Core Points - Fitell Corporation, an online retailer of gym and fitness equipment in Australia, announced an Extraordinary General Meeting (EGM) scheduled for April 9, 2025 [1] - The EGM Notice was distributed to shareholders on March 24, 2025, detailing voting procedures and proposals [2] - Registered shareholders as of March 12, 2025, are entitled to attend and vote at the EGM [3] Company Overview - Fitell Corporation operates through its wholly owned subsidiary GD Wellness Pty Ltd, focusing on gym and fitness equipment sales under proprietary and other brand names [4] - The company aims to create a comprehensive fitness and wellness ecosystem powered by technology, having served over 100,000 customers with significant repeat sales [4] - Fitell's brand portfolio includes three proprietary brands under Gym Direct: Muscle Motion, Rapid Motion, and FleetX, with over 2,000 stock-keeping units (SKUs) [4] EGM Proposals - The EGM will address several proposals, including: 1) Share Capital Reorganisation Proposal 2) Charter Amendment Proposal 3) Share Repurchase and Issuance Proposal 4) Share Consolidation Proposal 5) Share Consolidation Memorandum Amendment Proposal [6]

Group 1 - Fitell Corporation has closed a registered direct offering of 796,813 ordinary shares and warrants, raising approximately $4.0 million in gross proceeds, with potential additional proceeds of up to $6.0 million from the exercise of warrants [1][3] - The purchase price for the ordinary shares and associated warrants is set at $5.02 per share, with warrants exercisable immediately and expiring three years after issuance [1][3] - The net proceeds from the offering will be used for the development and commercial launch of smart fitness equipment, general corporate purposes, and working capital, with potential investments in complementary businesses or technologies [3] Group 2 - Rodman & Renshaw LLC acted as the exclusive placement agent for the offering [2] - Fitell Corporation operates through its wholly owned subsidiary GD Wellness Pty Ltd, focusing on online retail of gym and fitness equipment in Australia, with a mission to create a technology-driven fitness and wellness ecosystem [6] - The company has served over 100,000 customers, with a significant portion of sales coming from repeat customers, and offers a diverse brand portfolio under its Gym Direct brand [6]

Core Viewpoint - Fitell Corporation has revised the terms of its registered direct offering, aiming to raise approximately $4.0 million upfront, with potential additional proceeds of up to $6.0 million from warrants [1][3]. Group 1: Offering Details - The company will issue and sell 796,813 ordinary shares and warrants to purchase up to 1,195,220 ordinary shares at a price of $5.02 per share [1][3]. - The warrants will have an exercise price of $5.02 per share, are immediately exercisable, and will expire three years after issuance [1][3]. - The offering is expected to close on or about February 10, 2025, pending customary closing conditions [1]. Group 2: Financial Proceeds and Use - Gross proceeds from the offering are expected to be around $4.0 million before fees and expenses [3]. - If all warrants are exercised, potential gross proceeds could reach approximately $6.0 million [3]. - The company plans to use the net proceeds for the development and commercial launch of smart fitness equipment, general corporate purposes, and working capital [3]. Group 3: Company Overview - Fitell Corporation, through its subsidiary GD Wellness Pty Ltd, is an online retailer of gym and fitness equipment in Australia [6]. - The company has served over 100,000 customers, with a significant portion of sales coming from repeat customers [6]. - Fitell's brand portfolio includes three proprietary brands under Gym Direct: Muscle Motion, Rapid Motion, and FleetX, with over 2,000 stock-keeping units (SKUs) [6].

Core Viewpoint - Fitell Corporation has announced a definitive agreement for a registered direct offering of approximately 1,992,032 ordinary shares and warrants, aiming to raise about $10 million for the development of smart fitness equipment and general corporate purposes [1][3]. Group 1: Offering Details - The offering price is set at $5.02 per ordinary share, with warrants exercisable at the same price, valid for five years [1]. - The expected closing date for the offering is around February 10, 2025, pending customary closing conditions [1]. Group 2: Financial Proceeds and Use - The gross proceeds from the offering are anticipated to be approximately $10 million before deducting fees and expenses [3]. - The net proceeds will be utilized for the development and commercial launch of smart fitness equipment, general corporate purposes, and potentially for acquiring complementary businesses or technologies [3]. Group 3: Company Overview - Fitell Corporation operates as an online retailer of gym and fitness equipment in Australia, serving over 100,000 customers [6]. - The company offers products under its proprietary brands, including Muscle Motion, Rapid Motion, and FleetX, with a portfolio of over 2,000 stock-keeping units (SKUs) [6].

