Gelteq secures up to $3.5M in convertible debt

Gelteq Limited entered into a structured convertible debt financing of up to $3.5 million with an institutional investor.

Rhea-AI Filing Summary

Gelteq Limited entered into a structured convertible debt financing of up to $3.5 million with an institutional investor. The company has already received an initial $1.0 million funding (net of a $150,000 original issue discount) under a convertible promissory note with a principal amount of $1,165,000, bearing 7% annual interest and maturing eighteen months from issuance.

Beginning six months after closing, the note may be redeemed into Ordinary Shares or cash at the investor’s election at a conversion price equal to 93% of the lowest five-day volume weighted average price, with a floor of $0.50 per share. A second convertible note with $2.875 million principal (net funding $2.5 million) is available on substantially similar terms, subject to shareholder approval and the absence of specified trigger events. The structure includes premium prepayment at 110% of the outstanding balance, step-up increases to the outstanding balance upon defined trigger events, and a higher 15% default interest rate if an event of default occurs.

Insights

Capital structure and credit analyst

Gelteq secures up to $3.5M in convertible debt with investor-friendly protections.

Gelteq Limited has arranged up to $3.5 million of financing through two tranches of convertible promissory notes. The initial tranche provides $1.0 million in cash against a $1,165,000 principal at 7% interest, adding leverage with an equity-linked repayment option.

The conversion formula uses 93% of the lowest five-day volume weighted average price with a $0.50 floor, which can translate into variable share issuance over time. The structure also allows a second $2.875 million principal note, contingent on shareholder approval and no trigger events.

Investor protections are strong: trigger events can increase the outstanding balance by 15% or 5% up to capped multiples, prepayment requires paying 110% of the outstanding balance, and default lifts interest to 15%. These terms provide needed liquidity but introduce potential dilution and higher effective cost of capital, with actual impact depending on future share prices and company performance.

Key Figures

Total financing capacity: $3.5 million Initial cash funding: $1.0 million Initial note principal: $1,165,000 +5 more

8 metrics

Total financing capacity $3.5 million Aggregate principal amount across both convertible note tranches

Initial cash funding $1.0 million Net proceeds from initial note after $150,000 original issue discount

Initial note principal $1,165,000 Principal amount of initial convertible promissory note

Initial and default interest rates 7% and 15% per annum Standard note interest and increased rate upon event of default

Second note principal $2.875 million Principal amount of second convertible note, net funding $2.5M

Conversion discount and floor 93% VWAP, $0.50 floor Conversion price as a percentage of lowest five-day VWAP with minimum price

Prepayment premium 110% of outstanding balance Amount payable if company elects to prepay note principal

Trigger balance increases 15% / 5% per event Balance step-ups for major and minor trigger events, capped by frequency

Key Terms

convertible promissory note, original issue discount, volume weighted average price, Major Trigger Event, +2 more

6 terms

convertible promissory note financial

"pursuant to of a convertible promissory note issued by the Company in the principal amount of $1,165,000"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"the Investor funded an initial tranche of $1.0 million (net of original issue discount of $150,000)"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

volume weighted average price financial

"at a conversion price equal to 93% of the lowest daily volume weighted average price during the five trading days"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Major Trigger Event financial

"following the occurrence of a Major Trigger Event or Minor Trigger Event, each as defined in the Initial Note"

Event of Default financial

"the Trigger Event will automatically become an Event of Default, as defined in the Initial Note"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Shareholder Approval financial

"receipt by the Company of shareholder approval of the transactions contemplated by the Agreement (the “Shareholder Approval”)"

Shareholder approval is a formal vote by a company’s owners—its shareholders—to accept or reject major corporate actions such as mergers, sale of significant assets, board member elections, or changes to the company’s governing rules. It matters to investors because it gives them direct influence over decisions that affect the company’s value and risk profile; think of it like neighbors voting on a large renovation that will change property values, where approval lets the project proceed and rejection stops it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Gelteq Limited (GELS) arrange in this Form 6-K?

Gelteq Limited arranged up to $3.5 million in convertible debt financing with an institutional investor. This is split into two tranches via convertible promissory notes, providing immediate cash and potential access to additional capital subject to conditions and shareholder approval.

How much cash does Gelteq Limited (GELS) receive from the initial note?

From the initial note, Gelteq receives $1.0 million in funding, net of a $150,000 original issue discount. The related convertible promissory note has a principal amount of $1,165,000, carries 7% annual interest, and matures eighteen months after issuance unless repaid earlier.

What are the key conversion terms of Gelteq’s (GELS) initial convertible note?

Beginning six months after closing, the investor may redeem the initial note into Ordinary Shares or cash. The conversion price equals 93% of the lowest five-day volume weighted average price, but will not go below $0.50 per share, creating a variable equity conversion feature.

What conditions govern the second convertible note for Gelteq Limited (GELS)?

The second note provides $2.5 million of net funding with a $2.875 million principal amount. It is subject to shareholder approval of the transaction and the absence of specified trigger events, and will have substantially the same terms as the initial convertible note when issued.

How can trigger events and defaults affect Gelteq’s (GELS) initial note?

If defined major or minor trigger events occur, the investor can increase the note’s outstanding balance by 15% or 5%, up to capped instances. Failure to cure escalates to an event of default, allowing acceleration and raising the interest rate on the outstanding balance to 15% annually.

Can Gelteq Limited (GELS) prepay the initial convertible note early?

Gelteq may prepay the initial note after giving ten trading days’ written notice. If it chooses to prepay, the company must pay the investor 110% of the outstanding balance being prepaid, reflecting a contractual premium for early repayment of the convertible debt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:05 PM Learn about SEC filing dates

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.

 1

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

 2

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

 3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT, DATED MAY 7, 2026, BY AND BETWEEN THE COMPANY AND 133.8 KB

Other Documents

• EX-4.1 CONVERTIBLE PROMISSORY NOTE, DATED MAY 7, 2026, BY AND BETWEEN THE COMPANY AND T 52.4 KB