Fitell Corporation Announces Private Placement of US$3.6 Million of Senior Unsecured Convertible Notes
January 19 2024 - 1:00PM
Fitell Corporation (Nasdaq: FTEL) ("Fitell" or the "Company"), an
online retailer of gym and fitness equipment in Australia,
announced that the Company entered into a securities purchase
agreement (the “Purchase Agreement”) with an investor on January
15, 2024. Pursuant to the Purchase Agreement filed with the
Securities Exchange Commission on Form 6-K, the Company issued to
the investor a three-year senior unsecured convertible promissory
note in the principal amount of US$3,600,000 for the funding amount
of US$3,312,000. This placement is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”).
The Notes will be senior, unsecured obligations
of the Company. The Notes will bear interest at a rate of 8% per
annum and will mature on January 15, 2027, 36 months from the issue
date, January 15, 2024.
Investors may convert all or any amount of the
principal face amount into Fitell's ordinary shares at a conversion
price based on the lowest closing price of the Company’s ordinary
shares as reported on The Nasdaq Capital Market during the five (5)
trading days immediately preceding the date of conversion,
provided, however, that the conversion price shall not be lower
than $0.80 per share.
Additionally, the private placement includes
warrants entitling the Investor to purchase up to 5,645,455
ordinary shares of the Company at an exercise price of $1.056 per
share. This exercise price represents 120% of the per share price
on The Nasdaq Capital Market as of the issue date, January 15,
2024.
Fitell intends to use the net proceeds of the
private placement for working capital purpose, in line with the
Company’s strategic business goals.
The private placement is being made only to
“Accredited Investors” (as such term is defined in the Securities
Act) pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D
under the Securities Act, or non-US investors pursuit to Regulation
S. This press release does not constitute an offer to sell, or the
solicitation of an offer to buy any of the Company’s securities,
nor shall such securities be offered or sold in the United States
absent registration or an applicable exemption from registration,
nor shall there be any offer, solicitation or sale of any of the
Company’s securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction.
About Fitell Corporation
Fitell Corporation, through GD Wellness Pty Ltd
(“GD”), its wholly owned subsidiary, is an online retailer of gym
and fitness equipment both under its proprietary brands and other
brand names in Australia. The company’s mission is to build an
ecosystem with a whole fitness and wellness experience powered by
technology to our customers. GD has served over 100,000 customers
with large portions of sales from repeat customers over the years.
The Company’s brand portfolio can be categorized into three
proprietary brands under its Gym Direct brand: Muscle Motion, Rapid
Motion, and FleetX, in over 2,000 stock-keeping units (SKUs). For
additional information, please visit the Company’s website
at www.fitellcorp.com.
Forward-Looking Statements
This press release contains “forward-looking
statements”. Forward-looking statements reflect our current view
about future events. These forward-looking statements involve known
and unknown risks and uncertainties and are based on the Company’s
current expectations and projections about future events that the
Company believes may affect its financial condition, results of
operations, business strategy and financial needs. Investors can
identify these forward-looking statements by words or phrases such
as “may,” “will,” “could,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,”
“propose,” “potential,” “continue” or similar expressions. The
Company undertakes no obligation to update or revise publicly any
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that the
expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results and
encourages investors to review other factors that may affect its
future results in the Company’s registration statement and other
filings with the SEC.
For more information, please contact:
Chief Financial OfficerJamarson
Kongjamarson@gymdirect.com.au
Investor Relationsir@fitellcorp.com
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