
The table below identifies stock options activity under the 2022 Plan for the relevant periods presented:
| Outstanding stock options | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value | |||||||||||||
| Balance as of December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Canceled/Forfeited | ( | ) | ||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest as of June 30, 2026 | $ | $ | ||||||||||||||
The intrinsic value of a stock option is calculated as the difference
between the per share exercise price of the underlying stock option award and the closing stock price on the last trading day in fiscal
quarter. There were stock options granted or exercised during the six months ended June 30, 2026 and 2025. The total fair
value of options vested during the six months ended June 30, 2026 and 2025 was $
As of June 30, 2026, there was $
HITChain Equity Awards
2026 Equity Incentive Plan
On April 10, 2026, HITChain adopted and approved the 2026 Equity Incentive
Plan (the “2026 Plan”), which provides for the issuance of
25
Health In Tech, Inc.
Notes to Consolidated Financial Statements
7. Stock-Based Compensation (cont.)
Restricted Stock Awards
Service and performance-based RSAs
The table below identifies service and performance-based RSA activity for shares of Class A Common Stock under the 2026 Plan for the relevant periods presented:
| Numbers of RSAs | Weighted Average Fair Value Per RSA | |||||||
| Unvested as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Canceled/Forfeited | ||||||||
| Unvested as of June 30, 2026 | $ | |||||||
As of June 30, 2026, there was no unrecognized compensation cost, adjusted
for estimated forfeitures based on historical data, related to non-vested service and performance-based RSAs that were considered probable
of achievement. As of June 30, 2026, there was $
Options
The table below identifies the stock options activity for shares of Class B Common Stock granted to the Company’s Chief Executive Officer and Chief Financial Officer under the 2026 Plan for the relevant periods presented:
| Outstanding stock options | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value | |||||||||||||
| Balance as of December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Canceled/Forfeited | ||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest as of June 30, 2026 | $ | $ | ||||||||||||||
The intrinsic value of a stock option is calculated as the difference
between the per share exercise price of the underlying stock option award and the estimated per share fair value of the HITChain’s
common stock at the measurement date. There were no stock options exercised during the six months ended June 30, 2026. The weighted-average
fair value of options granted during the six months ended June 30, 2026 was $
26
Health In Tech, Inc.
Notes to Consolidated Financial Statements
7. Stock-Based Compensation (cont.)
The estimated fair value of stock options was calculated using the binomial option-pricing model, based on the following range of assumptions:
| Six Months Ended June 30, 2026 | ||||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Exercise multiples | ||||
| Expected dividend yield | % | |||
| Forfeited rates | % | |||
| Fair market value per common share | ||||
Expected volatilities are based on historical volatilities of the similar public companies’ common shares over the respective expected term of the share-based awards. Risk-free interest rate is based on the yield of U.S. Treasury Strips with maturity terms similar to the expected term on the share-based awards. The exercise multiples are the share price multiples upon which the employees are likely to exercise share options. Fair market value per common share is the market value of HITChain’s stocks on the grant date. The shares of common stock to be issued upon the exercise of stock options are made available from authorized and unissued common stock.
8. Subsequent Events
Equity Awards and Share Cancellation
On July 8, 2026, the Company granted an aggregate of
On July 15, 2026, the Company cancelled and retired
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 $
27
Health In Tech, Inc.
Notes to Consolidated Financial Statements
8. Subsequent Events (cont.)
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 $
Each Pre-Paid Advance will be funded at a
Pursuant to the SEPA, the Company has agreed, among other things, (i)
to 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
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
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.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, “Risk Factors.”
Overview
Health In Tech (“HIT”) is an insurance technology platform company, 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, Managing General Underwriters (MGUs) and TPAs.
Marketplace: We are a health insurance marketplace where insurance companies can list various stop-loss policy options for self-funded benefits plans. Licensed brokers registered on our platform can log in, upload certain required information, select policy plans, obtain a bindable quote and sell them to businesses. In most cases, our technology enables us to medically underwrite insurance policies and produce bindable quotes within about two minutes for small employers (10-100 employees) and about two weeks for larger employers (exceeding 100 employees), allowing us to deliver an integrated and seamless sales cycle.
Customizable Solutions: Beyond policy underwriting and sales, our marketplace offers customization of health benefits plans, vendors, claims, and network services. Brokers can select customized plans that suit their customers.
Accessibility and Savings: We make self-funded benefits plans and stop loss insurance accessible online for businesses. We aim to deliver meaningful cost savings for low-risk employers with comparatively healthy employees through a digital medical underwriting process. We seek to deliver time savings for employers, brokers, TPAs, and carriers, by leveraging both external and internally developed technology.
As of June 30, 2026, we had 396 business clients in 38 states, with our services and platforms actively utilized by 629 brokers, 10 Third-Party Administrators (TPAs), and 294 additional third-party agencies. For the first half of 2026, total revenues were $16.8 million, a slight decrease of approximately 3% compared to $17.3 million for the same period in 2025. The decrease was primarily attributable to the onboarding of a new stop-loss insurance carrier, which caused sales delays to later months. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the contractual term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026 and the business volume to recover during the third quarter of 2026 as the transition progresses. The carrier transition also resulted in an increase in the balance of accounts receivable and accounts payable as of June 30, 2026, as further discussed below.
We currently generate most of our revenue from service fees and underwriting fees, that are associated with customers who purchase self-funded benefits plans and stop loss insurance. These plans are facilitated through a network of brokers, TPAs, MGUs, carriers, and other third-party agents. These agencies either directly engage our services or provide valuable client referrals.
29
Key Factors Affecting our Performance
Our ability to retain and expand our network of brokers, TPAs, MGUs and other third-party agents.
While we generate our revenue primarily from employers and insurance carriers, we currently derive substantially all of our business through brokers, TPAs, and other third-party agents who provide referrals. As a result, the size of our network is critical to our success. We have experienced significant network growth since we commenced operations, and we believe we have the opportunity to continue to grow our network by providing superior innovation in automation, great client experience, competitive pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same geographic and insurance markets.
