GMEX Robotics Corporation filed a Form 6-K with the SEC on November 2, 2026, disclosing that it entered into a Preferred Share Conversion Inducement Agreement with holders of its Class C Preferred Shares on that same date.

Key Highlights

  • Conversion agreed: An aggregate of 2,142 Class C Preferred Shares will convert at a price equal to 23% of the closing market price of the Company's Class A ordinary shares on the trading day immediately prior to the date of conversion.
  • Shares to be issued: The conversion is expected to produce an aggregate of 10,961,680 Class A Shares.
  • Additional inducement: As an additional inducement, the Company agreed to issue an aggregate of 1,500 additional Class C Preferred Shares to the Holders.
  • Background transaction: The Class C Preferred Shares were originally issued as part of an initial purchase price of US $2.52 million, with 85% payable in newly issued Class C Preferred Shares and 15% in cash, under a Share Purchase Agreement with Alpha Meta AI Pte. Ltd.
  • Unregistered securities: The Company disclosed that neither the Class A Shares upon conversion nor the Additional Class C Preferred Shares have been registered under the Securities Act of 1933, and relied on exemptions under Section 4(a)(2) and/or 3(a)(9).
  • Incorporated by reference: The filing is deemed incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-284232).

GMEX Robotics Inducement Agreement: Class C Preferred Share Conversion Details

According to the Form 6-K furnished to the SEC by GMEX Robotics Corporation (NASDAQ:GMEX), a British Virgin Islands company headquartered in Taren Point, NSW, Australia, the Company entered into a Preferred Share Conversion Inducement Agreement with the holders of its Class C Preferred Shares on November 2, 2026. Under the Inducement Agreement, the Holders agreed to convert an aggregate of 2,142 Class C Preferred Shares at a conversion price equal to 23% of the closing market price of the Company's Class A ordinary shares on the trading day immediately prior to the date of conversion, resulting in an aggregate of 10,961,680 Class A Shares.

As context, the filing explains that the Class C Preferred Shares were originally created in connection with a Share Purchase Agreement, dated July 28, 2026 and amended October 14, 2026, with Alpha Meta AI Pte. Ltd. (a Singapore company) and MetaGen AI Limited (a British Virgin Islands company). Pursuant to that agreement, the Company acquired equity interests representing 30% of Alpha Meta AI's issued and outstanding equity on a fully diluted, after-issued basis for an initial purchase price of US $2.52 million, with 85% payable in newly issued Class C Preferred Shares and 15% payable in cash. The filing notes that each Class C Preferred Share was originally convertible at the holder's option at a conversion price equal to the Closing VWAP as defined in the Share Purchase Agreement.

In addition to permitting the discounted conversion, the Company agreed to issue an additional 1,500 Class C Preferred Shares to the Holders as further inducement. The filing states that the Class A Shares and the Additional Class C Preferred Shares are being issued pursuant to exemptions from registration under Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended, and that such securities may not be offered or sold in the United States absent registration or an applicable exemption. The filing was signed by Yinying Lu, Chief Executive Officer and Director, on November 2, 2026.

What Was Disclosed

GMEX Robotics Corporation disclosed a Preferred Share Conversion Inducement Agreement dated November 2, 2026, under which 2,142 Class C Preferred Shares convert into 10,961,680 Class A Shares at 23% of market price, with 1,500 additional Class C Preferred Shares issued as inducement.