GMEX Robotics (NASDAQ: GMEX) secures $2M PIPE with warrants and 20% premium pricing
Rhea-AI Filing Summary
GMEX Robotics Corporation entered into a private placement securities purchase agreement with accredited investors for gross proceeds of $2 million. The company will issue 1,870,558 Class A ordinary shares and 3,741,116 warrants, each initially exercisable at $1.0692 per share, a 20% premium to the June 8, 2026 closing price.
Investors signed secured promissory notes, making payment for the securities due within 90 days, with the shares and warrants pledged as collateral and subject to transfer restrictions and a 12‑month lock-up. Warrants are exercisable immediately and expire on the 30th day after closing. GMEX may raise up to an additional $8 million on the same terms and plans to use proceeds to support operations, growth initiatives, acquisitions and general corporate purposes.
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Insights
GMEX secures a $2M premium-priced PIPE with short-dated warrants.
GMEX Robotics arranged a private investment in public equity for gross proceeds of $2 million, issuing 1,870,558 shares plus 3,741,116 short-term warrants. The pricing at $1.0692 per share, a 20% premium to the June 8, 2026 close, is favorable compared with typical discounted PIPEs.
Investors pay via secured promissory notes due within 90 days, with the securities held in trust and subject to cancellation on non-payment. Warrants are exercisable immediately, expire on the 30th day after closing, and include anti‑dilution and beneficial ownership limits, as well as a 12‑month lock-up for purchasers.
The company may raise up to an additional $8 million on identical terms, and a financial advisor will receive a 2.5% fee on gross proceeds. Future filings may clarify whether additional closings occur under this facility and how the capital supports the stated growth and acquisition plans.
Key Figures
Key Terms
private placement financial
PIPE financing financial
secured promissory note financial
beneficial ownership limitations financial
lock-up financial
Regulation D regulatory
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 June 2026
Commission File Number 001-41774
GMEX Robotics 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 ☐
Private Placement of Class A Ordinary Shares and Warrants
On June 8, 2026, GMEX Robotics Corporation, a British Virgin Islands company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 1,870,558 Class A ordinary shares, par value $0.0896 per share, of the Company (the “Shares”), and private warrants to purchase an aggregate of 3,741,116 Class A ordinary shares of the Company (the “Warrants” and, together with the Shares and the shares issuable upon exercise of the Warrants, the “Securities”), for an aggregate purchase price of $2,000,000, before deducting placement agent fees and other offering expenses payable by the Company.
The purchase price for the Shares sold in the offering was $1.0692 per ordinary share, which represents a 20% premium to the closing price of the Company’s Class A ordinary shares on June 08, 2026.
Pursuant to the Purchase Agreement, the Purchasers’ obligation to pay the purchase price for the Securities sold in the initial closing is absolute and unconditional and is payable no later than the 90th day following the closing. Each Purchaser was required to execute a secured promissory note in favor of the Company to evidence such payment obligation. The notes are secured by the Shares, the Warrants, and all Class A ordinary shares issuable upon exercise of the Warrants. The security interest does not limit the Company’s right to bring a collection action against any Purchaser on such Purchaser’s unconditional promise to pay. Pending payment in full, the Securities are subject to transfer restrictions, restrictive legends and stop-transfer instructions and are held in trust by the Company in the name of each Purchaser. The Company will have the right, in addition to all other remedies available at law or in equity, to cancel the applicable Shares and Warrants if a Purchaser fails to timely pay the purchase price.
Each Warrant has an initial exercise price of $1.0692 per share, subject to adjustment as provided in the Warrant. The Warrants are exercisable from the date of closing and will expire on at the close of business on the 30th date thereafter. The Warrants may be exercised for cash or, at the holder’s election, on a cashless basis pursuant to the formula set forth in the Warrants. The Warrants also contain customary adjustments for share dividends, share splits, combinations, reclassifications and fundamental transactions, together with certain reset and anti-dilution provisions, beneficial ownership limitations and limitations designed to comply with applicable Nasdaq rules, including any required shareholder approval requirements.