Our ability to enter into more collaborations with insurance carriers and offer new products and plans
Our business growth will depend on our ability to collaborate with a diverse range of insurance carriers to service the excess coverage needs of our clients. These collaborations are essential for expanding our portfolio of products and services. Our growth strategy is heavily reliant on our capability to introduce innovative insurance products and plans. By collaborating with multiple insurance carriers, we can leverage their expertise and resources to develop a broader range of offerings. This not only enables us to meet the specific requirements of our clients but also helps in staying competitive in a rapidly changing market.
Our ability to accurately perform underwriting procedures
Our growth is significantly dependent on our ability to accurately perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs, and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.
While we are not bound by any agreements that would necessitate paying fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of the carrier, such a failure could cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially affecting our financial standing and market competitiveness.
Our ability to continue invest in technology and innovation
Our ongoing commitment to investing in technology is crucial for driving advancements in automation and enhancing operational efficiency across all aspects of our business. We are dedicated to regularly updating and developing new technology. This continuous investment in technology and innovation will position us at the forefront of the insurance technology.
30
Seasonality
Our business is generally affected by the seasonal patterns of our enrollment and medical expenses. Usage of our underwriting and quoting platform is seasonal, primarily due to the common renewal of health plan policies in December and January. While we believe we have visibility into the seasonality of our business, our rapid growth rate over the last couple years may have made seasonal fluctuations more difficult to detect. If our rate of growth slows over time, seasonal or cyclical variations in our operations may become more pronounced, and our business, results of operations and financial position may be adversely affected.
Key Financial and Operating Performance Metrics
We regularly monitor a number of financial and operating metrics in order to measure our current performance and project our future performance. These metrics help us develop and refine our growth strategies and make strategic decisions. We discuss revenues, cost of revenues, and the components of operating expenses. We utilize other key metrics as described below.
Contracted Revenue
Contracted Revenue represents the total revenue expected to be generated over the contractual term of self-funded health plan policies placed through our platform. Standard self-funded plan policies generally have a contractual term of 12 months, while our Three-Year Rate Stabilization Program is designed with a 36-month contractual term. Revenue is recognized under U.S. GAAP on a straight-line basis over the policy term, beginning on the policy’s effective date. Accordingly, Contracted Revenue represents revenue that has been contractually secured but has not yet been fully recognized under U.S. GAAP, providing an indication of future revenue expected from existing contracts.
Contracted Revenue totaled $32.3 million for the first half of 2026, of which $17.3 million was recognized as GAAP revenue in the first half of 2026. The remaining $14.0 million and $1.0 million are expected to be recognized as GAAP revenue in the second half of 2026 and in 2027, respectively.
Contracted revenue is presented prior to the impact of monthly adjustments, including changes in enrolled participants, plan mix, and other factors that may affect premium and fees. Accordingly, actual revenue recognized in future periods may differ from contracted revenue.
Pipeline Revenue
Pipeline Revenue represents revenue from self-funded plan policies that are being quoted, are in binding status, or have been contracted subsequent to the end of the reporting period. This metric reflects the entire contractual term of the underlying policies, some of which may not ultimately convert to revenue.
As of July 31, 2026, we had approximately $66.3 million Pipeline Revenue, of which $1.9 million was contracted, while the remaining $64.4 million is in the quoting or binding stage.
Platform Placed Plan Value (PPPV)
Platform Placed Plan Value represents the aggregate contractual value of self-funded health plans with stop-loss insurance (self-funded stop-loss plans) placed through our platform during the fiscal year through the applicable fiscal quarter end, measured over each plan’s full contractual term of typically 12 or 36 months from the plan’s effective date. PPPV reflects the total economic value flowing through the platform, including premium, claim funding, and administrative fees, and is a measure of platform transaction volume rather than an indication of our own revenue or take rate.
As of June 30, 2026, the platform placed $84.0 million of self-funded stop-loss plans.
Adjusted EBITDA
Adjusted EBITDA represents our net income (loss) attributable to common stockholders before net interest income, taxes and amortization expense, adjusted to eliminate stock-based compensation expense, including employer payroll taxes related to stock-based awards, provision for credit losses on other receivables and other non-recurring items. Adjusted EBITDA is not a measure calculated in accordance with United States Generally Accepted Accounting Principles, or GAAP. Please refer to “Results of Operations” in this item for a discussion of the limitations of adjusted EBITDA and reconciliations of adjusted EBITDA to net income (loss) attributable to common stockholders, the most comparable GAAP measurements, respectively, for the three and six months ended June 30, 2026 and 2025. We exclude certain non-recurring or non-cash items when calculating Adjusted EBITDA, and we believe this approach provides a more meaningful measure by offering a clearer view of our underlying operational performance.
31
Components of Operating Results
Revenues
While we generate our revenue primarily from employers and insurance carriers, we grow our business primarily from offering solutions that streamline sales processes, enhance service delivery, and reduce the sales cycle. We offer our services through our subsidiaries. Program and platform management services and self-funded plan administration services provided by SMR and MGU activities provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined. Currently ICE does not offer underwriting services as a standalone service. In the future, we may consider offering standalone service based on different functionalities and technology deliveries.
| (i) |
SMR is a program manager specializing in customized self-funded benefits programs and pre-designed bundled plan options for businesses. Under its legacy program and platform management services, it creates the program, selects networks and adds vendors, and sets up benefits plans on the marketplace after the vendors are selected by the brokers for the plan, including benefits structures, coverage options, and provider networks. Licensed brokers log in to the marketplace to select and sell self-funded benefits plans for businesses. SMR collaborates with TPAs and licensed brokers to design health plans that meet the specific needs of employers.
