Gelteq Ltd美股招股说明书(2025-08-29版)

Up to 4,000,000 Ordinary Shares Gelteq Limited This prospectus relates to the resale, from time to time, of up to 4,000,000 of our ordinary shares, no par value (the “OrdinaryShares”), by the selling shareholder, Lincoln Park Capital Fund, LLC (“Lincoln Park”, or the “selling shareholder”). The Ordinary Shares being offered by the selling shareholder have been or may be issued pursuant to that certain purchase agreementbetween us and Lincoln Park, dated as of March 13, 2025 (the “Purchase Agreement”). See “The Lincoln Park Transaction” for adescription of the Purchase Agreement and “Selling Shareholder” for additional information regarding Lincoln Park. The prices atwhich Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We may receive gross proceeds of up to $12,000,000 from the sale of our Ordinary Shares (“Purchase Shares”) to Lincoln Park underthe Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is apart is declared effective and after satisfaction of other conditions in the Purchase Agreement. We are not selling any securities underthis prospectus and will not receive any of the proceeds from the sale of the shares by the selling shareholder. Lincoln Park may sell the Ordinary Shares described in this prospectus in a number of different ways and at varying prices. The pricethat Lincoln Park will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuatebased on the trading price of our Ordinary Shares. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement depending on the type ofpurchase notice we submit to Lincoln Park from time to time. We will pay the expenses incurred in registering the Ordinary Shares,including legal and accounting fees. See “Plan of Distribution” on page 79 for more information about how Lincoln Park may sell theOrdinary Shares being registered pursuant to this prospectus. We previously closed our initial public offering (“IPO”) on October 30, 2024. Our Ordinary Shares are listed on the Nasdaq CapitalMarket (“Nasdaq”) under the symbol “GELS.” On August 28, 2025, the closing price of our Ordinary Shares was $1.28 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 8 for a discussion ofinformation that should be considered in connection with an investment in our Ordinary Shares. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is August 29, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiiTRADEMARKS AND TRADE NAMESivEXCHANGE RATESviPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS8DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS16THE LINCOLN PARK TRANSACTION17USE OF PROCEEDS22DILUTION23MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS24BUSINESS43DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES69EXECUTIVE COMPENSATION75PRINCIPAL SHAREHOLDER77RELATED PARTY TRANSACTIONS77SELLING SHAREHOLDER78PLAN OF DISTRIBUTION79EXPENSES RELATING TO THIS OFFERING81LEGAL MATTERS82EXPERTS82WHERE YOU CAN FIND ADDITIONAL INFORMATION82INCORPORATION OF CERTAIN INFORMATION BY REFERENCE83 You should rely only on the information contained or incorporated by reference in this prospectus or in any related free-writingprospectus. Neither we nor the selling shareholder has authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we havereferred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others maygive you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permittedor where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer orsale. We have not taken any action to permit a public offering of the Ordinary Shares outside the United States o