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Fitell Corporation has completed its redomiciliation from the Cayman Islands to the British Virgin Islands as a BVI business company, following shareholder approval at an extraordinary general meeting on December 12, 2025. The move was completed after the close of trading on the Nasdaq Capital Market on March 6, 2026.
All issued and outstanding ordinary shares of Fitell were exchanged on a one-for-one basis for newly issued ordinary shares of the BVI company, so existing ownership percentages remain the same. Fitell’s Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol FTEL, with a new CUSIP number.
The company expects the redomiciliation to save costs, streamline reporting requirements, and reduce administrative burden for both the company and investors. Fitell continues to operate its Australian-based online gym and fitness equipment retail business through its wholly owned subsidiary GD Wellness Pty Ltd.
Fitell Corporation is highlighting two developments: a new AI-powered consumer product and progress on a previously announced stock buyback. The company issued a press release unveiling 2FCulinary AI, described as its first AI-driven personal robot chef designed to create personalized meals.
Fitell also described steps to implement its $3.0 million share repurchase program. It has opened a share repurchase account with Rodman & Renshaw LLC, and the program is expected to start on December 15, 2025, following board approval on November 27, 2025. A repurchase program allows a company to buy back some of its own shares, reducing the amount held by public investors over time.
Fitell Corporation reports the results of its extraordinary general meeting held on December 12, 2025. Shareholders holding 986,251 ordinary shares, out of 1,945,192 issued and outstanding and entitled to vote as of the October 2, 2025 record date, were represented, and all resolutions were approved.
One key resolution authorizes the board to set a share consolidation ratio within an approved range and to amend the company’s memorandum accordingly within one year after the meeting. The information in this report is also incorporated by reference into Fitell’s existing Form F-3 registration statement.
Fitell Corporation furnished a Form 6-K to provide investors with its fiscal year 2025 results. The company did this by attaching a press release titled “Fitell Corporation Announces Fiscal Year 2025 Results” as Exhibit 99.1.
The press release is also incorporated by reference into Fitell’s existing Form F-3 shelf registration statement, meaning those fiscal 2025 results are now formally part of the disclosure package that can be used for potential future securities offerings under that registration.
Fitell Corporation (FTEL) filed its annual report on Form 20-F, detailing significant capital structure changes and key business risks. Shareholders approved a dual‑class structure and a 1‑for‑16 share consolidation; the board set the consolidation effective on September 23, 2025. Class B ordinary shares carry 30 votes per share.
Shares outstanding were 21,020,597 Class A ordinary shares as of June 30, 2025 (or 1,313,788 when retroactively adjusted for the consolidation). The filing highlights reliance on consumer discretionary spending, intense competition in fitness retail, and supply chain exposure, with approximately 81% of products purchased in FY2025 manufactured in China. The company continues to develop digital and interactive fitness offerings while noting cybersecurity, inventory management, and potential capital needs as ongoing risks.
Fitell Corporation filed a prospectus supplement for a primary offering of $50,000,000 aggregate original principal of Series C senior secured convertible notes, with Class A Ordinary Shares issuable upon conversion and as interest shares. The notes carry 6.0% annual interest, payable monthly in shares or cash, and mature two years from issuance.
The Series C Notes are secured by a first‑priority lien on substantially all assets, subject to an intercreditor agreement with Series A notes that allocates first‑priority liens by proceeds source and shares other collateral pari passu. Conversion is at a 3% premium at the lower of $2.66 or 95% of the 10‑day VWAP, with mechanics referencing a floor of $0.44 and 93% of the 10‑day VWAP, and a 9.99% beneficial ownership cap. Holder protections include redemptions upon default or change of control (including a 25% premium in specified cases), and optional redemptions tied to subsequent financings (up to 20% of gross proceeds at 110%).
Fitell expects approximately $46 million in net proceeds, intended to purchase cryptocurrencies for treasury purposes, fund a proposed AI‑Driven Robotics joint venture, and for working capital.
Fitell Corporation entered into a Securities Purchase Agreement with an institutional investor for up to $50,000,000 of newly issued senior secured convertible Series C Notes, to be issued under its effective Form F-3 shelf. The agreement is subject to stated conditions precedent.
The notes bear 6.0% annual interest, payable monthly in arrears, and may be paid in Class A ordinary shares or cash at the Company’s option; the rate increases to 13% upon an Event of Default. Obligations are secured by a first‑priority lien on substantially all assets (including crypto collateral), subject to an intercreditor arrangement with Series A Notes that allocates first‑priority liens to assets funded by each series and pari passu liens on other collateral.
Conversions are limited by a 9.99% Beneficial Ownership Limitation, with any increase taking effect on the 61st day after notice. The issuance is pursuant to the shelf registration declared effective on February 5, 2025.
Fitell Corporation furnished a Form 6-K announcing that it attached a press release titled “Fitell Corporation Regains Compliance with Nasdaq Minimum Bid Price Rule.” The press release, dated October 16, 2025, is provided as Exhibit 99.1.
The report is incorporated by reference into the company’s Registration Statement on Form F-3 (File No. 333-284232) from the date of submission, unless later superseded.
Fitell Corporation completed a second closing under its previously announced financing agreement, issuing an additional $4 million Series A senior secured convertible note for a purchase price of $3.92 million. This adds to an initial $11 million Series A note issued in September, of which $3 million has already been converted into Class A ordinary shares.
The Purchase Agreement allows Fitell to sell up to $100 million of senior secured convertible notes over time, with up to $70 million in Series A and up to $30 million in Series B. Notes bear 6.0% annual interest, generally payable monthly in shares but optionally in cash, and are secured by a first priority lien on all existing and future assets, including cryptocurrency bought with note proceeds. At least 70% of net proceeds from any additional closings must be used to purchase cryptocurrency, with the remainder for working capital and general corporate purposes.
The notes are convertible at the Buyer’s option into ordinary shares at the lower of $6.024 or the defined market price, subject to a 9.99% beneficial ownership cap to limit how much of the company’s equity any holder can own after conversion.
Fitell Corporation reported that it received a notice from Nasdaq confirming it has not yet regained compliance with Nasdaq’s minimum bid price requirement. Under Nasdaq Listing Rule 5810(c)(3)(A), the company has been granted an additional 180 calendar days, until March 30, 2026, for its class A ordinary shares to meet the continued listing standard. To regain compliance, the closing bid price of these shares must be at least $1.00 per share for a minimum of ten consecutive business days during this extension period. The related press release is furnished as an exhibit and is incorporated by reference into certain of the company’s Securities Act registration statements, including its Form F-3.