Starting January 1, 2026, SMR has expanded its service scope and launched the new self-funded plan administration services, enhancing its service model to deliver pre-configured, end-to-end self-funded health benefit solutions. Leveraging long-term vendor management experience, SMR develops a full suite of pre-designed customized plans bundled with stop-loss insurance coverage. The distribution partners, mainly brokers for now, are presented with over 100 configured plans. The Company curates and directly contracts with a dedicated network of specialized administrative vendors, tailoring service setups to fit employer and distribution partner needs with balanced standardization and flexibility. As of June 2026, over 100 configurable pre-designed plan options are available, which are rapidly implemented and combined with stop-loss coverage, greatly reducing plan administration complexity and driving overall operational efficiency. This enhanced service model provides employers and sales with more streamlined, differentiated and flexible self-funded plan arrangements.
The revenue from SMR is derived from a set fee charged per enrolled employee (EE) per month (PEPM). The fee varies depending on the type of plans selected by the broker or other distribution partner. These fees may vary based on plan design, covered population. SMR’s fees are part of self-funded stop loss plan payments, paid by employers. |
| (ii) | ICE develops and maintains all underwriting models. It defines risk criteria based on risk guidelines provided by carriers, manages underwriting of risk, manages claims activity, ensures reinsurance reporting, and handles monthly reinsurance filings. The revenue from ICE is derived as a specific percentage from the premium received, in our capacity as the Managing General Underwriter (MGU) of insurance companies (Carriers). ICE’s fees are paid by carriers. |
32
The following table sets forth the components of our revenues by subsidiaries and percentages of our total revenues for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | % of revenue | 2025 | % of revenue | 2026 | % of revenue | 2025 | % of revenue | |||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Revenues from underwriting modeling (ICE) | $ | 1,272,647 | 15.8 | % | $ | 2,090,576 | 22.4 | % | $ | 2,741,461 | 16.3 | % | $ | 4,442,560 | 25.6 | % | ||||||||||||||||
| Revenues from fees (SMR) | 6,783,973 | 84.2 | % | 7,223,273 | 77.6 | % | 14,086,805 | 83.7 | % | 12,886,273 | 74.4 | % | ||||||||||||||||||||
| Total revenues | 8,056,620 | 100.0 | % | 9,313,849 | 100.0 | % | 16,828,266 | 100.0 | % | 17,328,833 | 100.0 | % | ||||||||||||||||||||
Cost of revenues
Cost of revenues primarily consists of direct costs attributable to operating its platform and delivering platform-enabled services, many of which vary with the volume of services delivered, (i) infrastructure costs to operate our platform, such as hosting fees, fees paid to various third-party partners for access to their technology and services, and amortization expenses of our capitalized internal-use software related to the platform, (ii) costs of plan administrative services provided by the TPA designated in each pre-designed plan and other vendors assigned to each TPA, and (iii) costs related to the captive management activities. We mainly outsource captive management services and data services from the third-party companies. Our internal proprietary system seeks to consistently improve underwriting and services results through machine learning and data feeds. The captive management activities include introducing new carriers, conducting due diligence on carriers, conducting feasibility studies to determine the viability to be a stop-loss carrier on the platform, negotiating terms and contracts, coordinating audit requests, managing relationship with unrelated carriers and their regulators and auditor firms to ensure that our risk associated with our service offerings is minimized. Personnel costs associated with underwriting oversight, claims management, enrollment support and other operational functions are classified as general and administrative expenses. These employees support the our overall operating platform and service infrastructure across our portfolio of carrier and employer relationships, rather than performing activities that are directly identifiable to a specific revenue contract or separately priced service deliverable. See Part II, “Item 1A. Risk Factors — Risks Related to our Business and Industry” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25, 2026 for additional information on the risks associated with our service offerings.
Sales and marketing expenses
Sales and marketing expenses primarily consist of (i) costs associated with expanding our distribution channels through third-party agents, which are variable and based on policies sold and fees collected, and (ii) costs related to the internal sales team responsible for onboarding agencies and agents onto the platform. These expenses include commissions, incentive compensation, salaries and benefits, and other related selling costs. Sales and marketing expenses also include the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party for sales and customer acquisition.
General and administrative expenses
General and administrative expenses primarily consist of personnel-related costs and related expenses for our executives, finance, legal, human resources, technical support, and operations personnel, as well as the costs associated with professional fees for external legal, accounting, and other consulting services, and insurance premiums. Personnel in the operations division, including those providing underwriting oversight, claims management, enrollment support and other operational functions, are classified as general and administrative because they support our overall operating platform and service infrastructure across our portfolio of carrier and employer relationships, rather than performing activities directly attributable to specific revenue contracts or separately priced service deliverables.
Research and development expenses
Research and development expenses primarily consist of personnel-related costs, including salaries, stock-based compensation expense and benefits for our research and development personnel. Additional expenses include costs related to research, design, and preliminary planning of new technology, as well as routine maintenance of its existing platform.
Income tax benefit (expense)
Income tax benefit (expense) consists primarily of changes to our current and deferred federal and state tax assets and liabilities. Deferred income taxes are recognized for the tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Our deferred tax assets and liabilities are calculated by applying the current tax rates and laws to taxable years in which such differences are expected to reverse.
We continually review the need for, and the adequacy of, valuation allowances, and recognize benefits from our deferred tax assets only when an analysis of both positive and negative factors indicates that it is more likely than not such benefits will be realized.
