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GMEX Robotics (Nasdaq: GMEX) cuts share count with May 2026 consolidation

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6-K

Rhea-AI Filing Summary

GMEX Robotics Corporation is implementing a share consolidation of its ordinary shares effective May 1, 2026. Every seven Class A shares will be combined into one Class A share and every twenty-eight Class B shares into one Class B share, each with a post-consolidation par value of $0.0896.

As of April 28, 2026, Class A shares outstanding will decrease from 6,007,099 to 858,157 and Class B shares from 201,250 to 7,188. The company will be authorized to issue up to 22,321,429 shares in total, divided into 22,033,929 Class A and 287,500 Class B shares. The Class A shares will continue trading on Nasdaq under the symbol GMEX with a new CUSIP number G3514S120.

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Insights

GMEX is executing a reverse share consolidation, reshaping its share count without changing overall equity value.

GMEX Robotics Corporation approved a share consolidation where every seven Class A shares and every twenty-eight Class B shares convert into one share of the same class, each with a post-consolidation par value of $0.0896. This materially reduces the number of shares outstanding.

Class A shares outstanding drop from 6,007,099 to 858,157 and Class B from 201,250 to 7,188 as of April 28, 2026. Authorized capital becomes 22,321,429 shares across both classes. The filing characterizes this as a deliberate capital structure optimization while maintaining the Nasdaq listing under symbol GMEX.

The economic ownership percentages for shareholders are expected to remain proportionally the same, as all outstanding warrants and equity rights are adjusted in line with the consolidation and fractional shares are rounded up to one whole share. Future company disclosures may clarify how this capital structure supports partnerships, acquisitions, or other capital market activities referenced in the press release.

Class A consolidation ratio 1-for-7 Class A shares Share consolidation effective May 1, 2026
Class B consolidation ratio 1-for-28 Class B shares Share consolidation effective May 1, 2026
Post-consolidation par value $0.0896 per share Par value for both Class A and Class B
Class A shares outstanding pre/post 6,007,099 to 858,157 shares As of April 28, 2026 and after consolidation
Class B shares outstanding pre/post 201,250 to 7,188 shares As of April 28, 2026 and after consolidation
Authorized total shares 22,321,429 shares Authorized capital after consolidation
Authorized Class A shares 22,033,929 shares Class A authorized after consolidation
Authorized Class B shares 287,500 shares Class B authorized after consolidation
Share Consolidation financial
"effective on May 1, 2026 (the “Share Consolidation”)."
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
par value financial
"with a post-share consolidation par value of US$0.0896 each"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
BVI Business Companies Act regulatory
"Pursuant to the BVI Business Companies Act (as amended)"
A legal framework that sets the rules for forming, running and dissolving companies incorporated in the British Virgin Islands, acting like a rulebook for corporate structure, ownership and governance. It matters to investors because it defines legal rights, liability protections, reporting obligations and how disputes or ownership changes are handled — similar to knowing a building’s blueprints and emergency exits before buying a condo in that jurisdiction.
CUSIP number financial
"under the symbol “GMEX” with the new CUSIP number G3514S120."
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Memorandum and Articles of Association regulatory
"the Company’s Memorandum and Articles of Association, the Company’s Board"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.
Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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 April 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 ☐

 

 

 

 

 

 

Share Consolidation

 

On April 6, 2026, as approved and authorized by the board of directors of GMEX Robotics Corporation (the “Company”), the Company implemented a share consolidation of the Company’s (i) issued and unissued existing Class A ordinary shares at a ratio of 1-for-7, with a post-share consolidation par value of US$0.0896 each and (ii) issued and unissued existing Class B ordinary share at a ratio of 1-for-28, with a post-share consolidation part value of US$0.0896 each, effective on May 1, 2026 (the “Share Consolidation”). Pursuant to the BVI Business Companies Act (as amended) and the Company’s Memorandum and Articles of Association, the Company’s Board of Directors is authorized to effect the Share Consolidation without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or will be sought in respect of the Share Consolidation.

 

Upon the market opening on May 1, 2026, the Company’s Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “GMEX” with the new CUSIP number G3514S120.

 

As of April 28, 2026, there were 6,007,099 of the Company’s Class A ordinary shares outstanding and 201,250 Class B ordinary shares outstanding. Effecting the Share Consolidation will reduce the outstanding Class A ordinary shares to 858,157 and the outstanding Class B ordinary shares to 7,188. As a result of the Share Consolidation, the Company is authorized to issue a maximum of 22,321,429 shares of US$0.0896 par value each divided into (a) 22,033,929 Class A ordinary shares of a par value of US$0.0896 each; and (b) 287,500 Class B ordinary shares of a par value of US$0.0896 each.