The Company may sell additional Class A ordinary shares in one or more additional closings under the same terms as the Purchase Agreement for up to $8 million of proceeds and Purchasers shall have certain rights to participate in same as prescribed by the Purchase Agreement, subject to certain limits.
The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. The Company agreed to file a Form D with the Securities and Exchange Commission and to make such state securities or blue sky filings as may be required in connection with the private placement.
The Purchase Agreement also provides that the Purchasers will be subject to a 12-month lock-up following the closing date, subject to certain limited permitted transfers to affiliates who agree to be bound by the same restrictions.
The Purchase Agreement provides that, for a period ending on the second anniversary of the initial closing, if the Company commences certain subsequent private placements of Class A ordinary shares, with or without warrants or other securities, for cash, the Company will provide the Purchasers with prior written notice and the right, but not the obligation, to participate in such subsequent offering on the same terms and conditions offered to other investors, subject to applicable law, Nasdaq rules and applicable ownership or issuance limitations. These participation rights cease to apply once the aggregate subscriptions by the applicable Purchaser, including such Purchaser’s subscription amount under the Purchase Agreement, equal at least $500,000.
Rodman & Renshaw, a financial advisor to the Company, will receive a fee equal to 2.5% of the gross proceeds received by the Company in the private placement.
The foregoing descriptions of the Purchase Agreement, the Warrants and the secured promissory notes do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Warrant and the form of secured promissory note, copies of which are attached hereto as Exhibits 10.1, 4.1 and 10.2, respectively, and are incorporated herein by reference.
Press Release
On June 9, 2026, the Company issued a press release announcing the entry into the Purchase Agreement and the private placement. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Private Warrant. | |
| 10.1 | Form of Securities Purchase Agreement, dated as of June 8, 2026, by and among GMEX Robotics Corporation and the purchasers party thereto. | |
| 10.2 | Form of Secured Promissory Note | |
| 99.1 | Press Release, dated June 9, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| GMEX ROBOTICS CORPORATION | ||
| Date: June 9, 2026 | ||
| By: | /s/ Yinying Lu | |
| Name: | Yinying Lu | |
| Title: | Chief Executive Officer and Director | |
Exhibit 99.1
GMEX Robotics Announces $2 Million Private Investment at $1.0692 Per Share, a 20% Premium from Latest Market Close
SYDNEY, Australia, June 09, 2026 (GLOBE NEWSWIRE) -- GMEX Robotics Corporation (NASDAQ: GMEX) (“GMEX” or the “Company”), a developer of AI-powered robotic technologies, today announced it has entered into a securities purchase agreement for a private investment in public equity (the “PIPE”) financing with certain investors for gross proceeds of $2 million. GMEX intends to use the proceeds from the PIPE financing to support ongoing operations, advance strategic growth initiatives, acquisitions, and for general corporate purposes.
Pursuant to the terms of the securities purchase agreement, GMEX will issue 1,870,558 ordinary shares and 3,741,116 warrants to purchase 3,741,116 ordinary shares, initially exercisable at $1.0692 per share, subject to adjustment. The PIPE financing was priced at $1.0692 per ordinary share, which represents a 20% premium to the closing price of the Company’s ordinary shares on June 08, 2026. The issuance of the ordinary shares and warrants in the Private Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The investors are not afforded registration rights and the Company is not obligated to provide registration rights to the investors, which reflected long term belief in and commitment to the Company from the investors. The PIPE financing is expected to close on or about June 11, 2026.
The securities issued in the PIPE financing have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About GMEX Robotics
Formerly known as Fitell Corporation, GMEX Robotics is a technology company operating at the intersection of consumer health and advanced automation. Building on a foundation of fitness equipment e-commerce, the Company is expanding its mission to design and deliver AI-driven robotic solutions that prioritize genuine consumer needs.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this press release are forward-looking statements. 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 annual report on Form 20-F and other filings with the Securities Exchange Commission.
Media Contact:
Jacqueline Grose
CORE IR & PR
Press@GMEXRobotics.com
(212) 655-0924
www.GMEXRobotics.com
Investor Contact:
CoreIR
IR@GMEXRobotics.com