33
Results of Operations
The following table sets forth our consolidated statements of operations for the periods presented, both in absolute amount and as a percentage of our total revenues for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | % of revenue | 2025 | % of revenue | 2026 | % of revenue | 2025 | % of revenue | |||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Revenues from underwriting modeling (ICE) | $ | 1,272,647 | 15.8 | % | $ | 2,090,576 | 22.4 | % | $ | 2,741,461 | 16.3 | % | $ | 4,442,560 | 25.6 | % | ||||||||||||||||
| Revenues from fees (SMR) | 6,783,973 | 84.2 | % | 7,223,273 | 77.6 | % | 14,086,805 | 83.7 | % | 12,886,273 | 74.4 | % | ||||||||||||||||||||
| Total revenues | 8,056,620 | 100.0 | % | 9,313,849 | 100.0 | % | 16,828,266 | 100.0 | % | 17,328,833 | 100.0 | % | ||||||||||||||||||||
| Cost of revenues | 4,134,127 | 51.3 | % | 3,003,979 | 32.3 | % | 8,396,374 | 49.9 | % | 5,663,564 | 32.7 | % | ||||||||||||||||||||
| Gross profit | $ | 3,922,493 | 48.7 | % | $ | 6,309,870 | 67.7 | % | $ | 8,431,892 | 50.1 | % | $ | 11,665,269 | 67.3 | % | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Sales and marketing expenses | 2,215,889 | 27.5 | % | 1,226,738 | 13.2 | % | 4,507,490 | 26.8 | % | 2,316,993 | 13.4 | % | ||||||||||||||||||||
| General and administrative expenses | 4,269,094 | 53.0 | % | 3,775,453 | 40.5 | % | 7,724,652 | 45.9 | % | 7,022,218 | 40.5 | % | ||||||||||||||||||||
| Research and development expenses | 875,811 | 10.9 | % | 582,609 | 6.3 | % | 1,796,206 | 10.7 | % | 1,120,330 | 6.5 | % | ||||||||||||||||||||
| Total operating expenses | 7,360,794 | 91.4 | % | 5,584,800 | 60.0 | % | 14,028,348 | 83.4 | % | 10,459,541 | 60.4 | % | ||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest income | 69,568 | 0.9 | % | 108,198 | 1.2 | % | 137,039 | 0.8 | % | 193,564 | 1.2 | % | ||||||||||||||||||||
| Other income | 100,000 | 1.2 | % | — | — | % | 122,334 | 0.7 | % | 118,399 | 0.7 | % | ||||||||||||||||||||
| Other expense | (52,341 | ) | (0.6 | )% | — | — | % | (52,341 | ) | (0.3 | )% | — | — | % | ||||||||||||||||||
| Total other income, net | 117,227 | 1.5 | % | 108,198 | 1.2 | % | 207,032 | 1.2 | % | 311,963 | 1.9 | % | ||||||||||||||||||||
| (Loss) Income before income tax expense | $ | (3,321,074 | ) | (41.2 | )% | $ | 833,268 | 8.9 | % | $ | (5,389,424 | ) | (32.1 | )% | $ | 1,517,691 | 8.8 | % | ||||||||||||||
| Income tax benefit (expense) | 809,888 | 10.1 | % | (202,637 | ) | (2.2 | )% | 1,289,957 | 7.7 | % | (388,468 | ) | (2.2 | )% | ||||||||||||||||||
| Net (loss) income | $ | (2,511,186 | ) | (31.1 | )% | $ | 630,631 | 6.7 | % | $ | (4,099,467 | ) | (24.4 | )% | $ | 1,129,223 | 6.6 | % | ||||||||||||||
| Net loss attributable to noncontrolling interests | (162 | ) | — | % | — | — | % | (162 | ) | — | % | — | — | % | ||||||||||||||||||
| Net (loss) income attributable to common stockholders | (2,511,024 | ) | (31.1 | )% | 630,631 | 6.7 | % | (4,099,305 | ) | (24.4 | )% | 1,129,223 | 6.6 | % | ||||||||||||||||||
| Other Financial Data: | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA(1) | $ | (1,333,077 | ) | (16.5 | )% | $ | 1,569,016 | 16.8 | % | $ | (2,621,592 | ) | (15.6 | )% | $ | 2,797,227 | 16.1 | % | ||||||||||||||
| (1) | We define adjusted EBITDA as net (loss) income attributable to common stockholders before net interest income, taxes and amortization expense, adjusted to eliminate stock-based compensation expense, including employer payroll taxes related to stock-based awards, provision for credit losses on other receivables and other non-recurring items. See “Adjusted EBITDA” below for more information and for a reconciliation of adjusted EBITDA to net income (loss) attributable to common stockholders, the most directly comparable financial measure calculated and presented in accordance with GAAP. |
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Adjusted EBITDA
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Reconciliation from Net (Loss) Income Attributable to Common Stockholders to Adjusted EBITDA: | ||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | (2,511,024 | ) | $ | 630,631 | $ | (4,099,305 | ) | $ | 1,129,223 | ||||||
| Interest income | (69,568 | ) | (108,198 | ) | (137,039 | ) | (193,564 | ) | ||||||||
| Amortization expense | 320,320 | 135,983 | 723,787 | 271,966 | ||||||||||||
| Income tax (benefit) expense | (809,888 | ) | 202,637 | (1,289,957 | ) | 388,468 | ||||||||||
| Stock-based compensation expense, including employer payroll taxes related to stock-based awards | 959,969 | 707,963 | 1,403,808 | 1,201,134 | ||||||||||||
| Provision for credit losses on other receivables | 739,773 | — | 739,773 | — | ||||||||||||
| Other non-recurring items | 37,341 | — | 37,341 | — | ||||||||||||
| Total net adjustments | 1,177,947 | 938,385 | 1,477,713 | 1,668,004 | ||||||||||||
| Adjusted EBITDA | $ | (1,333,077 | ) | $ | 1,569,016 | $ | (2,621,592 | ) | $ | 2,797,227 | ||||||
Consolidated Balance Sheet Data
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | 6,514,813 | $ | 7,669,754 | ||||
| Accounts receivable, net | 8,546,307 | 756,288 | ||||||
| Other receivables, net | 3,392,082 | 3,467,814 | ||||||
| Software | 7,197,718 | 6,530,894 | ||||||
| Total assets | 29,634,680 | 23,089,961 | ||||||
| Total liabilities | 10,010,308 | 5,977,896 | ||||||
| Total stockholders’ equity | 19,624,372 | 17,112,065 | ||||||
Cash and cash equivalents
As of June 30, 2026, cash and cash equivalents decreased by $1,154,941 to $6,514,813, from $7,669,754 as of December 31, 2025. This decrease was mainly attributable to the net cash used in operating activities, partially offset by proceeds from a private investment in the PIPE during the six months ended June 30, 2026.
