Fitell Corporation Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Requirement

Rhea-AI Summary

Fitell (FTEL), an Australian online retailer of gym and fitness equipment, has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement. The company's shares have traded below $1.00 for 30 consecutive business days.

Fitell has been granted a 180-day compliance period until September 29, 2025, to meet the minimum closing bid price requirement. The company can regain compliance if its shares maintain a closing bid price of at least $1.00 for a minimum of ten consecutive business days. If unsuccessful, Fitell may be eligible for an additional 180-day extension, provided it meets other listing requirements.

The notification has no immediate impact on Fitell's Nasdaq listing, trading activities, or business operations. The company is considering implementing a reverse stock split as a potential solution to regain compliance.

Positive

• 180-day compliance period granted with possibility of additional 180-day extension
• No immediate impact on Nasdaq listing or trading activities
• Business operations remain unaffected by the notification

Negative

• Stock price has fallen below $1.00 for 30 consecutive business days
• Risk of potential delisting from Nasdaq if compliance is not achieved
• Company may need to implement reverse stock split, which typically indicates financial distress

Insights

Financial Markets Expert

Fitell 's Nasdaq notification represents a significant regulatory challenge that warrants investor attention. Trading below the $1 threshold for 30 consecutive business days triggers compliance procedures that could ultimately lead to delisting if unresolved.

The 180-day compliance window (until September 29, 2025) provides a reasonable timeframe for remediation, with potential for an additional 180 days if needed and if other listing requirements are maintained. However, this notification typically creates market uncertainty and often leads to reduced institutional interest and potential liquidity constraints.

The company's mention of a potential reverse stock split is a standard mechanical solution in these situations. While reverse splits mathematically raise share price without changing fundamental valuation, they have historically correlated with negative market sentiment and often face selling pressure post-implementation.

Though Fitell's business operations remain unaffected for now, Nasdaq delisting would significantly impact trading accessibility, reduce market visibility, and potentially hamper future capital raising efforts. For a company with Fitell's relatively small market cap ($13.38 million), maintaining major exchange listing is particularly crucial for institutional investor access and market liquidity.

Corporate Governance Expert

This Nasdaq compliance notification represents a critical governance challenge requiring board-level attention and strategic decision-making. With Fitell trading at $0.668, the company needs approximately a 50% price increase to regain compliance - a significant hurdle without fundamental business catalysts.

The board's consideration of a reverse stock split represents the most direct remedy but carries important governance implications. Such actions often face shareholder resistance as they're perceived as addressing symptoms rather than underlying valuation concerns. Implementation would require careful shareholder communication highlighting the strategic necessity rather than just compliance benefits.

Fitell's disclosure transparency is appropriate, clearly communicating the timeline, potential remedies, and business continuity. However, the notification signals to stakeholders that market valuation has declined to concerning levels.

From a governance perspective, the board should be developing contingency plans including both compliance strategies and potential alternative exchange preparations. While delisting wouldn't impact business operations directly, it could affect governance through reduced market scrutiny, different reporting requirements, and potential changes to executive compensation structures tied to stock performance metrics.

TAREN POINT, Australia, April 03, 2025 (GLOBE NEWSWIRE) -- Fitell Corporation (Nasdaq: FTEL) (the “Company”), an online retailer of gym and fitness equipment in Australia, today announced that on April 2, 2025, it has received a letter (the "Notification Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that for the last 30 consecutive business days the closing bid price of the Company’s ordinary shares was below $1.00 per share, which is the minimum closing bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

The Notification Letter has no immediate impact on the listing or trading of the Company’s ordinary shares on The Nasdaq Capital Market and does not affect the Company’s business operations, its reporting obligations with the Securities and Exchange Commission (the “SEC”), or contractual obligations.

In accordance with Nasdaq Listing Rules, the Company was provided a compliance period of 180 calendar days from the date of the Notification Letter, or until September 29, 2025, to regain compliance with the minimum closing bid price requirement. If at any time during this compliance period, the closing bid price of the Company’s ordinary shares is at least $1 for a minimum of ten consecutive business days (subject to discretion of Nasdaq to extend this period under applicable Nasdaq Listing Rules), Nasdaq will provide the Company written confirmation of compliance, and the matter will be closed. In the event the Company does not regain compliance by September 29, 2025, the Company may be eligible for an additional 180 calendar days to regain compliance, subject to Company meeting continued listing requirements for all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. If the Company is not eligible for an additional 180 days compliance period, its securities will be subject to delisting.

The Company's business operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its ordinary shares and may consider implementing a reverse stock split to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

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 exercise of the warrants prior to their expiration 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

What is the deadline for Fitell (FTEL) to regain Nasdaq compliance?

Fitell has until September 29, 2025, to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

How can Fitell (FTEL) regain Nasdaq compliance?

FTEL can regain compliance if its shares maintain a closing bid price of at least $1.00 for a minimum of ten consecutive business days.

What happens if Fitell (FTEL) fails to meet the September 2025 deadline?

If FTEL fails to comply by September 29, 2025, it may receive an additional 180-day extension if it meets other listing requirements, or face potential delisting.

What actions is Fitell (FTEL) considering to address the Nasdaq compliance issue?

Fitell is considering implementing a reverse stock split to regain compliance with Nasdaq's minimum bid price requirement.