The reverse split proposals are designed to cure a Nasdaq bid price deficiency, but the second consolidation's effectiveness depends on closing a $5M+ offering by mid-December. Monitor the AGM outcome and any subsequent F-1 offering filing for dilution and listing risk.
Price Chart
Executive Summary
Fitness Champs Holdings filed a 6-K with proxy materials for its November 12, 2026 annual general meeting, seeking shareholder approval for a two-step reverse share consolidation (first 2:1, then 100:1, for a combined 200:1 reduction) to regain compliance with Nasdaq's $1.00 minimum bid price rule. The second consolidation is contingent on the company raising at least $5 million from a public offering by December 15, 2026. The filing also covers routine re-appointment of auditor and directors.
Key Facts
- AGM scheduled for November 12, 2026 to vote on a two-step reverse share consolidation (2:1 then 100:1, aggregate 200:1) to address Nasdaq minimum bid price non-compliance.
- Second consolidation is conditional on raising at least $5 million in gross proceeds from a public offering by December 15, 2026.
- As of the record date (October 22, 2026), there were 1,299,391 Class A shares and 19,351 Class B shares outstanding.
- CEO Joyce Lee beneficially owns all 19,351 Class B shares (42.68% of voting rights) and intends to vote them in favor of all proposals.
- The board also recommends re-appointment of Onestop Assurance PAC as auditor and re-appointment of five directors.
Financial Impact
No financial results reported; the filing is a proxy solicitation for a reverse split and governance items. The second consolidation is tied to a minimum $5 million public offering.
Risk Factors
- If the reverse split fails to maintain the bid price above $1.00, the company faces delisting risk.
- The second consolidation and associated offering could cause significant dilution to existing shareholders.
- The company has a market cap of only $1M, making it highly vulnerable to liquidity and going-concern pressures.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001493152-26-049280 |
| Exhibit: ex99-4.htm | 0001493152-26-049280 |
| Exhibit: ex99-2.htm | 0001493152-26-049280 |
| Exhibit: ex99-1.htm | 0001493152-26-049280 |
| Document: form6-k.htm | 0001493152-26-049280 |
| Document: 0001493152-26-049280-index-headers.html | 0001493152-26-049280 |
| Document: 0001493152-26-049280-index.html | 0001493152-26-049280 |
| Document: 0001493152-26-049280.txt | 0001493152-26-049280 |
| Earnings Context (Synthetic; results releases only) | 0001493152-26-049280 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 29, 2026 3d ago | 6-K | $0.8401 | awaiting T+20 | awaiting T+20 | $0.8920 (+6.18%) |
Aug 27, 2026 9w ago | 6-K | $1.02 $0.9701 | ▲ +4.99% | ▲ +4.48% | $0.8920 (+12.63%) |
Jun 29, 2026 17w ago | 6-K | $1.14 $1.02 | ▲ +10.53% | ▲ +9.50% | $0.8920 (+21.75%) |
Jun 10, 2026 20w ago | 6-K | $1.28 $1.33 | ▲ +3.91% | ▲ +2.02% | $0.8920 (−30.31%) |
May 29, 2026 22w ago | Press Release | $1.38 $1.14 | ▲ +17.39% | ▲ +16.09% | $0.8920 (+35.36%) |
Apr 30, 2026 26w ago | 6-K | $3.15 $1.40 | ▲ +55.56% | ▲ +60.52% | $0.8920 (+71.68%) |
Apr 22, 2026 27w ago | 6-K | $7.20 $1.52 | ▼ −78.89% | ▼ −82.05% | $0.8920 (−87.61%) |
Apr 20, 2026 27w ago | 424B4 | $6.75 $1.66 | ▲ +75.41% | ▲ +79.61% | $0.8920 (+86.79%) |
Mar 30, 2026 30w ago | EFFECT | $46.50 $0.1430 | ▲ +99.69% | ▲ +112.29% | $0.8920 (+98.08%) |
Mar 24, 2026 31w ago | F-1 | $51.30 $0.1700 | ▲ +99.67% | ▲ +107.53% | $0.8920 (+98.26%) |
US Market Status
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