Accounts receivable, net
As of June 30, 2026, the net accounts receivable increased by $7,790,019 to $8,546,307, from $756,288 as of December 31, 2025. This increase was mainly attributable to delayed collections from the prior carrier during the transition period. We expect collections to normalize as the carrier transition is completed in the third quarter of 2026.
35
Software
As of June 30, 2026, the balance of software increased by $666,824 to $7,197,718, from $6,530,894 as of December 31, 2025. This increase was mainly attributable to a $1,390,611 investment in software development, partially offset by a $723,787 increase in accumulated amortization for the six months ended June 30, 2026.
Total liabilities
As of June 30, 2026, the balance of total liabilities increased by $4,032,412 to $10,010,308, from $5,977,896 as of December 31, 2025. This increase was mainly attributable to the growth in accounts payable and accrued expenses, driven by delayed payments to vendors resulting from the temporary slowdown in collections from the prior carrier during the transition period, consistent with our back-to-back payment structure.
Total stockholders’ equity
As of June 30, 2026, the balance of total stockholders’ equity increased by $2,512,307 to $19,624,372, from $17,112,065 as of December 31, 2025. This increase was mainly attributable to our net proceeds of $5,928,120 from our PIPE, after deducting offering costs and placement agent fees. Please refer to our unaudited Consolidated Statements of Changes in Stockholders’ Equity for additional information.
Comparison of Three months ended June 30, 2026 and 2025
Revenues
| Three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Period-to-Period Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage | |||||||||||||||||||
| Revenues from underwriting modeling (ICE) | 1,272,647 | 15.8 | % | 2,090,576 | 22.4 | % | (817,929 | ) | (39.1 | )% | ||||||||||||||
| Revenues from fees (SMR) | 6,783,973 | 84.2 | % | 7,223,273 | 77.6 | % | (439,300 | ) | (6.1 | )% | ||||||||||||||
| Program and platform management fees | 1,825,226 | 22.7 | % | 7,223,273 | 77.6 | % | (5,398,047 | ) | (74.7 | )% | ||||||||||||||
| Self-funded plan administration fee | 4,958,747 | 61.5 | % | — | — | % | 4,958,747 | NM | ||||||||||||||||
| Total revenues | 8,056,620 | 100.0 | % | 9,313,849 | 100.0 | % | (1,257,229 | ) | (13.5 | )% | ||||||||||||||
“NM” denotes that the percentage change is not meaningful.
Total revenues for the three months ended June 30, 2026 were $8.1 million, a decrease of 13.5% from $9.3 million in the same period of 2025. The decline was primarily attributable to the onboarding of a new stop-loss insurance carrier, as the operational transition and coordination between new and existing carrier caused temporary delays in sales. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the 12 or 36-month contract term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026.
Although the services provided by SMR and ICE are delivered as an interdependent and integrated solution and we evaluate their performance based on the total revenues generated, we provide the following breakdown for transparency. Revenues from underwriting modeling generated from ICE decreased by $0.8 million to $1.3 million, and revenues from fees generated from SMR decreased by $0.4 million to $6.8 million.
The decrease in revenues from underwriting modeling was larger than the decrease in revenues from fees, as SMR launched the pre-designed self-funded plan administration services effective on January 1, 2026. SMR enhances its services to offer pre-designed self-funded plans to employers, leveraging years of experience selecting and managing the vendors that are essential to the plan. This new service model provides employers with more streamlined, differentiated and flexible self-funded plan arrangements.
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Cost of revenues
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Cost of revenues | 4,134,127 | 51.3 | % | 3,003,979 | 32.3 | % | 1,130,148 | 19.0 | % | |||||||||||||||
Cost of revenues increased by $1.1 million to $4.1 million for the three months ended June 30, 2026, from $3.0 million for the three months ended June 30, 2025. As a percentage of revenue, cost of revenues increased to 51.3% for the three months ended June 30, 2026, from 32.3% for the same period in 2025.
The increase was primarily attributable to costs of plan administrative services provided by the TPA and other vendors assigned to each TPA, as we continued to enhance our services and launched the pre-designed plan offerings in January 2026, which gave rise to the related plan administrative costs.
Sales and marketing expenses
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Sales and marketing expenses | 2,215,889 | 27.5 | % | 1,226,738 | 13.2 | % | 989,151 | 14.3 | % | |||||||||||||||
Sales and marketing expenses were $2.2 million for the three months ended June 30, 2026, compared to $1.2 million for the three months ended June 30, 2025. As a percentage of revenue, sales and marketing expenses increased to 27.5% for the three months ended June 30, 2026, compared to 13.2% for the same period in 2025, primarily due to the increase in sales distribution fees with agencies, which drives revenue growth without the need for a large in-house sales force.
General and administrative expenses
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| General and administrative expenses: | ||||||||||||||||||||||||
| Operations division | 741,391 | 9.2 | % | 1,555,462 | 16.7 | % | (814,071 | ) | (7.5 | )% | ||||||||||||||
| Administrative division | 3,527,703 | 43.8 | % | 2,219,991 | 23.8 | % | 1,307,712 | 20.0 | % | |||||||||||||||
| Total General and administrative expenses | 4,269,094 | 53.0 | % | 3,775,453 | 40.5 | % | 493,641 | 12.5 | % | |||||||||||||||
We bifurcate general and administrative expenses as follows:
Operations division — The operations division mainly consists of payroll, stock-based compensation expense and benefits expenses incurred related to our underwriting, claims management, operations development, enrollment, nursing and strategic program development personnel.
Administrative division — The administrative division mainly represents payroll, stock-based compensation expense and benefits expenses incurred related to Executives, Human Resources, Accounting, Finance and Legal related personnel.
37
General and administrative expenses increased by $0.5 million to $4.3 million for the three months ended June 30, 2026, from $3.8 million for the three months ended June 30, 2025. The increase was primarily attributable to a provision for credit losses on other receivables of $0.7 million related to the Deferred Administrative Surplus, partially offset by lower operations division personnel costs resulting from workforce optimization initiatives. As a percentage of revenue, general and administrative expenses increased to 53.0% for the three months ended June 30, 2026, from 40.5% for the same period in 2025, primarily reflecting the credit loss provision and temporarily lower revenues due to the operational transitioning and readiness of onboarding a new carrier in the period.
