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Codeifai Limited (ASX:CDE) has sought quotation for 75,000,000 newly issued ordinary fully paid shares on the Australian Securities Exchange following the exercise of nil-cost options on 30 June 2026. These shares were issued at an issue price of $0.01 each, resulting in $750,000 raised from the conversion of the CDEAA option series, which carried no exercise price. This issuance increases Codeifai's total quoted ordinary shares to over 1.07 billion, marking a significant expansion of the company's issued capital. Investors will be closely monitoring how this enlarged share base influences the company's capital structure and what the remaining unquoted options might indicate about future dilution.<\/p> <\/div>
Key Points<\/h3>
- Company: Codeifai Limited (ASX:CDE)<\/li>
- 75,000,000 ordinary fully paid shares issued on 30 June 2026 following exercise of nil-cost options (CDEAA series)<\/li>
- Issue price per share: $0.01, generating gross proceeds of $750,000<\/li>
- Total quoted ordinary shares post-quotation: 1,073,058,639<\/li>
- Application for quotation lodged with ASX on 3 July 2026<\/li>
- New shares rank equally with existing ordinary shares from the issue date<\/li>
- Significant unquoted option overhang remains, including over 153 million options expiring April 2029 and over 117 million expiring December 2028<\/li>
- Investors should monitor further option exercises and related capital management announcements<\/li>
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Full Exercise of Nil-Cost CDEAA Options Completed on 30 June 2026<\/h2>
The 75 million new ordinary shares arise from the full exercise of the CDEAA option series, which had a nil exercise price and an expiry date of 6 June 2028. As per the company update lodged on 3 July 2026, all options in this series were exercised on 30 June 2026, leaving the CDEAA class with zero securities on issue. This conversion coincides with the end of the 2025–26 financial year, potentially affecting accounting and reporting for the upcoming full-year results.<\/p>
Since the options were nil-cost, holders were not required to pay an exercise price to receive the underlying shares. The only cash consideration to Codeifai was the $0.01 issue price per share, as documented in the Appendix 2A filing. The company confirmed the securities were issued for cash consideration in Australian dollars. The company update did not elaborate on the contractual or structural rationale for the nil exercise price on the CDEAA series.<\/p>
Recording the $750,000 Raised From the $0.01 Share Issue<\/h2>
Issuing 75 million shares at $0.01 each generates gross proceeds of $750,000, directly derived from the disclosed issue price and quantity. The announcement did not specify how these funds will be allocated, whether toward operations, working capital, or specific projects.<\/p>
For context, a $0.01 per share issue price is at the lower end for ASX-listed securities and likely reflects the original option structure mechanics rather than a market-based capital raise. Investors seeking details on fund usage or potential capital management updates should watch for further communications from Codeifai's management.<\/p>
Codeifai's Quoted Ordinary Shares Surpass 1.07 Billion<\/h2>
After the quotation of these 75 million shares, Codeifai's total quoted ordinary fully paid shares will reach 1,073,058,639. This figure is automatically calculated by the ASX system and reflects the addition of the new shares to the existing quoted shares. The company noted these figures may not fully represent the current issued capital if other forms are being processed simultaneously by ASX.<\/p>
With a share count exceeding one billion, Codeifai ranks among the more heavily capitalized smaller ASX-listed companies by security count. Investors should consider that a large share base can impact per-share metrics such as earnings per share, net tangible assets per share, and share price levels. The immediate impact on share price from this issuance was not disclosed.<\/p>
New Shares Hold Equal Rights With Existing Ordinary Shares<\/h2>
The company confirmed the 75 million new shares will rank equally in all respects with existing ordinary fully paid shares from their issue date, 30 June 2026. This means holders of these shares have identical dividend, voting, and participation rights in future capital returns or distributions, subject to applicable record dates.<\/p>
This equal ranking is standard for shares issued via option exercise under ASX Listing Rules. The Appendix 2A filing confirms these securities are issued directly to the option holders. The update did not disclose whether the options were held by a single party or multiple holders.<\/p>
Significant Unquoted Option Overhang Persists Across Multiple Series<\/h2>
Despite the full exercise of the CDEAA series, Codeifai's unquoted securities schedule shows a substantial option overhang. The largest tranche is the CDEAO series, with 153,421,050 options expiring 14 April 2029 at an exercise price of $0.02. The CDEAC series follows with 117,500,000 options expiring 30 December 2028 at $0.04, and the CDEAL series with 98,411,602 options expiring 13 April 2029 at $0.01.<\/p>
Collectively, these unquoted options, excluding the exhausted CDEAA class, represent hundreds of millions of potential shares if exercised. Other unquoted classes include CDEAD (94,307,348 options at various prices and expiry dates), CDEAM (27,351,952 options expiring April 2027 at $0.01), and CDEAN (10,000,000 options expiring April 2029 at $0.03). Additionally, the company has 245,000 convertible notes (CDEAJ) and 1,870,533 performance rights (CDEAH) outstanding, alongside four smaller option series expiring 3 July 2026 with exercise prices between $0.15 and $0.30, each comprising 800,000 options.<\/p>
Four Short-Term Option Series Expiring 3 July 2026<\/h2>
Notably, four option series—CDEAE, CDEAF, CDEAG, and CDEAK—each with 800,000 options and exercise prices of $0.15, $0.20, $0.25, and $0.30 respectively, expire on 3 July 2026. These options were still recorded as on issue when the Appendix 2A was lodged on 3 July 2026, their expiry date. The company update does not indicate whether these options were exercised, lapsed, or subject to separate filings.<\/p>
