Gelteq agrees to up to $3.5 million in convertible note financing

The financing

Gelteq Limited, which lists an address in South Yarra, Victoria, Australia, entered into a securities purchase agreement on May 7, 2026 with an institutional investor. The company's Form 6-K, signed by chief executive officer Nathan Givoni on May 26, 2026, describes debt financing of up to $3.5 million under two tranches. The filing does not name the investor, and it names no placement agent or other advisor.

At the initial closing, the investor funded $1.0 million, net of an original issue discount of $150,000, under a convertible promissory note with a principal amount of $1,165,000. The note accrues interest at 7% per annum and matures eighteen months from issuance, unless it is earlier prepaid, accelerated or redeemed.

Beginning six months after the closing date, the investor may redeem the note for ordinary shares or cash, at its election and subject to monthly dollar limits. The conversion price is 93% of the lowest daily volume weighted average price over the five trading days before the measurement date, and it cannot be reduced below $0.50. From the same date, if the shares trade at least 15% above the lowest closing price on any of the preceding five trading days, the investor may convert all or part of the outstanding balance.

The company may prepay after ten trading days of written notice, and it would pay 110% of the balance it elects to prepay. The investor may increase the outstanding balance by 15% for each Major Trigger Event and by 5% for each Minor Trigger Event, and each kind may be applied up to three times. A trigger event not cured within five trading days of a written demand becomes an event of default. After a default, the investor may accelerate the note, and interest accrues at 15% per annum.

The investor will fund a further $2.5 million, net of an original issue discount of $375,000, under a second note with a principal amount of $2.875 million. That funding depends on shareholder approval and on no trigger event having occurred. If approval is not obtained, the company will seek it every 60 days until it is. The second note, when issued, will have substantially the same terms as the first. The 6-K does not say what the company will use the money for.

The company and its filings

Gelteq files as a foreign private issuer on Form 20-F. Its 20-F for the year ended June 30, 2025 says it generated minimal revenue of AUD 165,645 from China-related sales or manufacturing, and no revenue from that source in the year before. The 20-F says that losing manufacturing capacity in China would have a minimal impact over the medium to long term, but could have a short-term impact in the first 12 months, because some existing clients in Asia prefer a China-based manufacturer.

The same filing lists economic, political and legal developments in the PRC among the risks to the business. It also lists uncertainties in the interpretation and enforcement of PRC laws, which the company says could limit the legal protections available to it.

Losses and cash

The 20-F reports a net loss of AUD 6.6 million for the year ended June 30, 2025, against AUD 3.5 million a year earlier. Cash used in operations rose to AUD 5.5 million from AUD 1.1 million. Research and development expense was AUD 628,606, against AUD 276,057. Year-end cash and cash equivalents were AUD 344,648, against AUD 24,522 at June 30, 2024.

The 20-F figures are in Australian dollars; the 6-K gives its amounts as dollars without stating the currency. Within the 20-F, the AUD 344,648 year-end balance at June 30, 2025 was smaller than the AUD 5.5 million used in operations in that year.

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GELSGelteq LimitedNASDAQ · AustraliaOpen the starter desk