Research and development expenses
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Research and development expenses | 875,811 | 10.9 | % | 582,609 | 6.3 | % | 293,202 | 4.6 | % | |||||||||||||||
Research and development expenses increased by $0.3 million to $0.9 million for the three months ended June 30, 2026, from $0.6 million for the three months ended June 30, 2025. As a percentage of revenue, research and development expenses increased to 10.9% for the three months ended June 30, 2026, from 6.3% for the same period in 2025.
The increase was primarily attributable to our continued investment in technology development, driven by higher personnel costs as we expanded the development team.
As development activities progressed, a greater portion of work during the three months ended June 30, 2026 was directed toward earlier-stage research and new feature exploration, which does not meet the criteria for capitalization. Accordingly, the personnel-related costs associated with capitalized software development decreased by $0.3 million to $0.2 million for the three months ended June 30, 2026, from $0.5 million for the same period in 2025. During the three months ended June 30, 2026, our IT remained focused on developing new functionalities and features for our next-generation platform.
(Loss) income before income taxes
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| (Loss) income before income taxes | (3,321,074 | ) | (41.2 | )% | 833,268 | 8.9 | % | (4,154,342 | ) | (50.1 | )% | |||||||||||||
Income before income taxes decreased by $4.1 million to a loss of $3.3 million for the three months ended June 30, 2026, from income of $0.8 million for the three months ended June 30, 2025. This decrease was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative service costs associated with the pre-designed self-funded plan administration services launched in January 2026, and increased investment in sales, marketing and technology to support long-term growth.
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Income tax benefit (expense)
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Income tax benefit (expense) | 809,888 | 10.1 | % | (202,637 | ) | (2.2 | )% | 1,012,525 | 12.3 | % | ||||||||||||||
Provision for income taxes decreased by $1.0 million to an income tax benefit of $0.8 million for the three months ended June 30, 2026, from an income tax expense of $0.2 million for the three months ended June 30, 2025. The decrease in provision for income taxes was primarily attributable to the loss before income taxes, driven by temporarily lower revenues due to the onboarding of a new carrier, higher plan administrative service costs, and increased investment in sales, marketing and technology.
Adjusted EBITDA
| Three months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Adjusted EBITDA | (1,333,077 | ) | (16.5 | )% | 1,569,016 | 16.8 | % | (2,902,093 | ) | (33.3 | )% | |||||||||||||
Adjusted EBITDA decreased by $2.9 million to negative $1.3 million for the three months ended June 30, 2026, from $1.6 million for the three months ended June 30, 2025. As a percentage of revenue, adjusted EBITDA decreased to negative 16.5% for the three months ended June 30, 2026, from 16.8% for the same period in 2025. The decrease in adjusted EBITDA was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative service costs associated with the pre-designed self-funded plan administration services launched in January 2026, and increased investment in sales, marketing and technology to support long-term growth.
Comparison of Six months ended June 30, 2026 and 2025
Revenues
| Six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Period-to-Period Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage | |||||||||||||||||||
| Revenues from underwriting modeling (ICE) | 2,741,461 | 16.3 | % | 4,442,560 | 25.6 | % | (1,701,099 | ) | (38.3 | )% | ||||||||||||||
| Revenues from fees (SMR) | 14,086,805 | 83.7 | % | 12,886,273 | 74.4 | % | 1,200,532 | 9.3 | % | |||||||||||||||
| Program and platform management fees | 4,675,902 | 27.8 | % | 12,886,273 | 74.4 | % | (8,210,371 | ) | (63.7 | )% | ||||||||||||||
| Self-funded plan administration fee | 9,410,903 | 55.9 | % | — | — | % | 9,410,903 | NM | ||||||||||||||||
| Total revenues | 16,828,266 | 100.0 | % | 17,328,833 | 100.0 | % | (500,567 | ) | (2.9 | )% | ||||||||||||||
“NM” denotes that the percentage change is not meaningful.
Total revenues for the six months ended June 30, 2026 reached $16.8 million, down 2.9% from $17.3 million in the same period of 2025. The decline was primarily attributable to onboarding of a new stop-loss insurance carrier, as the operational transition and coordination between new and existing carrier caused temporary delays in sales. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the 12 or 36-month contract term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026.
Although the services provided by SMR and ICE are delivered as an interdependent and integrated solution and we evaluate their performance based on the total revenues generated, we provide the following breakdown for transparency. While revenues from underwriting modeling generated from ICE decreased by $1.7 million to $2.7 million, this decline was partially offset by a $1.2 million increase in revenues from fees generated from SMR, resulting in a net decrease of $0.5 million in total revenues from the integrated solution.
Revenues from fees continue to outpace revenues from underwriting modeling as SMR launched the pre-designed self-funded plan administration services effective on January 1, 2026. SMR enhances its services to offer pre-designed self-funded plans to employers, leveraging years of experience selecting and managing the vendors that are essential to the plan. This new service model provides employers with more streamlined, differentiated and flexible self-funded plan arrangements.
39
Cost of revenues
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Cost of revenues | 8,396,374 | 49.9 | % | 5,663,564 | 32.7 | % | 2,732,810 | 17.2 | % | |||||||||||||||
Cost of revenues increased by $2.7 million to $8.4 million for the six months ended June 30, 2026, from $5.7 million for the six months ended June 30, 2025. As a percentage of revenue, cost of revenues increased to 49.9% for the six months ended June 30, 2026, from 32.7% for the same period in 2025.
The increase was primarily attributable to costs of plan administrative services provided by the TPA and other vendors assigned to each TPA, as we continued to enhance our services and launched the pre-designed plan offerings in January 2026, which gave rise to the related plan administrative costs.