 

On April 8, 2026, the Company filed the second amended and restated memorandum and articles of association to Registrar of Corporate Affairs of the British Virgin Islands in connection with the Share Consolidation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

A copy of the press release dated April 28, 2026, announcing the Share Consolidation, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

This Form 6-K, including exhibits hereto, 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
3.1   Second Amended and Restated Memorandum of Association and Articles of Association (adopted by resolution of directors passed on April 6, 2026 and filed on April 8, 2026)
99.1   Press Release dated April 28, 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: April 28, 2026 GMEX Robotics Corporation
         
  By: /s/ Yinying Lu
    Yinying Lu
    Chief Executive Officer and Director
    (Principal Executive Officer)

 

 

 

 

 

 

Exhibit 99.1

 

 

GMEX Robotics Corporation Announces Share Consolidation

 

TAREN POINT, Australia, April 28, 2026 (GLOBE NEWSWIRE) — GMEX Robotics Corporation (Nasdaq: GMEX) (the “Company”), today announced that it will effect a share consolidation of (i) its issued and unissued existing Class A ordinary shares, par value of $0.0128 per share, at a ratio of 1-for-7, with a post-share consolidation par value of $0.0896, and (ii) its issued and unissued existing Class B ordinary shares, par value of $0.0032, at a ratio of 1-for-28, with a post-share consolidation par value of $0.0896, effective on May 1, 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 May 1, 2026. Upon the market opening on May 1, 2026, the Company’s Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “GMEX” with the new CUSIP number G3514S120. 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 board of director on April 6, 2026. Pursuant to the BVI Business Companies Act (as amended) and the Company’s Memorandum and Articles of Association, the Company’s Board of Directors is authorized to effect the Share Consolidation without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or will be sought in respect of the Share Consolidation.

 

As of April 28, 2026, there were 6,007,099 of the Company’s Class A ordinary shares outstanding and 201,250 Class B ordinary shares outstanding. Effecting the Share Consolidation will reduce the outstanding Class A ordinary shares to 858,157 and the outstanding Class B ordinary shares to 7,188. As a result of the Share Consolidation, the Company is authorised to issue a maximum of 22,321,429 shares of US$0.0896 par value each divided into (a) 22,033,929 Class A ordinary shares of a par value of US$0.0896 each; and (b) 287,500 Class B ordinary shares of a par value of US$0.0896 each.

 

“We are building a company designed for scale, performance, and sustained value creation,” stated Sam Lu, Chief Executive Officer of GMEX Robotics 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 seven (7) shares of the Company’s Class A ordinary shares will be automatically consolidated into one (1) Class A ordinary share and every twenty-eight (28) 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 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 registration statement 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

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What share consolidation is GMEX Robotics (Nasdaq: GMEX) implementing?

GMEX Robotics is consolidating its shares so that every seven Class A shares become one Class A share and every twenty-eight Class B shares become one Class B share, each with a new par value of $0.0896 per share effective May 1, 2026.

How does the GMEX Robotics share consolidation affect outstanding shares?

The consolidation reduces Class A shares outstanding from 6,007,099 to 858,157 and Class B shares from 201,250 to 7,188 as of April 28, 2026, while proportionally adjusting warrants and other equity rights to maintain relative ownership percentages.

Will GMEX Robotics change its Nasdaq ticker after the share consolidation?

GMEX Robotics’ Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol GMEX. Only the CUSIP number will change to G3514S120, and trading on a post-consolidation basis is expected to begin at market open on May 1, 2026.

Do GMEX Robotics shareholders need to take action for the share consolidation?

Shareholders holding GMEX Robotics shares in electronic form through brokers do not need to act; their positions adjust automatically. Registered shareholders with physical certificates will receive instructions from transfer agent Vstock Transfer LLC if they wish to exchange old certificates for new ones.

How many shares is GMEX Robotics authorized to issue after the consolidation?

Following the consolidation, GMEX Robotics is authorized to issue up to 22,321,429 shares with par value $0.0896 each, comprising 22,033,929 Class A ordinary shares and 287,500 Class B ordinary shares, according to its amended memorandum and articles of association.

How will fractional GMEX Robotics shares be handled in the consolidation?

GMEX Robotics will not issue fractional shares in the consolidation. If a shareholder would otherwise receive a fraction, the amount is rounded up so the investor receives one whole ordinary share of the same class instead of a fractional entitlement.

Filing Exhibits & Attachments

31 documents

Press Releases

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