Fitell Corporation Announces $10.0 Million Registered Direct Offering 

Rhea-AI Summary

Fitell (Nasdaq: FTEL), an Australian online retailer of gym and fitness equipment, has announced a $10.0 million registered direct offering. The offering includes 1,992,032 ordinary shares and warrants to purchase up to 1,992,032 additional shares at $5.02 per share and associated warrant. The warrants will be immediately exercisable at $5.02 per share and will expire in five years.

The offering is expected to close around February 10, 2025, with Rodman & Renshaw acting as the exclusive placement agent. The company plans to use the net proceeds for developing and launching smart fitness equipment, general corporate purposes, and working capital. Fitell may also consider acquiring or investing in complementary businesses and technologies.

Positive

• Secured $10.0 million in funding through registered direct offering
• Proceeds will support development of smart fitness equipment product line
• Warrants provide potential for additional future capital at $5.02 per share

Negative

• Share dilution from issuance of 1,992,032 new ordinary shares
• Additional potential dilution from warrant exercise of up to 1,992,032 shares
• Offering price indicates no premium to market value

Insights

Investment Banking Analyst

The $10.0 million registered direct offering announced by Fitell reveals several critical insights about the company's current position and future trajectory. The offering price of $5.02 represents a substantial 60.4% discount to the current market price, which is unusually steep and suggests urgent capital needs.

The deal structure warrants careful analysis. The 1:1 warrant coverage with a 5-year exercise period at $5.02 effectively doubles the potential dilution. The immediate dilution from the 1,992,032 new shares represents approximately 9.4% of the current shares outstanding. If all warrants are exercised, this could increase to 18.8% total dilution.

The stated use of proceeds for smart fitness equipment development signals a strategic pivot that could transform Fitell from a pure retail play into a technology-enabled fitness company. However, the broad language around potential acquisitions and working capital needs suggests less certainty in the immediate deployment of funds.

Several red flags emerge from this financing:

• The steep discount indicates weak negotiating position and possible cash flow pressures
• The warrant structure suggests difficulty in raising straight equity
• The timing, shortly after the shelf registration became effective, points to urgency in capital raising

While the additional capital provides operational runway, the terms of this financing could create significant overhang on the stock as investors digest the dilution and warrant exposure. The market will likely need to see clear progress in the smart equipment initiative to justify this capital raise's costly terms.

TAREN POINT, Australia, Feb. 07, 2025 (GLOBE NEWSWIRE) -- Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced that it has entered into a definitive agreement with an institutional investor for the issuance and sale in a registered direct offering of an aggregate of 1,992,032 ordinary shares and warrants to purchase up to 1,992,032 ordinary shares, at a purchase price of $5.02 per ordinary share and associated warrant. The warrants will have an exercise price of $5.02 per share, will be exercisable immediately upon issuance and will expire five years following the issaunce date. The offering is expected to close on or about February 10, 2025, subject to the satisfaction of customary closing conditions.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $10.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds for the development and commercial launch of smart fitness equipment and for general corporate purposes and working capital. The Company may also use a portion of the net proceeds from this offering to acquire or invest in complementary businesses, technologies, or other intellectual property, although the Company has no present commitments or agreements to do so.

The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form F-3 (File No. 333-284232), including a base prospectus, that was originally filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2025, and declared effective by the SEC on February 5, 2025. The offering of such securities in the registered direct offering is being made only by means of a prospectus supplement that forms a part of such effective registration statement. The prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may also be obtained, when available, from Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein or any other securities, nor shall there be any sale of the securities described herein or any other securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other 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 and include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of proceeds from the offering. These forward-looking statements involve known and unknown risks and uncertainties, including market and other conditions, 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 Officer
Jamarson Kong
jamarson@gymdirect.com.au

Investor Relations

ir@fitellcorp.com

FAQ

How much did Fitell (FTEL) raise in its February 2025 offering?

Fitell raised $10.0 million through a registered direct offering of ordinary shares and warrants.

What is the exercise price and duration of FTEL's February 2025 warrants?

The warrants have an exercise price of $5.02 per share and will expire five years from their issuance date.

How many shares and warrants were issued in FTEL's February 2025 offering?

Fitell issued 1,992,032 ordinary shares and warrants to purchase up to 1,992,032 additional ordinary shares.

What will FTEL use the proceeds from the February 2025 offering for?

The proceeds will be used for developing and launching smart fitness equipment, general corporate purposes, and working capital, with potential for acquisitions or investments in complementary businesses.

When is FTEL's February 2025 registered direct offering expected to close?

The offering is expected to close on or about February 10, 2025, subject to customary closing conditions.