Sales and marketing expenses
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Sales and marketing expenses | 4,507,490 | 26.8 | % | 2,316,993 | 13.4 | % | 2,190,497 | 13.4 | % | |||||||||||||||
Sales and marketing expenses were $4.5 million for the six months ended June 30, 2026, nearly doubled compared to $2.3 million for the six months ended June 30, 2025. As a percentage of revenue, sales and marketing expenses increased to 26.8% for the six months ended June 30, 2026, compared to 13.4% for the same period in 2025, primarily due to the increase in sales distribution fees with agencies, which drives revenue growth without the need for a large in-house sales force.
General and administrative expenses
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| General and administrative expenses: | ||||||||||||||||||||||||
| Operations division | 1,990,253 | 11.8 | % | 2,786,464 | 16.1 | % | (796,211 | ) | (4.3 | )% | ||||||||||||||
| Administrative division | 5,734,399 | 34.1 | % | 4,235,754 | 24.4 | % | 1,498,645 | 9.7 | % | |||||||||||||||
| Total General and administrative expenses | 7,724,652 | 45.9 | % | 7,022,218 | 40.5 | % | 702,434 | 5.4 | % | |||||||||||||||
We bifurcate general and administrative expenses as follows:
Operations division — The operations division mainly consists of payroll, stock-based compensation expense and benefits expenses incurred related to our underwriting, claims management, operations development, enrollment, nursing and strategic program development personnel.
Administrative division — The administrative division mainly represents payroll, stock-based compensation expense and benefits expenses incurred related to Executives, Human Resources, Accounting, Finance and Legal related personnel.
40
General and administrative expenses increased by $0.7 million to $7.7 million for the six months ended June 30, 2026, from $7.0 million for the six months ended June 30, 2025. The increase was primarily attributable to a provision for credit losses on other receivables of $0.7 million related to the Deferred Administrative Surplus, partially offset by lower operations division personnel costs resulting from workforce optimization initiatives. As a percentage of revenue, general and administrative expenses increased to 45.9% for the six months ended June 30, 2026, from 40.5% for the same period in 2025, primarily reflecting the credit loss provision and temporarily lower revenues due to the operational transitioning and readiness of onboarding a new carrier in the period.
Research and development expenses
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Research and development expenses | 1,796,206 | 10.7 | % | 1,120,330 | 6.5 | % | 675,876 | 4.2 | % | |||||||||||||||
Research and development expenses increased by $0.7 million to $1.8 million for the six months ended June 30, 2026, from $1.1 million for the six months ended June 30, 2025. As a percentage of revenue, research and development expenses increased to 10.7% for the six months ended June 30, 2026, from 6.5% for the same period in 2025.
The increase was primarily attributable to our continued investment in technology development, driven by higher personnel costs as we expanded the development team.
As development activities progressed, a greater portion of work during the six months ended June 30, 2026 was directed toward earlier-stage research and new feature exploration, which does not meet the criteria for capitalization. Accordingly, the personnel-related costs associated with capitalized software development decreased by $0.6 million to $0.5 million for the six months ended June 30, 2026, from $1.1 million for the same period in 2025. During the six months ended June 30, 2026, our IT remained focused on developing new functionalities and features for our next-generation platform.
(Loss) income before income taxes
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| (Loss) income before income taxes | (5,389,424 | ) | (32.1 | )% | 1,517,691 | 8.8 | % | (6,907,115 | ) | (40.9 | )% | |||||||||||||
Income before income taxes decreased by $6.9 million to a loss of $5.4 million for the six months ended June 30, 2026, from income of $1.5 million for the six months ended June 30, 2025. This decrease was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative service costs associated with the pre-designed self-funded plan administration services launched in January 2026, and increased investment in sales, marketing and technology to support long-term growth.
41
Income tax benefit (expense)
| Six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Period-to-Period Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Income tax benefit (expense) | 1,289,957 | 7.7 | % | (388,468 | ) | (2.2 | )% | 1,678,425 | 9.9 | % | ||||||||||||||
Provision for income taxes decreased by $1.7 million to an income tax benefit of $1.3 million for the six months ended June 30, 2026, from an income tax expense of $0.4 million for the six months ended June 30, 2025. The decrease in provision for income taxes was primarily attributable to the loss before income taxes, driven by temporarily lower revenues due to the onboarding of a new carrier, higher plan administrative service costs, and increased investment in sales, marketing and technology.
Adjusted EBITDA
| Six months ended June 30, | Period-to-Period | |||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||||||||
| Adjusted EBITDA | (2,621,592 | ) | (15.6 | )% | 2,797,227 | 16.1 | % | (5,418,819 | ) | (31.7 | )% | |||||||||||||
Adjusted EBITDA decreased by $5.4 million to negative $2.6 million for the six months ended June 30, 2026, from $2.8 million for the six months ended June 30, 2025. As a percentage of revenue, adjusted EBITDA decreased to negative 15.6% for the six months ended June 30, 2026, from 16.1% for the same period in 2025. The decrease in adjusted EBITDA was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative service costs associated with the pre-designed self-funded plan administration services launched in January 2026, and increased investment in sales, marketing and technology to support long-term growth.
Liquidity and Capital Resources
Sources of Liquidity
To date, we have funded our operations primarily through cash generated from operating activities, our IPO completed in December 2024, and our PIPE financing completed in March 2026.
Our cash and cash equivalents as of June 30, 2026 were held in order to fund our working capital needs. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.
Accordingly, our cash and cash equivalents are invested primarily in demand deposit and money market accounts that are currently providing minimal returns. We believe our existing cash reserves, together with cash generated from our operating activities, will allow us to continue as a going concern at least twelve months from the date of this Quarterly Report on Form 10-Q.
Summary of Cash Flows
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash (used in) provided by: | ||||||||
| Operating activities | $ | (6,231,567 | ) | $ | 2,008,629 | |||
| Investing activities | (959,123 | ) | (1,613,372 | ) | ||||
| Financing activities | 6,035,749 | (106,339 | ) | |||||
| (Decrease) Increase in cash and cash equivalents | $ | (1,154,941 | ) | $ | 288,918 | |||
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Operating Activities
Net cash used in operating activities was $6.2 million for the six months ended June 30, 2026, compared to $2.0 million of net cash provided by operating activities for the same period in 2025. This shift was primarily due to the net loss in the six months ended June 30, 2026, compared to net income in the same period in 2025, along with increased working capital requirements.
