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 December 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 ☐
Announcement of Share Repurchase Program
On November 27, 2025, the board of directors of Fitell Corporation (the “Company”) authorized a share repurchase program (“Share Repurchase Program”), under which the Company may repurchase up to $3.0 million of its outstanding Class A ordinary shares, par value $0.0016 per share. The Share Repurchase Program will last a period of 24 months upon the date on which it was approve.
Pursuant to the Share Repurchase Program, the Company intends to repurchase its Class A ordinary shares, from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, in accordance with applicable U.S. federal securities laws, including Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The price which the Company will pay for any such shares will be the prevailing market price at the time of acquisition, subject to certain limitations imposed by applicable securities laws. All shares repurchased pursuant to the Share Repurchase Program will be held as treasury stock or cancelled.
Rodman & Renshaw LLC has been appointed as the broker to implement the Share Repurchase Program according to the Company’s instruction, and in accordance with the rules and regulations of U.S. Securities and Exchange Commission and The Nasdaq Stock Market LLC.
This Share Repurchase Program does not obligate the Company to acquire any particular amount of Class A ordinary shares, and the Share Repurchase Program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
Issuance of Press Release
On December 1, 2025, the Company issued a press release regarding the Share Repurchase Program. A copy of the press release is filed as an exhibit to this Form 6-K as Exhibit 99.1
This Report on Form 6-K shall not constitute or form a part of an offer to sell or a solicitation of an offer to purchase, or the solicitation to sell, any securities of the Company.
| Exhibit No. | Description | |
| 99.1 | Press Release: Fitell Corporation Announces $3 Million Share Repurchase Program |
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: December 1, 2025 | FITELL CORPORATION | |
| By: | /s/ Yinying Lu | |
| Yinying Lu | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Exhibit 99.1

Fitell Corporation Announces $3 Million Share Repurchase Program
Taren Point, Australia – December 1st, 2025 (GLOBE NEWSWIRE) – Fitell Corporation (NASDAQ: FTEL) (“Fitell” or the “Company”) an online retailer of gym and fitness equipment in Australia, today announced that its board of directors (the “Board”) has approved a share repurchase program (the “Share Repurchase Program”) under which the Company may repurchase up to $3 million of its ordinary shares over the next 24 months. The Share Repurchase Program is designed to enhance shareholder value and foster a stronger sense of community among our supporters.
Share Repurchase Program
With a positive outlook on our growth trajectory, the Board has approved the Share Repurchase Program of up to US$3,000,000.00 of our outstanding Class A ordinary shares over the next 24 months.
| ● | Under the program, Fitell may repurchase shares from time to time through open market purchases, block trades, or other means, in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The actual timing, volume, and execution of repurchases will be at the discretion of management and will depend on factors such as share price, market conditions, regulatory requirements, and the Company’s capital position and liquidity needs; |
| ● | Repurchases under the program are expected to be funded using the Company’s existing cash and future operating cash flows. |
| ● | All shares repurchased will be held as treasury stock or cancelled. |
| ● | The Share Repurchase Program does not obligate the Company to acquire any particular number of shares and may be adjusted or terminated at any time depending on market conditions and other corporate considerations. |
| ● | The program is effective immediately and may be modified, suspended, or terminated at any time. |
“Following our FY25 results, we believe the current market valuation does not fully reflect Fitell’s operational progress and opportunities across our fitness operations and 2F Robotics,” said Sam Lu, CEO of Fitell Corporation. “We believe our balance sheet has strengthened and that now is an appropriate time to begin returning value to shareholders. The share repurchase program provides flexibility within our corporate treasury management framework as we continue to advance the Company’s long-term vision.”
Fitell Corporation remains focused on its near-term strategic goals, including our e-commerce operations, AI-driven robotics development, and digital asset treasury management.
The Company is furnishing a Form 6-K to the SEC concurrently with the press release.
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. A number of factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the following: the market conditions, share price, trading volume of the Company’s class A ordinary shares; the Company’s strategic decisions regarding use of capital; the Company’s working capital available for share repurchases; the Company’s ability to execute its business strategies; and other risks and uncertainties. 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