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Fitell Corporation (FTEL) Files for Share and Warrant Offering

April 2, 2024 4:55 PM EDT

Fitell Corporation (NASDAQ: FTEL) has filed the following:

Fitell Corporation, a Cayman Islands company (together with its subsidiaries, “Fitell,” “us,” “our,” “we,” or the “Company”), is offering on a reasonable best efforts basis up to of our ordinary shares, $0.0001 par value per share (“Ordinary Shares”), and Ordinary Share purchase warrants (the “ordinary share warrants”) at an assumed combined public offering price of $ per Ordinary Share and accompanying ordinary share warrant, which represents the last reported sale price of our Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) on , 2024. Each ordinary share warrant is exercisable for one Ordinary Share, has an exercise price of $ per share, will be immediately exercisable upon issuance and will expire years from the date of issuance. The Ordinary Shares and the pre-funded warrants (as defined below), as the case may be, and the ordinary share warrants are immediately separable and will be issued separately but must be purchased together in this offering. All of the Ordinary Shares and the ordinary share warrants included in this offering are being sold by us. The combined public offering price per Ordinary Share (or pre-funded warrant) and accompanying ordinary share warrant will be fixed for the duration of this offering.

We are also offering to those purchasers, if any, whose purchase of Ordinary Shares in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (the “pre-funded warrants”) in lieu of Ordinary Shares that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding Ordinary Shares. The combined purchase price for each pre-funded warrant and accompanying ordinary share warrant will equal the combined public offering price for the Ordinary Share and accompanying ordinary share warrant in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of Ordinary Shares we are offering will be decreased on a one-for-one basis. The combined public offering price per pre-funded warrant and accompanying warrant will be fixed for the duration of this offering. This prospectus also relates to the offering of the Ordinary Shares issuable upon the exercise of such pre-funded warrants and ordinary share warrants sold in this offering



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