エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number 001-41774
Fitell Corporation
(Translation of registrant’s name into English)
23-25 Mangrove Lane
Taren Point, NSW 2229
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 17, 2025, Fitell Corporation (the “Company”) issued a press release entitled “Fitell Corporation Announces Fiscal Year 2025 Results,” a copy of which press release is attached to this Form 6-K as Exhibit 99.1.
Exhibits 99.1 to this Form 6-K are incorporated by reference into the registration statement on Form F-3 (No. 333- 284232) of the Company and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description | |
| 99.1 | Fiscal Year 2025 Results Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 17, 2025 | FITELL CORPORATION | |
| By: | /s/ Yinying Lu | |
| Yinying Lu | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Exhibit 99.1
Fitell Corporation Announces Fiscal Year 2025 Results
Taren Point, Australia – November 17, 2025 – Fitell Corporation (NASDAQ: FTEL) (“Fitell” or the “Company”) today reported financial results for the fiscal year ended June 30, 2025.
| ● | Revenue was $5.20 million, up 16.4% year over year, driven by increasing merchandise sales of gym and fitness equipment and products, supported by higher order volume and improved average order value. | |
| ● | Gross profit was $2.04 million, up 28.8% year over year; gross margin was 39.3%, up 380 bps, reflecting the results of the newly implemented pricing strategy. | |
| ● | Total operating expenses were $3.68 million, down 61.6% year over year, primarily due to the Company’s cost cutting efforts in general and administrative expenses. | |
| ● | Cash and cash equivalent as of June 30, 2025 was $2.9 million, or $2.2 per share on a post share consolidation basis as compared to $0.9 million a year ago. | |
| ● | Total stockholders’ equity stood at $9.2 million, or $7.0 per share, as compared to $9.0 million a year ago. | |
| ● | Loss from operations was $1.64 million, up 79.5% year over year, as higher gross profit combined with lower operating expenses. | |
| ● | Net loss was $0.68 million, improved by 92.7% year over year, as a result of revenue growth and overall expense reductions, partially offset by warrant extinguishment cost and amortized expenses related to the Company’s IPO expenses. | |
| ● | Basic and diluted Earning Per Share improved by 95.0% to -$0.53 in FY2025 from -$10.63 in FY2024. |
“Fitell delivered double-digit revenue growth and meaningfully improved profitability metrics in FY2025. Our focus last year was strengthening our legacy gym equipment business and positioning the Company for healthy growth with financial discipline,” said Sam Lu, CEO of Fitell.
“Following year-end, we initiated two exciting and game changing corporate strategies in digital assets and AI robotics designed to leverage our existing platform and embrace new and potentially hyper growth verticals while remaining disciplined in our legacy businesses, which are expected to generate positive operation cash flows in FY2026 subjected to business and operating conditions, plus other factors uncontrollable by the management. We’re investing in the future to capitalize on emerging opportunities.”
FY 2025 Financial Highlights
The following table summarizes our financial results for the fiscal years ended June 30, 2025 and 2024 (in thousands, except percentages and per share amounts).
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Revenues | $ | 5,200 | $ | 4,467 | 16.4 | % | ||||||
| Gross profit | $ | 2,042 | $ | 1,586 | 28.8 | % | ||||||
| Gross margin | $ | 39.3 | % | $ | 35.5 | % | ||||||
| Total operating expenses | $ | 3,683 | $ | 9,584 | (61.6 | )% | ||||||
| Loss from operations | $ | (1,641 | ) | $ | (7,999 | ) | (79.5 | )% | ||||
| Net loss | $ | (683 | ) | $ | (9,312 | ) | 92.7 | % | ||||
| Basic and diluted EPS | $ | (0.53 | ) | $ | (10.63 | ) | 95.0 | % | ||||
Recent Developments and Subsequent Events
| ● | September 2025 – Digital-asset treasury. Fitell launched a Solana-based digital-asset treasury initiative and executed initial PUMP token acquisitions to seed the program, following the first closing of $15 million under the Company’s $100 million facility. | |
| ● | November 2025 – $50 million Stablecoin financing & robotics. In November 2025, Fitell secured and closed a $50 million stablecoin-linked financing. Following the financing, the Company formed 2F Robotics, a platform for AI-driven advanced robotic systems. Product development will be in partnership with GZ Fukonn Vanguard Intelligent Technology, an Asia-based robotics company. | |
| ● | Dymanic treasury mix. As a result, Fitell’s corporate treasury is now positioned to be diversified across cash, stablecoins, Solana (SOL), and PUMP. |
FITELL CORPORATION
CONSOLIDATED BALANCE SHEETS
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 2,890,822 | $ | 939,014 | ||||