Financial Performance - Fitell Corporation reported a financial year 2023 (FY2023) revenue of AUD 10 million, representing a 25% increase compared to FY2022[10]. - The company anticipates a revenue growth target of 30% for FY2024, driven by increased consumer demand and market expansion efforts[12]. - Fitell's gross margin for FY2023 was reported at 45%, a slight decrease from 48% in FY2022, attributed to rising material costs[11]. - The company expects existing cash and cash equivalents to meet anticipated cash needs for the foreseeable future, but may require additional capital for growth[85]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operations and expansion[139]. Market and Product Development - Fitell's online platform has seen a 40% increase in user registrations year-over-year, indicating strong consumer interest in fitness and wellness products[18]. - The company plans to launch two new proprietary fitness equipment lines in Q1 FY2024, aiming to capture a larger market share[13]. - The company has initiated the development of new interactive fitness equipment and platforms with subscription services, including smart cardio equipment and an AI-powered interactive platform[39]. - The company anticipates further expansion into international markets, which may present challenges in attracting and retaining subscribers[41]. Operational Challenges - Fitell's operating expenses increased by 20% in FY2023, primarily due to investments in marketing and technology[19]. - The company is closely monitoring macroeconomic conditions, as fluctuations in consumer spending could impact future performance[17]. - The gym and fitness equipment industry is highly competitive and fragmented, which may limit the company's growth and profitability[22]. - Labor shortages in the transportation industry could adversely affect the company's ability to deliver products to customers in a timely manner[27]. - The company faces potential negative impacts on sales and profitability due to fluctuations in product costs, including increases in raw material prices and transportation costs[25][26]. Strategic Initiatives - The company is exploring strategic partnerships to enhance its supply chain efficiency and reduce costs by 15% over the next fiscal year[14]. - The company has identified potential acquisition targets in the fitness technology sector to bolster its product offerings and market presence[20]. - The company may pursue acquisitions or joint ventures, but integration challenges could strain resources and impact operating results[68]. Customer Engagement and Retention - Fitell's customer retention rate improved to 75% in FY2023, reflecting successful engagement strategies[21]. - Future subscriber retention levels for the new interactive fitness offerings are uncertain and could significantly impact the company's financial condition[40]. Risk Factors - Approximately 85% of the products purchased in the fiscal year ended June 30, 2024, were manufactured abroad, primarily in China, exposing the company to international risks and costs[28][29]. - Negative publicity or reputational risks could adversely impact the company's ability to attract and retain customers, affecting overall business performance[44]. - Cyber incidents and data security breaches are increasing risks that could disrupt business operations and negatively impact financial results[48]. - The company is subject to risks from unauthorized disclosure of sensitive information, which could result in substantial costs and reputational damage[50]. - The company faces challenges in maintaining compliance with evolving data privacy and cybersecurity regulations, which may require significant effort and cost[53]. - The company is subject to warranty claims that could result in significant costs and adversely affect financial condition[79]. - Product safety concerns could adversely affect sales, costs, and expose the company to legal risks[104]. - The company faces risks related to the protection of its intellectual property, which could impact brand value and revenue[106]. Regulatory and Compliance Issues - The company operates in a complex regulatory environment, which exposes it to compliance and litigation risks that could materially affect operations[98]. - Compliance with anti-bribery and anti-corruption laws is critical, as violations could lead to significant penalties and impact business operations[108]. - The company is subject to new climate-related disclosure obligations proposed by the SEC, which could increase reporting costs[118]. - The management team has limited experience in managing a public company, which could impact regulatory compliance and operational focus[122]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced disclosure requirements, potentially affecting share attractiveness[126]. Financial Instruments and Market Risks - The company utilizes derivative instruments to hedge against foreign currency exchange rate fluctuations, but these may not fully offset adverse financial effects[88]. - The market price of the Ordinary Shares may be highly volatile, influenced by various factors including economic conditions and company performance[140][142]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. holders of Ordinary Shares[146]. - Nasdaq may delist the company's securities, leading to limited market quotations and reduced trading activity[158]. Internal Control and Governance - A material weakness in internal control over financial reporting was identified, which could adversely affect the accuracy of financial statements and investor confidence[137]. - Attracting and retaining key personnel is critical for the company's long-term success, with competitive labor market pressures affecting operational efficiency[57]. - Effective succession planning for executive management is vital to ensure long-term strategic direction and success[60]. - Concentration of ownership by a single director could lead to conflicts of interest and adversely affect the market price of the company's shares[130]. - Flying Height Consulting Services Limited owns approximately 44.7% of the company's outstanding shares, which may lead to a material decline in the value of the Ordinary Shares[131].

