Fitness Champs Seeks 200-to-1 Reverse Split to Hold Nasdaq Listing, Tied to $5M Raise
FCHL sits 16% above its 52-week low of $0.754.
Summary
Fitness Champs will ask shareholders on November 12, 2026 to approve a 2-for-1 reverse split and a conditional 100-for-1 split that only takes effect if the company raises at least US$5 million by December 15, 2026 — a bid-price compliance move tied to a planned offering.
Key Events · Corporate Governance and Compliance · FCHL
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Two-Step Reverse Split Proposed
Proposal 1 consolidates every two shares of par value US$0.00225 into one share of US$0.0045; Proposal 3 then consolidates every 100 consolidated shares into one share of US$0.45, an aggregate 200-to-1 reduction.
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Second Split Tied to $5M Raise
The 100-for-1 second consolidation only takes effect if the company receives at least US$5,000,000 in gross proceeds from its F-1 public offering on or before December 15, 2026; otherwise the resolution lapses.
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Nasdaq Bid Price Compliance
The board cites Nasdaq Listing Rule 5550(a)(2), which requires a US$1.00 minimum bid price, as the reason for the consolidations, warning delisting would cut liquidity and make future capital raising harder.
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AGM Set for November 12, 2026
Shareholders of record as of October 22, 2026 vote at the Singapore meeting; 1,299,391 Class A shares (one vote each) and 19,351 Class B shares (50 votes each) are outstanding.
Analysis · FCHL · Trade & Services
Fitness Champs is asking shareholders to approve a two-step reverse split because its Class A shares trade below Nasdaq's $1.00 minimum bid. The first step is a 2-for-1 consolidation; the second, a 100-for-1 consolidation, only happens if the company raises at least US$5,000,000 in gross proceeds from an F-1 offering by December 15, 2026. That linkage is the real story: the company is telling investors it needs fresh capital and a higher share price to stay listed, and the second split is effectively the trigger for a dilutive raise. If the raise or the December 15 deadline is missed, the second consolidation lapses and the listing pressure remains. The proposals are not yet approved — they require shareholder votes at the November 12, 2026 AGM, where CEO Joyce Lee's Class B shares carry 42.68% of voting power and she intends to vote in favor, making passage likely if a quorum attends.
How filings like this one have moved
In the 30 days to Oct 29, 2026, 38.8% of the 970 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.46%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FCHL was trading at $0.87 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $1.1M. The 52-week trading range was $0.75 to $234.00. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.