Highlights

  • OpenLearning is raising up to A$2.14 million through a Placement and one-for-four non-renounceable entitlement offer.
  • New shares are priced at A$0.01 each, with one free option exercisable at A$0.015 per new share.
  • SaaS ARR reached a record A$3.44 million at 30 September 2026, up 21% year on year.
  • Cash fell to A$0.2 million at quarter end, after a A$0.67 million net operating cash outflow.

OpenLearning (ASX:OLL) is seeking up to A$2.14 million from investors and existing shareholders, launching the Capital raising on 2 November 2026 days after reporting its strongest quarter of contract signings. The education technology company signed more than A$2.8 million in minimum new SaaS contract value in the September 2026 quarter, led by a five-year agreement in the Philippines.

The raising follows a Trading halt requested on 29 October 2026 and comes with the company's cash reserves reduced to about A$0.2 million at 30 September 2026.

How the Raising Is Structured

The offer comprises a A$150,000 placement to sophisticated and professional investors and a pro-rata, non-renounceable entitlement offer of one new share for every four held, raising up to about A$1.99 million. Both are priced at A$0.01 per share, a 9% discount to the last close of A$0.011 on 28 October 2026. Each new share carries one free unquoted option exercisable at A$0.015 and expiring on 31 October 2027.

The entitlement offer is not underwritten. Commitments of A$700,000 have been received, including the fully committed placement and about A$550,000 from directors. Largest Shareholder ECA Investments Group, linked to non-executive director Rupesh Singh, plans to take up about A$525,000 of its entitlement. Funds are earmarked for sales and Marketing in the Philippines, Malaysia and Indonesia, AI platform development, The Uni Guide student recruitment Business and working capital.

Philippine Contracts Drive Record SaaS Signings

OpenLearning provides an AI-powered learning management system to more than 250 education providers, mainly across Australia, Malaysia and the Philippines. In the Sep-2026 quarter, SaaS ARR rose 5% on the June quarter to A$3.44 million, its 19th consecutive quarter of SaaS Revenue growth, and B2B SaaS customers increased to 270.

The largest win was a five-year LMS agreement signed on 25 September 2026 with one of the Philippines' largest private education institutions, carrying a minimum value of about US$1.23 million and starting on 1 July 2027. Five new Philippine institutions accounted for 85% of new ARR signed in the quarter.

Receipts, Cash Burn and Funding Need

Customer receipts were A$1.10 million for the quarter, with platform SaaS receipts of A$0.81 million affected by invoicing timing after a record June quarter. The net operating cash outflow was A$0.67 million, and cash declined from A$0.87 million at 30 June 2026. With no Debt facilities, the company estimated about 0.31 quarters of funding at the current Burn Rate before the raising.

Timetable and Stated Priorities

Under the indicative timetable, placement shares are expected to be issued on 4 November, the Record Date is 10 November, and the entitlement offer is scheduled to open on 13 November and close on 30 November 2026, with new shares expected to be issued on 7 December. Management expects net operating outflows to decline as costs are reduced, is targeting Cash Flow breakeven, and expects multi-year, campus-wide LMS opportunities to progress through the December quarter and into 2027.

Shares were priced at A$0.01 on 2 November 2026, down 9.09% on the day, giving a Market Capitalisation of A$7.82 million.