As filed with the Securities and Exchange Commission on April 2, 2024 Registration Statement No. 333-277214 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FITELL CORPORATION (Exact name of registrant as specified in its charter) With a Copy to: Mark E. Crone, Esq. Liang Shih, Esq. Johnathan Nixon, Esq. The Crone Law Group, P.C. 420 Lexington Ave, Suite 2446 New York, NY 10170 Tel: 646.861.7891 (Prima ...

TAREN POINT, Australia, March 05, 2024 (GLOBE NEWSWIRE) -- Fitell Corporation (NASDAQ:FTEL) ("Fitell" or the "Company"), an online retailer of gym and fitness equipment in Australia, today announced its half-year financial results for the six months ended December 31, 2023. Six-month Period ended December 31, 2023 Financial Highlights Revenue was $2.1 million, a decrease of $0.9 million or 30.5% compared to the same period in 2022.Gross profit was $0.85 million, a decrease of $745,555 or 46.8% from the same ...

As filed with the Securities and Exchange Commission on February 21, 2024 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FITELL CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 3949 Not Applicable If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 ...

FITELL CORPORATION Disclaimer This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forwardlooking statements are characterized by future or conditional verbs such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, ...

Revenue Performance - Merchandise revenue decreased by 44.3% or $3,210,541 to $4,036,047, primarily due to a 42.6% decrease in sales orders and a 3.0% decrease in average revenue per order[4] - Total revenue for FY 2023 was $4.8 million, a year-to-year decrease of 41.2% or $3,356,512, attributed to reduced consumer spending from inflation and rising interest rates[5] - Sales of consumable products increased by 11.6% or $23,239 to $223,343, due to efforts to diversify revenue streams[5][11] - Revenue from licensing customers decreased by 23.9% or $169,216 to $539,832, impacted by the temporary suspension of overseas expansions[11] Profit and Loss - Gross profit was $2.2 million, a decrease of 40.2% or $1,462,255, with a gross margin of 45.3%, reflecting a slight increase of 0.7% from the previous year[5][7] - The company reported a net loss of $1,593,394 for FY 2023, compared to a net income of $12,602 in FY 2022[18] - Net income for the year ended June 30, 2023, was a loss of $1,593,394 compared to a net income of $12,602 for the previous year[22] Assets and Liabilities - Total assets increased to $9,037,948 as of June 30, 2023, compared to $5,431,720 in the previous year[17] - Total liabilities decreased to $2,621,025 from $2,994,340 in FY 2022[17] - Total cash and cash equivalents at the end of the period decreased to $236,821 from $716,052, reflecting a change of $479,231[22] - The bad debt provision increased significantly to $426,971 from zero in the previous year[22] - Accounts payable and accrued expenses increased by $363,694, while deferred revenue decreased by $263,625[22] Cash Flow and Investments - The company experienced a cash outflow from operating activities of $373,104, compared to an outflow of $131,781 in the previous year[22] - The foreign currency translation adjustment resulted in a loss of $27,063 for the year[22] - The company did not engage in any purchases of investments or property and equipment during the year[22] Stock and Market Activities - Fitell successfully listed on Nasdaq on August 8, 2023, raising approximately $13.6 million from the issuance of 3,000,000 shares of common stock[12] - The company issued stock for services amounting to $5,600,000 during the year[22] - The total stock issued for prepaid IPO services was valued at $5,040,000[22] Future Plans - The company plans to expand its services, particularly in the Asia market, when market conditions improve[11]