OpenLearning Limited (ASX:OLL) has released a prospectus dated 10 November 2026 for a pro-rata non-renounceable entitlement issue of one share for every four shares held at the record date, priced at $0.01 per share, to raise up to approximately $2,062,850, with one free attaching new option for every share subscribed for and issued.

Key Points

  • Pro-rata non-renounceable entitlement issue of 1 share for every 4 shares held at the record date, priced at $0.01 per share
  • Offer to raise up to approximately $2,062,850, assuming issue of placement shares prior to the record date
  • One free attaching new option issued for every one share subscribed for and issued under the offer
  • Separate offer of up to 43,000,000 free attaching new options to placement participants
  • Prospectus lodged with ASIC on 10 November 2026; securities described as highly speculative

Entitlement Issue Structure and Placement Options Offer

The prospectus outlines a pro-rata non-renounceable entitlement issue under which eligible shareholders may subscribe for one new share for every four shares held at the record date at an issue price of $0.01 per share. Each share subscribed for and issued carries one free attaching new option. The prospectus also contains a separate offer of up to 43,000,000 free attaching new options to placement participants, or their nominees, referred to as the Placement Options Offer. Applications under the offer can only be made using an original Entitlement and Acceptance Form or Shortfall Application Form.

Use of Proceeds from the Offer and Placement

According to the filing, proceeds from the offer, together with funds raised under the placement, will be applied to sales and marketing across the company's core markets, product development, hosting and artificial intelligence, customer support and onboarding, and working capital. The prospectus states the board's priority is to convert its growing pipeline into larger, multi-year contracts while maintaining cost discipline. Full details of the proposed use of funds are set out in Section 3 of the prospectus.

Half-Year Financial Figures Disclosed in Prospectus

The prospectus discloses that for the half-year ended 30 June 2026, OpenLearning reported revenue of $1.99 million, described as up 42.8%, and gross profit of $1.25 million, described as up 64%, with gross margin reaching 63%. Platform SaaS annual recurring revenue reached $3.27 million, described as the 18th consecutive quarter of SaaS revenue growth. Average SaaS ARR per business-to-business customer rose 24.5% to $12,369. The EBITDA loss narrowed 27.1% to $1.22 million, and quarterly cash receipts reached $1.653 million in the June quarter, according to the filing.