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Gelteq (GELS) wins shareholder approval and closes $2.5M second tranche note

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Gelteq Limited reported results of its June 18, 2026 special shareholder meeting and the closing of a second debt tranche. Shareholders approved the debt financing proposal tied to a securities purchase agreement for up to $3.5 million in loans, with 6,076,941 votes in favor, 13,211 against, and 930 abstentions out of 6,091,082 Ordinary Shares voted. Following this approval and satisfaction of other closing conditions, Gelteq closed the second tranche on June 26, 2026, receiving $2.5 million in proceeds, net of a $375,000 original issue discount. In connection with this funding, the company issued a second convertible promissory note with a principal amount of $2.875 million, convertible into Ordinary Shares at 93% of the lowest daily volume weighted average price over the five trading days before the measurement date, subject to adjustments.

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Insights

Gelteq secured a second convertible debt tranche following shareholder approval.

Gelteq Limited obtained shareholder approval under Nasdaq Listing Rule 5635(d) to complete a debt financing of up to $3.5 million. The second tranche adds $2.5 million in cash proceeds via a $2.875 million convertible note with an original issue discount.

The notes convert into Ordinary Shares at 93% of the lowest daily volume weighted average price over five trading days, with further adjustments. This structure links the eventual share issuance to future trading prices and embeds a discount for the investor.

The filing does not quantify the company’s existing equity base here, so the overall impact on ownership depends on future conversion activity and market prices. Subsequent disclosures may detail any conversions under the Initial Note and Second Tranche Note.

Total debt facility size $3.5 million Aggregate principal amount under two tranches
First Tranche proceeds $1.0 million Net of $150,000 original issue discount on May 7, 2026
Initial Note principal $1.165 million Convertible promissory note issued in First Tranche
Second Tranche proceeds $2.5 million Net of $375,000 original issue discount on June 26, 2026
Second Tranche Note principal $2.875 million Convertible promissory note issued to Investor
Shareholder votes for proposal 6,076,941 shares Votes in favor of Debt Financing Proposal
Shares against proposal 13,211 shares Votes against Debt Financing Proposal
Total shares voted 6,091,082 shares Ordinary Shares voted at June 18, 2026 Special Meeting
convertible promissory note financial
"issuance and sale to the Investor, in a private placement, of a convertible promissory note in the aggregate principal amount of $1.165 million"
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
"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.
Nasdaq Listing Rule 5635(d) regulatory
"Shareholder Approval under the Agreement and in accordance with Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
original issue discount of $375,000 financial
"the Company received proceeds of $2.5 million (net of original issue discount of $375,000)"

FAQ

What did Gelteq Limited (GELS) shareholders approve at the June 2026 special meeting?
Shareholders approved the debt financing proposal tied to a securities purchase agreement for loans up to $3.5 million. This approval, required under Nasdaq Listing Rule 5635(d), allowed Gelteq to close the second tranche of its convertible note financing.

How much new funding did Gelteq Limited (GELS) receive from the second debt tranche?
Gelteq received $2.5 million in proceeds from the second tranche, net of a $375,000 original issue discount. In return, the company issued a $2.875 million principal amount convertible promissory note to the institutional investor.

What are the conversion terms of Gelteq’s second tranche convertible note?
The $2.875 million Second Tranche Note converts into Ordinary Shares at 93% of the lowest daily volume weighted average price over the five trading days before the measurement date. The conversion price is subject to certain adjustments described in the note.

How did Gelteq Limited (GELS) shareholders vote on the debt financing proposal?
Out of 6,091,082 Ordinary Shares voted, 6,076,941 voted for the proposal, 13,211 voted against, and 930 abstained. This strong approval enabled the company to satisfy the shareholder-approval condition for closing the second tranche financing.

What was included in the first tranche of Gelteq’s debt financing?
The first tranche provided $1.0 million in funding net of a $150,000 original issue discount. Gelteq issued a $1.165 million principal amount convertible promissory note, with conversion terms summarized in a prior Form 6-K filing.

Is the Gelteq (GELS) Form 6-K information considered filed or furnished?
The information in this Form 6-K, including Exhibit 4.1, is intended to be furnished rather than filed for Exchange Act Section 18 purposes. It is only incorporated by reference into other filings when specifically stated there.

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

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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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 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 

 

June 2026 Special Meeting of Shareholders

 

On June 18, 2026, Gelteq Limited (the “Company”) held a special meeting of shareholders (the “Special Meeting”). The sole matter voted on at the Special Meeting was the approval of the transactions contemplated by the securities purchase agreement (the “Agreement”) entered with an institutional investor (“Investor”) on May 7, 2026 for a debt financing in an aggregate principal amount of up to $3.5 million under two tranches, with the second tranche of the funding of $2.5 million (the “Second Tranche”) contingent upon shareholder approval (the “Shareholder Approval”) under the Agreement and in accordance with Nasdaq Listing Rule 5635(d) (the “Debt Financing Proposal”).

 

At the Special Meeting, the Debt Financing Proposal was approved, based upon an aggregate of 6,091,082 Ordinary Shares that were voted at the Special Meeting, as follows:

 

The votes were cast for this matter as follows:

 

For   Against   Abstentions
6,076,941   13,211   930

 

Closing of Second Tranche Debt Financing

 

As previously reported on a Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 26, 2026 (the “Prior Form 6-K”), the Company previously entered into the Agreement with the Investor to provide for loans in the aggregate amount of up to $3.5 million, under two tranches, of which the Investor previously funded to the Company an initial tranche of $1.0 million (net of original issue discount of $150,000) (the “First Tranche”) on May 7, 2026. The closing of the First Tranche consisted of the issuance and sale to the Investor, in a private placement, of a convertible promissory note in the aggregate principal amount of $1.165 million (the “Initial Note”) which is convertible into ordinary shares of the Company, no par value, (the “Ordinary Shares”), 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.

 

On June 26, 2026, the Company, having met each of the closing conditions of the Second Tranche under the Agreement, including the receipt by the Company of the Shareholder Approval, to the satisfaction of the Investor, closed on the Second Tranche, pursuant to which the Company received proceeds of $2.5 million (net of original issue discount of $375,000). In consideration for the Investor’s funding of the Second Tranche, on June 26, 2026, the Company issued and sold to the Investor, in a private placement, of a second convertible promissory note (the “Second Tranche Note”) in the principal amount of $2.875 million which is convertible into Ordinary Shares 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, subject to certain adjustments.

 

Except with respect to the certain expenses amount paid in connection with the closing of the Initial Note, the terms of the Second Tranche Note are substantially similar to the terms of the Initial Note issued in the First Tranche, which are summarized in the Prior Form 6-K. For more information about the terms of the Agreement, including the terms of the Initial Note, please see the Prior Form 6-K.

 

The foregoing descriptions of the Second Tranche Note is not complete and is subject to and qualified in its entirety by reference to the full text of each such document, which is filed as Exhibit hereto and incorporated herein by reference.

 

The information contained in this report on Form 6-K, including Exhibit 4.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth by specific reference in such a filing.

 

1

 

Exhibit Index

 

Exhibit No.   Description
4.1   Convertible Promissory Note, dated June 26, 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: July 2, 2026

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

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