Memphasys will receive an A$3.5 million advance from major shareholder Peters Investments to expand Felix production, inventory and sales capacity as repeat orders emerge across international markets. The funding carries a 12.5% interest rate, potential equity dilution and requires shareholder and ASX approvals before the convertible notes can be issued.
- A$3.5 million interest-bearing advance due on 2 October
- More than A$5.1 million in minimum contracted sales across 31 countries
- Convertible notes could add 875 million shares before consolidation
- One-for-ten share consolidation proposed for shareholder approval
- Peters Investments managing director Melissa Peters joins the Board
A$3.5 Million Advance Targets Felix Supply Constraints
Memphasys Limited (ASX:MEM) is turning to its largest shareholder for capital at a potentially important point in Felix’s commercial rollout. Peters Investments Pty Ltd will advance A$3.5 million on 2 October under a convertible note subscription agreement, giving the reproductive biotechnology company funding to expand its commercial team, build inventory and pursue international sales.
The money arrives as Memphasys reports repeat orders from partners and IVF clinics in Italy, the UK and the Middle East and North Africa. The company now puts minimum publicly announced contracted sales at more than A$5.1 million across at least 31 countries, although that figure is not revenue or cash received. Revenue was A$150,000 in the June 2026 quarter, up 34% from March.
Funding Comes With Approval Conditions and Dilution Risk
Until shareholders and ASX requirements are satisfied, the advance remains an unsecured loan bearing interest at 12.5% a year, compounded monthly and capitalised. If the required approvals fail, Memphasys must repay the loan and accrued interest within 20 business days of the relevant shareholder meeting. Peters Investments can also require accrued interest to be paid in cash on 30 days’ notice.
If issued, the notes would initially convert at A$0.004 per share, subject to a reset to 80% of the lowest price in any qualifying equity raising below that level. On the company’s illustration, the new notes could represent 875 million shares before the proposed consolidation, while existing Peters notes could represent another 1.75 billion. Including current shares, full conversion of both principal amounts would produce 5.72 billion shares on the pre-consolidation basis, excluding options, interest and future adjustments.
Commercial Expansion and Board Changes
Memphasys plans to direct the advance towards three linked priorities: strengthening its European commercial team, increasing production and cartridge and console inventory, and extending coverage in existing and prospective markets. The funding will also support a ringfenced FDA regulatory programme, which the company describes as strategically important but not expected to consume significant cash or resources. Pipeline opportunities remain subject to customer decisions, clinic adoption and reliable supply.
The company will seek approval for a one-for-ten share consolidation at its 25 November AGM. The move would reduce the share count by about 90% without changing each shareholder’s proportional interest before other issues, and it would not remove the economic dilution associated with note conversion. Peters Investments managing director Melissa Peters has joined the Board as a non-independent non-executive director, putting the funding shareholder directly into the company’s governance structure.
The immediate test is whether Memphasys can convert contracted minimums and repeat orders into materially higher revenue and cash receipts while keeping inventory and regulatory spending under control. Shareholders still need to vote on the note conversion arrangements and consolidation, with the proposed notes also subject to any required ASX approval or confirmation.
Bottom Line?
The funding gives Memphasys room to serve Felix demand, but the next proof point is conversion of contracted sales into cash before the notes’ dilution and repayment obligations become decisive.
Questions in the middle?
- Can repeat Felix orders translate into revenue and cash receipts at a scale that supports the expanded commercial and manufacturing base?
- Will shareholders and ASX approve the convertible notes, and will any price reset materially increase potential dilution?
- How quickly can the FDA pathway progress while Memphasys expands across Europe, Asia and existing markets?