| Investment in marketable securities | - | 124,963 | ||||||
| Accounts receivable, net | 242,079 | 60,042 | ||||||
| Inventory, at cost | 3,042,629 | 2,439,793 | ||||||
| Capital receivables of convertible notes | - | 1,472,000 | ||||||
| Note receivable | 2,500,000 | 2,500,000 | ||||||
| Deposits and prepaids | 313,979 | 316,869 | ||||||
| Prepaid offering costs | 600,000 | 1,200,000 | ||||||
| Total current assets | 9,589,509 | 9,052,681 | ||||||
| Property and equipment, net | 20,122 | 27,133 | ||||||
| Operating right of use asset, net | 287,322 | 557,798 | ||||||
| Deferred tax asset, net | - | 342,122 | ||||||
| Brand names | 337,504 | 337,504 | ||||||
| Goodwill | 1,161,052 | 1,161,052 | ||||||
| Total assets | $ | 11,395,509 | $ | 11,478,290 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 1,326,988 | $ | 1,210,956 | ||||
| Deferred revenue | 335,956 | 209,100 | ||||||
| Income tax payable | 196,587 | 408,681 | ||||||
| Due to related parties | 15,283 | 38,808 | ||||||
| Current portion of operating lease liability | 286,378 | 278,432 | ||||||
| Total current liabilities | 2,161,192 | 2,145,977 | ||||||
| Accrued employee benefits, non-current | 32,177 | 21,520 | ||||||
| Operating lease liability, less current portion | 12,182 | 301,921 | ||||||
| Total liabilities | 2,205,551 | 2,469,418 | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity: | ||||||||
| Class A Common stock, $0.0001 par value; 493,560,000 and 500,000,000 shares authorized at June 30, 2025 and 2024, respectively, 21,020,597 and 20,123,386 Class A shares issued and outstanding at June 30, 2025 and 2024, respectively | 2,102 | 2,012 | ||||||
| Class B Common stock, $0.0001 par; 6,440,000 shares and nil shares authorized at June 30, 2025 and 2024 respectively. No Class B Common stock was issued at June 30, 2025 and 2024. | - | - | ||||||
| Additional paid-in capital | 19,874,591 | 19,014,389 | ||||||
| Accumulated other comprehensive loss | (10,219 | ) | (13,737 | ) | ||||
| Accumulated deficit | (10,676,516 | ) | (9,993,792 | ) | ||||
| Total stockholders’ equity | 9,189,958 | 9,008,872 | ||||||
| Total liabilities and stockholders’ equity | $ | 11,395,509 | $ | 11,478,290 | ||||
FITELL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the years ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Merchandise revenue | $ | 5,200,138 | $ | 3,956,962 | ||||
| Sales of consumable products | - | 358,536 | ||||||
| Revenue from licensing customers | - | 151,277 | ||||||
| Total revenues | 5,200,138 | 4,466,775 | ||||||
| Cost of goods sold | (3,157,996 | ) | (2,881,060 | ) | ||||
| Gross profit | 2,042,142 | 1,585,715 | ||||||
| Operating expenses: | ||||||||
| Consulting fees | 619,108 | 5,468,126 | ||||||
| General and administrative expenses | 1,138,266 | 2,452,954 | ||||||
| Personnel expenses | 1,195,958 | 951,451 | ||||||
| Sales and marketing expenses | 416,596 | 351,298 | ||||||
| Operating lease expense | 303,869 | 284,169 | ||||||
| Licensing fees | - | 65,839 | ||||||
| Depreciation expense | 9,467 | 10,385 | ||||||
| Total operating expenses | 3,683,264 | 9,584,222 | ||||||
| Loss from operations | (1,641,122 | ) | (7,998,507 | ) | ||||
| Other income (expenses): | ||||||||
| Change in fair value of warrants | 2,024,942 | - | ||||||
| Loss on extinguishment of warrants | (285,346 | ) | - | |||||
| IPO related expenses | (600,000 | ) | (50,523 | ) | ||||
| Unrealized loss on investments | - | (354,781 | ) | |||||
| Realized gain on investments | 50,675 | - | ||||||
| Other income | 44 | 121,889 | ||||||
| Interest income | 215,586 | 2,574 | ||||||
| Interest expense | (114,006 | ) | (1,242,140 | ) | ||||
| Total other incomes (expenses) | 1,291,895 | (1,522,981 | ) | |||||
| Loss before taxes | (349,227 | ) | (9,521,488 | ) | ||||
| Income tax expense (benefit) | 333,497 | (209,343 | ) | |||||
| Net loss | (682,724 | ) | (9,312,145 | ) | ||||
| Foreign currency translation adjustment | 3,518 | (13,673 | ) | |||||
| Comprehensive loss | $ | (679,206 | ) | $ | (9,325,818 | ) | ||
| Basic and diluted loss per share on net loss | $ | (0.53 | ) | $ | (10.63 | ) | ||
| Weighted average shares outstanding - basic and diluted | 1,277,346 | 876,266 | ||||||
FITELL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Retained Earnings (Accumulated |
|||||||||||||||||||||
| Shares | Amount | Capital | Income (Loss) | Deficit) | Total | |||||||||||||||||||
| Balance July 1, 2023 | 8,120,000 | $ | 812 | $ | 7,097,822 | $ | (64 | ) | $ | (681,647 | ) | $ | 6,416,923 | |||||||||||
| Funds raised in IPO | 3,000,000 | 300 | 7,497,342 | - | - | 7,497,642 | ||||||||||||||||||
| Shares issued for conversion of debt | 4,090,909 | 409 | 3,599,591 | - | - | 3,600,000 | ||||||||||||||||||
| Shares issued for conversion of debt | 4,892,727 | 489 | 819,599 | - | - | 820,088 | ||||||||||||||||||