Cash used in operating activities for the six months ended June 30, 2026, principally resulted from a net loss of $4.1 million, offset by $1.6 million in adjustments for non-cash items primarily related to amortization, deferred tax benefit, stock-based compensation expense, and provision for credit losses on other receivables. This also included $3.7 million of cash used to fund changes in working capital, including an increase in accounts receivable of $7.8 million, a decrease in prepaid expenses and other assets of $0.8 million, an increase in accounts payable and accrued expenses of $4.3 million and a decrease in other current liabilities of $1.0 million.
Cash provided by operating activities for the six months ended June 30, 2025, principally resulted from our net income of $1.1 million, $2.3 million in adjustments for non-cash items primarily related to amortization, provision for refund liability and stock-based compensation expense, and offset by $1.4 million of cash used to fund changes in working capital, including a decrease in accounts receivable of $0.4 million, an increase in other receivables of $3.4 million, an increase in prepaid expenses and other current assets of $0.2 million, an increase in long-term prepaid expenses of $0.4 million, an increase in accounts payable and accrued expenses of $2.3 million and a decrease in income taxes payable of $0.1 million.
Investing Activities
Cash used in investing activities decreased by $0.6 million to $1.0 million for the six months ended June 30, 2026, compared to $1.6 million for the same period in 2025. The decrease was partially attributable to the timing of payments for capitalized software development costs. The primary use of cash in investing activities for the six months ended June 30, 2026 and 2025 were both related to the development of our proprietary AI-enabled platform, reflecting our continued investment in enhancing our technology platforms.
Financing Activities
Net cash provided by financing activities was $6.0 million for the six months ended June 30, 2026, compared to $0.1 million of net cash used in financing activities for the same period in 2025. The increase was primarily attributable to proceeds from the issuance of Class A Common Stock in connection with our PIPE financing. For the six months ended June 30, 2025, the primary use of cash in financing activity was related to the payments of deferred offering cost for our public offering.
Contractual Obligations and Commitments
Our principal commitments consist of obligations under our non-cancellable lease for our office. The following table summarizes the contractual obligations as of June 30, 2026. Future events could cause actual payments to differ from these estimates.
| Payment due by period | ||||||||||||||||||||
| Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | ||||||||||||||||
| Operating lease obligations | 109,657 | 87,597 | 22,060 | — | — | |||||||||||||||
Critical Accounting Policies and Estimate
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The critical accounting estimate discussed below is one we believe involves a significant level of estimation uncertainty and has had a material impact on our results of operations during the current period. Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates.
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Allowance for Credit Losses on Other Receivables
During the second quarter of 2026, we identified the allowance for credit losses on Other Receivables as a critical accounting estimate because the estimate involves significant management judgment and uncertainty in assessing expected collectability based on information available as of each balance sheet date.
The allowance for credit losses represents our estimate of expected credit losses on Other Receivables as of each balance sheet date. In estimating the allowance, we consider factors including the aging and collection history of the receivables, the length of time amounts has remained outstanding, information obtained through the collection process, and other relevant facts and circumstances affecting expected collectability.
During the second quarter of 2026, we updated our assessment of the collectability of certain Other Receivables based on collection experience and information obtained through the collection process. As of June 30, 2026 and December 31, 2025, the allowance for credit losses were $1,094,156 and $377,587, respectively.
The determination of the allowance requires significant management judgment, particularly with respect to the timing and amount of expected collections. Changes in collection experience, the availability of information necessary to support collection efforts, or other facts and circumstances affecting collectability could result in changes to our estimate of expected credit losses and could materially affect our results of operations. See Note 2 to the unaudited consolidated financial statements for additional information regarding the allowance for credit losses.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard calls for enhanced disclosures about components of expense captions on the face of the income statement. This standard will be effective for fiscal years beginning after December 15, 2026, with the option to apply it retrospectively. Early adoption is allowed. Currently, we are assessing the potential impact of this guidance on our consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The new standard is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is allowed. The new standard may be applied prospectively, retrospectively, or via a modified prospective transition method. Currently, we are assessing the potential impact of this guidance on our consolidated financial statement disclosures.
We do not believe that any other recently issued but not yet effective accounting pronouncements are expected to have a material effect on our consolidated financial statements.
JOBS Act
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. We have elected to early adopt certain new accounting standards, as disclosed herein. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. Accordingly, Management believes that the financial statement contained elsewhere in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, during the period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not party to any material legal proceedings. We have in the past, and from time to time may be in the future, involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.
Item 1A. Risk Factors
Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25, 2026, and our subsequent filings with the SEC. In addition to those in our prior filings, the following is an additional risk factor to consider:
Our ability to accurately perform underwriting procedures
Our growth is significantly dependent on our ability to accurately perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.
While our agreements with brokers, TPAs, carriers, MGUs and other third-party agents generally do not necessitate our payment of fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of any carrier, such a failure could cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially affecting our financial standing and market competitiveness.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| (a) | Recent Sales of Unregistered Equity Securities |
On June 15, 2026, we issued 95,238 RSAs outside of our equity incentive plans to a consulting firm in exchange for the firm’s consulting services. The Company issued such restricted stock in reliance upon the exemption from the securities registration requirements of the Securities Act of 1933, as amended, afforded by the provisions of Section 4(a)(2) thereof and the rules and regulations promulgated thereunder.
| (b) | Use of Proceeds |
None.
| (c) | Issuer Purchases of Equity Securities |
None.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(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.
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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.
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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,
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.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Exhibits 32.1 and 32.2 are being furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
| (1) | Filed as an exhibit to the registrant’s Annual Report on Form 10-K filed with the SEC on March 17, 2025. |
| (2) | Filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2025. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Health In Tech, Inc. | ||
| Date: August 13, 2026 | By: | /s/ Tim Johnson |
| Tim Johnson | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ LinLin Qian |
| LinLin Qian | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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