Peters Investments advances A$3.5 million as Felix™ repeat orders build
Memphasys (ASX: MEM) has executed a convertible note subscription agreement with Peters Investments Pty Ltd, a long-term major shareholder and existing noteholder, with the A$3.5 million advance scheduled to be received on 2 October 2026. The funding is structured as an interest-bearing loan until shareholder and ASX approvals are obtained to formally issue the convertible notes.
The capital will be directed across three priorities: expanding the European commercial team, building cartridge and console inventory, and pursuing market expansion. The announcement also confirms that Memphasys now reports more than A$5.1 million in minimum contracted sales across at least 31 countries, and that Melissa Peters has joined the Board as a Non-Executive Director with immediate effect.
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A year of regulatory wins and growing commercial traction
The funding arrives at a point where Felix™ has moved from regulatory milestones into active clinic use and repeat purchasing. Felix™ received CE Mark certification in December 2025, Australian TGA inclusion in February 2026, and UK MHRA registration. Monash IVF Group signed a national supply agreement, with two clinics active within its 22-clinic Australian network.
The Monash IVF national supply agreement, covering a 22-clinic network that performed more than 12,000 stimulated IVF cycles in FY2025, converted a decade-long clinical partnership into contracted recurring revenue and remains the largest single Felix commercial deal executed to date.
In the Middle East, partner ITL placed an initial order, followed by an additional 1,000 cartridges in May and a further 300 cartridges in September, bringing total orders to 2,100 cartridges in the first contract year. Revenue reached A$150,000 in the June 2026 quarter, up 34% on the March quarter, while minimum contracted sales stood at approximately A$3.0 million at 30 June 2026.
Since then, a series of new activations has accelerated that pipeline:
- Vietnam: registration triggered an order for 600 cartridges
- Thailand: approval activated an order for 100 cartridges and 3 consoles
- Türkiye: registration enabled an initial sale of 100 cartridges and 2 consoles
Memphasys also signed Nordic and Central European commercial partner agreements and reported additional repeat orders in Italy, the UK and MENA on 25 September 2026. Minimum contracted sales have grown from approximately A$3.0 million at 30 June to more than A$5.1 million now.
What is a convertible note — and what does it mean for MEM shareholders?
A convertible note is a loan that can be converted into shares at a predetermined price, allowing a company to access capital immediately without creating immediate dilution to existing shareholders. If conversion occurs, the loan balance becomes shares rather than a debt to be repaid.
For this funding, the interest rate is 12.5% per annum, compounded monthly and capitalised. The notes mature two years from the advance date, unless extended by agreement. Peters Investments may elect to convert before or at maturity, at an initial conversion price of A$0.004 per share (0.4 cents). An 80% floor provision applies: if any equity raising is completed below A$0.004 after the notes are issued and before conversion, the conversion price resets to 80% of the lowest price in that raise.
Memphasys also proposes a 1-for-10 share consolidation, subject to shareholder approval. Under this structure, every 10 existing shares would become 1 new share. Each shareholder’s proportionate interest remains unchanged before any other share issuance. Conversion prices and potential entitlements under both the existing and new Peters notes would adjust under ASX Listing Rules, so noteholders receive no benefit unavailable to ordinary shareholders.
The table below illustrates the indicative share count impact, using the 3,095.0 million ordinary shares disclosed in the September 2026 investor presentation, and assuming full conversion of both note principal amounts.
| Ordinary shares or potential shares | Before 10:1 | After 10:1 |
|---|---|---|
| Existing ordinary shares | 3,095.0m | 309.5m |
| Existing Peters note principal (A$4.2m at A$0.0024), if fully converted | 1,750.0m | 175.0m |
| New Peters note principal (A$3.5m at A$0.004), if fully converted | 875.0m | 87.5m |
| Total (both principal amounts converted) | 5,720.0m | 572.0m |
Important disclaimer
The above table is an illustration only. It excludes approximately 779 million unlisted options currently on issue, interest, any conversion price reset, later securities issues and fractional adjustments. Conversion is at Peters Investments’ election, subject to approvals and applicable law. Indicative conversion prices after a 10:1 consolidation would be A$0.024 and A$0.04 respectively.
Board strengthened and next steps confirmed
Melissa Peters joins the Board as Non-Executive Director
Melissa Peters has been appointed to the Board as a non-independent Non-Executive Director with immediate effect. She is Managing Director of Peters Investments and brings more than 30 years of experience across brand strategy, communications, customer relationship management systems, and customer service training. She has also served as Non-Executive Director of The Agency Group Australia Limited (ASX: AU1) since May 2026.
Melissa Peters, Non-Executive Director
“Peters Investments is a long-term major shareholder of Memphasys, and our further investment reflects our strong confidence in the Company’s direction. We believe the current leadership has brought Memphasys to an important commercial inflection point, with Felix™ gaining international traction and generating repeat orders. We are committed for the long term, and I look forward to bringing my experience and perspective to the Board as we help the Company capitalise on the significant opportunity ahead.”
David Tasker, Executive Chairman
“We have reached the point where partners and clinics are placing repeat orders for Felix™. Peters Investments has backed Memphasys for the long term, and its A$3.5 million advance gives us the ability to build the team and inventory to serve those customers and pursue a wider sales pipeline. Over the past year we have gained regulatory access, signed distribution and supply agreements, and started to see repeat demand. This funding can help us turn that progress into a larger, more consistent commercial business. The proposed consolidation will also give us a simpler share structure as we enter this next stage.”
Key milestones and indicative timetable
The company has outlined the following indicative schedule for approvals and structural changes:
- October 2026: AGM notice dispatched and lodged with ASX
- November 2026: EGM notice (convertible note approvals) dispatched and lodged with ASX
- 25 November 2026: AGM
- December 2026: EGM (convertible note approvals) and, subject to required approvals, issue of convertible notes
- Consolidation effective date: to be confirmed
- Unmarketable parcel sale facility (if proceeding): to be confirmed
The note issuance is subject to shareholder approval and any ASX approval or confirmation required under Listing Rule 6.1. The proposed consolidation is subject to shareholder approval at the AGM. The conditions must be met within 90 days of execution, unless the parties extend the deadline. If shareholder approval is not obtained, Memphasys would be required to repay the loan and accrued interest within 20 business days after the shareholder meeting.
Memphasys is also progressing a ringfenced FDA regulatory programme for Felix™, which, while not expected to represent a significant drain on cash or resources, is considered strategically critical to the company’s longer-term growth into the US market.
The FDA 510(k) clearance pathway, which requires demonstrating substantial equivalence to an existing cleared device rather than pursuing the slower De Novo route, is being progressed as a ringfenced programme with a formal submission targeted for Q1 CY2027.
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