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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42373
Gelteq Limited
(Registrant’s Name)
Level 19
644 Chapel Street
South Yarra VIC, 3141
Australia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 7, 2026, Gelteq Limited
(the “Company”) entered into a securities purchase agreement (the “Agreement”) with an institutional
investor (the “Investor”). The Agreement provides for debt financing in an aggregate principal amount of up to $3.5
million under two tranches. At the initial closing date (“Closing Date”), the Investor funded an initial tranche of
$1.0 million (net of original issue discount of $150,000) (the “Initial Funding”) to the Company pursuant to of a convertible
promissory note issued by the Company in the principal amount of $1,165,000 (the “Initial Note”) to the Investor in
a private placement.
The Initial Note accrues interest
at a rate of 7% per annum and has a maturity date of eighteen months from the issuance date of the Note, unless earlier prepaid, accelerated
or redeemed in accordance with its terms prior to such date. Beginning six months from the Closing Date, the Initial Note will be redeemable
(subject to certain monthly dollar limits) for Ordinary Shares or cash, at the election of the Investor, at a conversion price equal to
93% of the lowest daily volume weighted average price during the five trading days preceding the applicable measurement date, subject
to certain adjustments (the “Conversion Price”); provided that the Conversion Price will not be reduced below $0.50.
In addition, beginning six months from the Closing Date, in the event the Ordinary Shares trade at a price that is at least 15% greater
than the lowest closing trade price of the Ordinary Shares on any of the preceding five trading days, all or any portion of the outstanding
balance under the Initial Note is convertible into Ordinary Shares at the election of the Investor.
The Company has the right
to prepay the outstanding balance under the Initial Note after providing ten trading days prior written notice to the Investor. If the
Company exercises its right to prepay the Initial Note, the Company will pay the Investor 110% of the outstanding balance under the Initial
Note that the Company elects to prepay.
At
any time following the occurrence of a Major Trigger Event or Minor Trigger Event, each as defined in the Initial Note, the Investor may,
upon prior written notice to the Company, increase the outstanding balance of the Initial Note by 15% for each occurrence of any Major
Trigger Event and 5% for each occurrence of any Minor Trigger Event (the “Trigger Effect”), provided that the Trigger
Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events.
If the Company fails to cure
a Trigger Event within five trading days following the date of a written demand notice by the Investor, the Trigger Event will automatically
become an Event of Default, as defined in the Initial Note. Upon the occurrence of an Event of Default, the Investor may accelerate the
Initial Note by written notice to the Company, with the outstanding balance of the Initial Note becoming immediately due and payable in
cash, and interest shall accrue on the outstanding balance of the Initial Note beginning on the date the applicable Event of Default occurred
at an interest rate equal to 15% per annum.
Pursuant to the Agreement,
the Investor will fund an additional $2.5 million (net of original issue discount of $375,000) pursuant to a convertible promissory note
issued by the Company to the Investor in the principal amount of $2.875 million (the “Second Note”), subject to: (i)
receipt by the Company of shareholder approval of the transactions contemplated by the Agreement (the “Shareholder Approval”)
and (ii) no Trigger Event (as defined in the Initial Note) has occurred. In the event the Shareholder Approval is not obtained, the Company
will seek the Shareholder Approval every 60 days thereafter until the Shareholder Approval is obtained. The Second Note, when issued,
will have substantially the same terms as the Initial Note.
The
foregoing summary of the Agreement and the Initial Note are not complete and are subject to, and are qualified in their entirety by reference
to, the full text of the forms of such documents, which are filed as exhibits hereto and incorporated herein by reference.
Exhibit Index
| Exhibit No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated May 7, 2026, by and between the Company and the Investor |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement, dated May 7, 2026, by and between the Company and the Investor |
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.
| |
Gelteq Limited |
| |
|
|
| |
By: |
/s/ Nathan Givoni |
| |
Name: |
Nathan Givoni |
| |
Title: |
Chief Executive Officer |
Date: May 26, 2026