| Shares issued pursuant to underwriter’s warrants | 19,750 | 2 | 35 | - | - | 37 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | (13,673 | ) | - | (13,673 | ) | ||||||||||||||||
| Net loss | - | - | - | - | (9,312,145 | ) | (9,312,145 | ) | ||||||||||||||||
| Balance June 30, 2024 | 20,123,386 | $ | 2,012 | $ | 19,014,389 | $ | (13,737 | ) | $ | (9,993,792 | ) | $ | 9,008,872 | |||||||||||
| Funds raised in Registered Direct Offering | 796,813 | 80 | 869,750 | - | - | 869,830 | ||||||||||||||||||
| Share issued for repurchase of warrants | 100,398 | 10 | (9,548 | ) | - | - | (9,538 | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | 3,518 | - | 3,518 | ||||||||||||||||||
| Net loss | - | - | - | - | (682,724 | ) | (682,724 | ) | ||||||||||||||||
| Balance June 30, 2025 | 21,020,597 | $ | 2,102 | $ | 19,874,591 | $ | (10,219 | ) | $ | (10,676,516 | ) | $ | 9,189,958 | |||||||||||
FITELL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the years ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (682,724 | ) | $ | (9,312,145 | ) | ||
| Adjustments to reconcile net loss to net | ||||||||
| cash from operating activities: | ||||||||
| Change in fair value of warrants | (2,024,942 | ) | - | |||||
| Loss on extinguishment of warrants | 285,346 | - | ||||||
| Depreciation | 9,467 | 10,385 | ||||||
| Amortization of right of use assets | 303,869 | 284,169 | ||||||
| Valuation allowance for deferred tax asset | 342,122 | - | ||||||
| Bad debt provision | - | 579,265 | ||||||
| Unrealized loss on investments | - | 354,781 | ||||||
| Realized gain on investments | (50,675 | ) | - | |||||
| Amortization of debt discount | - | 1,108,088 | ||||||
| Stock issued for services | - | 37 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (184,493 | ) | (449,210 | ) | ||||
| Inventory, at cost | (602,836 | ) | (1,914,007 | ) | ||||
| Capital receivables of convertible notes | 1,472,000 | - | ||||||
| Deposits and other current assets | 2,890 | (303,457 | ) | |||||
| Prepaid offering costs | 600,000 | (1,999,475 | ) | |||||
| Deferred tax asset | - | (209,768 | ) | |||||
| Accounts payable and accrued expenses | (96,647 | ) | 42,233 | |||||
| Deferred revenue | 126,856 | (29,251 | ) | |||||
| Income tax payable | (212,094 | ) | (77,377 | ) | ||||
| Accrued employee benefits, non-current | 10,657 | 3,090 | ||||||
| Operating lease liability | (315,186 | ) | (340,897 | ) | ||||
| Net cash from activities | (1,016,390 | ) | (12,253,539 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Sales of investments | 175,638 | - | ||||||
| Investment in note receivable | - | (2,500,000 | ) | |||||
| Net cash from investing activities | 175,638 | (2,500,000 | ) | |||||
| Cash Flows from Financing Activities | ||||||||
| Net activity on due to related parties | (23,525 | ) | 14,422 | |||||
| Funds raised in IPO, gross | - | 13,614,983 | ||||||
| Funds raised in Registered Direct Offering, gross | 3,496,303 | - | ||||||
| Funds raised in note payables, net | 212,679 | 1,840,000 | ||||||
| Repurchase of warrants | (896,415 | ) | - | |||||
| Net cash from financing activities | 2,789,042 | 15,469,405 | ||||||
| Foreign currency translation adjustment | 3,518 | (13,673 | ) | |||||
| Change in cash and cash equivalents | 1,951,808 | 702,193 | ||||||
| Cash and cash equivalents at beginning of period | 939,014 | 236,821 | ||||||
| Cash and cash equivalents at end of period | $ | 2,890,822 | $ | 939,014 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | 243,294 | $ | 247,313 | ||||
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
Certain statements in this release, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Risks and uncertainties include without limitation: effects of global and regional economic conditions, including as a result of government policies, trade and other international disputes, geopolitical tensions, conflict, terrorism, natural disasters, and public health issues; risks relating to the design, manufacture, introduction, and transition of products and services in highly competitive and rapidly changing markets, including from reliance on third parties for components, technology, manufacturing, applications, services, support, and content; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; and effects of unfavorable legal proceedings, government investigations, and complex and changing laws and regulations. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law. We cannot guarantee that future results reflected in the forward-looking statements will occur. Important factors that could cause actual results to differ materially include, but are not limited to the risks and uncertainties described in our most recently filed annual report on Form 20-F and Form 6-K reports filed in connection with our earnings result and other filings with the Securities and Exchange Commission.
For more information, please contact:
Chief Financial Officer
Edwin Tam
edwin@gymdirect.com.au
Investor Relations
ir@fitellcorp.com