GMEX 6-K
GMEX Robotics Corp (GMEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number 001-41774
Fitell Corporation
(Translation of registrant’s name into English)
23-25 Mangrove Lane
Taren Point, NSW 2229
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Share Consolidation
On December 16, 2025, as approved and authorized by the shareholders of Fitell Corporation (the “Company”) at the Extraordinary General Meeting of Members held on December 12, 2025, the Board of Directors of the Company approved a share consolidation of the Company’s (i) outstanding Class A ordinary shares at a ratio of 1-for-8, with a post-share consolidation par value of $0.0128 each and (ii) outstanding Class B ordinary share at a ratio of 1-for-2, with a post-share consolidation part value of $0.0032 each, effective on January 8, 2026 (the “Share Consolidation”).
Upon the market opening on January 8, 2026, the Company’s Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “FTEL” with the new CUSIP number G35150146.
As of January 5, 2026, there were 9,666,791 of the Company’s Class A ordinary shares outstanding and 402,500 Class B ordinary shares outstanding. Effecting the Share Consolidation will reduce the outstanding Class A ordinary shares to 1,208,349 and the outstanding Class B ordinary shares to 201,250. As a result of the Share Consolidation, the Company’s authorized share capital will be $2,000,000 divided into (a) 154,237,500 Class A ordinary shares of a par value of US$0.0128 each; and (b) 8,050,000 Class B ordinary shares of a par value of US$0.0032 each.
A copy of the press release dated January 5, 2026, announcing the Share Consolidation, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form F-3 (Registration Number 333-284232) and into each prospectus outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 5, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: January 5, 2026 | FITELL CORPORATION | |
| By: | /s/ Yinying Lu | |
| Yinying Lu | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Exhibit 99.1
Fitell Corporation Announces Share Consolidation
TAREN POINT, Australia, January 5, 2026 (GLOBE NEWSWIRE) — Fitell Corporation (Nasdaq: FTEL) (the “Company”), today announced that it will effect a share consolidation of (i) its outstanding Class A ordinary shares, par value of $0.0016 per share, at a ratio of 1-for-8, with a post-share consolidation par value of $0.0128, and (ii) its outstanding Class B ordinary shares, par value of $0.0016, at a ratio of 1-for-2, with a post-share consolidation par value of $0.0032, effective on January 8, 2026 (the “Share Consolidation”). The Company’s Class A ordinary shares are expected to begin trading on a post-consolidation basis at the open of the market session on January 8, 2026. Upon the market opening on January 8, 2026, the Company’s Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “FTEL” with the new CUSIP number G35150146. This decision represents a deliberate capital structure optimization, aligning the company’s market profile with its significant operational progress and ambitious future roadmap.
The Share Consolidation was approved by the Company’s shareholders at the Extraordinary General Meeting of Members held on December 12, 2025. Subsequently, the Board of Directors fix the share consolidation ratio by way of written resolutions dated December 16, 2025.
As of January 5, 2026, there were 9,666,791 of the Company’s Class A ordinary shares outstanding and 402,500 Class B ordinary shares outstanding. Effecting the Share Consolidation will reduce the outstanding Class A ordinary shares to 1,208,349 and the outstanding Class B ordinary shares to 201,250. As a result of the Share Consolidation, the Company’s authorized share capital will be $2,000,000 divided into (a) 154,237,500 Class A ordinary shares of a par value of US$0.0128 each; and (b) 8,050,000 Class B ordinary shares of a par value of US$0.0032 each.
“We are building a company designed for scale, performance, and sustained value creation,” stated Sam Lu, Chief Executive Officer of Fitell Corporation. “The Strengthened equity profile provides greater flexibility and a more robust platform for future value-accretive initiatives. This positions us optimally to consider strategic partnerships, acquisitions, or other capital market activities from a position of strength”.
As a result of the Share Consolidation, every eight (8) shares of the Company’s Class A ordinary shares will be automatically consolidated into one (1) Class A ordinary share and every two (2) shares of the Company’s Class B ordinary shares will be automatically consolidated into one (1) Class B ordinary share. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation, and in the event that a shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation, the number of shares to be received by such shareholder will be rounded up to one ordinary share of the same class in lieu of the fractional share that would have resulted from the Share Consolidation. Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.
The Company’s transfer agent, Vstock Transfer LLC, which is also acting as the exchange agent for the Share Consolidation, will send instructions to shareholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take action to implement the exchange of their shares.
About Fitell Corporation
Fitell Corporation, through GD Wellness Pty Ltd (“GD”), its wholly owned subsidiary, is an online retailer of gym and fitness equipment both under its proprietary brands and other brand names in Australia. The company’s mission is to build an ecosystem with a whole fitness and wellness experience powered by technology to our customers. GD has served over 100,000 customers with large portions of sales from repeat customers over the years. The Company’s brand portfolio can be categorized into three proprietary brands under its Gym Direct brand: Muscle Motion, Rapid Motion, and FleetX, in over 2,000 stock-keeping units (SKUs). For additional information, please visit the Company’s website at www.fitellcorp.com.
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events and include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of proceeds from the offering. These forward-looking statements involve known and unknown risks and uncertainties, including market and other conditions, and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Chief Financial Officer
Edwin Tam
Investor Relations
X
@FitellCorp