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 November 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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Class
C Preferred Share Conversion Inducement Agreement
As
previously reported, on October 14, 2026, GMEX Robotics Corporation, a British Virgin Islands company (the “Company”), consummated
the transactions contemplated by that certain Share Purchase Agreement, dated as of July 28, 2026 and amended by a First Amendment on
October 14, 2026 (as amended, the “Share Purchase Agreement”) with Alpha Meta AI Pte. Ltd., a Singapore company (“Issuer”),
and MetaGen AI Limited, a British Virgin Islands company and principal shareholder of Issuer (“MetaGen”).
Pursuant
to the Share Purchase Agreement, Issuer agreed to issue to the Company equity interests representing 30% of Issuer’s issued and
outstanding equity interests on a fully diluted, after-issued basis (the “Initial Acquisition”) in exchange for an initial
purchase price of US $2.52 million, paid of which 15% was payable in cash and 85% was payable in newly issued Class C preferred shares
of the Company (“Class C Preferred Shares”).
Each
Class C Preferred Share was convertible at the option of the holder into a number of Company Common Shares equal to the stated value
of the Class C Preferred Shares divided by the conversion price then in effect. The initial conversion price was equal to the Closing
VWAP (as defined in the Share Purchase Agreement).
On
November 2, 2026, the Company entered into a Preferred Share Conversion Inducement Agreement (the “Inducement Agreement”)
with the holders of the Class C Preferred Shares (collectively the “Holders”) whereby the Company agreed to allow the Holders
to convert an aggregate of 2,142 Class C Preferred Shares at an agreed conversion price equal to 23% of the closing market price of the
Company’s Class A ordinary shares (the “Class A Shares”) on the trading day immediately prior to the date of conversion,
for an aggregate of 10,961,680 Class A Shares. As an additional inducement for the Holders to agree to the conversion of the Class
C Preferred Shares, the Company agreed to issue to the Holders an aggregate of an additional 1,500 Class C Preferred Shares (the “Additional
Class C Shares”).
The
Company issued and will issue the Class A Shares upon conversion of the Class C Preferred Shares and Additional Class C Preferred Shares
pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, available under Section 4(a)(2)
and/or 3(a)(9). The issuance of neither the Class A Shares upon conversion of the Class C Preferred Shares nor the Additional Class C
Preferred Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws.
The
foregoing description of the Inducement Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the text of such Inducement Agreement, a copy of which is filed as Exhibit 2.1 to this Report of Foreign
Private Issuer on Form 6-K, which is incorporated herein by reference. The representations, warranties and covenants contained in such
agreement were made solely for purposes of that agreement, as of specified dates and for the benefit of the parties thereto, and may
be subject to qualifications and limitations agreed upon by the parties.
INCORPORATION
BY REFERENCE
The
information contained in this Report on Form 6-K, including the exhibits hereto, shall be deemed to be incorporated by reference into
the Company’s registration statement on Form F-3 (File No. 333-284232) and shall be deemed a part thereof from the date on which
this Report on Form 6-K is furnished, to the extent not superseded by subsequently filed or furnished documents or reports.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Form of Preferred Share Conversion Inducement Agreement, dated October 20, 2026, by and among GMEX Robotics Corporation and the holders of Preferred C Shares named therein. |
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:
November 2, 2026 |
GMEX
ROBOTICS CORPORATION |
| |
|
|
| |
By: |
/s/
Yinying Lu |
| |
|
Yinying
Lu |
| |
|
Chief
Executive Officer and Director
(Principal
Executive Officer) |