Given their relatively high exercise prices compared to recent market conditions for smaller or emerging technology-related companies, investors may anticipate these options lapse unexercised, representing no further dilution from these series. Any exercises would require additional Appendix 2A or 3B filings.<\/p>
Convertible Notes and Performance Rights Add Complexity to Capital Structure<\/h2>
Beyond options, Codeifai's unquoted securities include 245,000 convertible notes (CDEAJ) and 1,870,533 performance rights (CDEAH). Convertible notes are debt instruments convertible into equity under certain conditions, while performance rights convert into shares upon meeting specific performance criteria, often linked to operational goals or tenure.<\/p>
The company update does not detail conversion terms, interest rates, conversion prices, or performance conditions for these instruments. Investors seeking full insight into potential dilution should consult prior disclosures or the latest annual report for governing terms. These details were not included in the announcement.<\/p>
Implications of the Appendix 2A Filing for Shareholders<\/h2>
An Appendix 2A is the formal ASX process for applying to list newly issued securities for trading. Codeifai is applying to quote 75 million shares issued on 30 June 2026 that had not been previously notified via an Appendix 3B, as confirmed by Part 3B of the filing, which addresses conversions not previously reported. This process is typical when securities convert from existing classes rather than being issued through placements or rights offers.<\/p>
Once ASX grants quotation, which is an administrative step assuming documentation is complete, the new shares become freely tradable. Existing shareholders should note that adding 75 million shares to the tradable pool may affect daily trading volumes and liquidity, depending on whether option holders retain or sell their shares.<\/p>
Codeifai’s Capital Management Outlook Entering FY2027<\/h2>
The exercise of the CDEAA nil-cost options on 30 June 2026 and the subsequent quotation application indicate ongoing capital management activity at Codeifai. With total quoted shares now above 1.07 billion and a significant pipeline of unquoted options with exercise prices from $0.01 to $0.30 expiring through April 2029, the company’s equity structure will remain a key focus for investors in the coming year.<\/p>
Key upcoming events for investors include monitoring whether the four option series expiring on 3 July 2026 are exercised or lapse; any further Appendix 2A or 3B filings as other option tranches approach expiry; and any operational or strategic updates from Codeifai providing context on capital deployment. The company did not provide operational guidance or business commentary in this update.<\/p>
Full Exercise of Nil-Cost CDEAA Options Completed on 30 June 2026<\/h2>
The 75 million new ordinary shares arise from the full exercise of the CDEAA option series, which had a nil exercise price and an expiry date of 6 June 2028. As per the company update lodged on 3 July 2026, all options in this series were exercised on 30 June 2026, leaving the CDEAA class with zero securities on issue. This conversion coincides with the end of the 2025–26 financial year, potentially affecting accounting and reporting for the upcoming full-year results.<\/p>
Since the options were nil-cost, holders were not required to pay an exercise price to receive the underlying shares. The only cash consideration to Codeifai was the $0.01 issue price per share, as documented in the Appendix 2A filing. The company confirmed the securities were issued for cash consideration in Australian dollars. The company update did not elaborate on the contractual or structural rationale for the nil exercise price on the CDEAA series.<\/p>
Recording the $750,000 Raised From the $0.01 Share Issue<\/h2>
Issuing 75 million shares at $0.01 each generates gross proceeds of $750,000, directly derived from the disclosed issue price and quantity. The announcement did not specify how these funds will be allocated, whether toward operations, working capital, or specific projects.<\/p>
For context, a $0.01 per share issue price is at the lower end for ASX-listed securities and likely reflects the original option structure mechanics rather than a market-based capital raise. Investors seeking details on fund usage or potential capital management updates should watch for further communications from Codeifai's management.<\/p>
Codeifai's Quoted Ordinary Shares Surpass 1.07 Billion<\/h2>
After the quotation of these 75 million shares, Codeifai's total quoted ordinary fully paid shares will reach 1,073,058,639. This figure is automatically calculated by the ASX system and reflects the addition of the new shares to the existing quoted shares. The company noted these figures may not fully represent the current issued capital if other forms are being processed simultaneously by ASX.<\/p>
With a share count exceeding one billion, Codeifai ranks among the more heavily capitalized smaller ASX-listed companies by security count. Investors should consider that a large share base can impact per-share metrics such as earnings per share, net tangible assets per share, and share price levels. The immediate impact on share price from this issuance was not disclosed.<\/p>
New Shares Hold Equal Rights With Existing Ordinary Shares<\/h2>
The company confirmed the 75 million new shares will rank equally in all respects with existing ordinary fully paid shares from their issue date, 30 June 2026. This means holders of these shares have identical dividend, voting, and participation rights in future capital returns or distributions, subject to applicable record dates.<\/p>
This equal ranking is standard for shares issued via option exercise under ASX Listing Rules. The Appendix 2A filing confirms these securities are issued directly to the option holders. The update did not disclose whether the options were held by a single party or multiple holders.<\/p>
Significant Unquoted Option Overhang Persists Across Multiple Series<\/h2>
Despite the full exercise of the CDEAA series, Codeifai's unquoted securities schedule shows a substantial option overhang. The largest tranche is the CDEAO series, with 153,421,050 options expiring 14 April 2029 at an exercise price of $0.02. The CDEAC series follows with 117,500,000 options expiring 30 December 2028 at $0.04, and the CDEAL series with 98,411,602 options expiring 13 April 2029 at $0.01.<\/p>
Collectively, these unquoted options, excluding the exhausted CDEAA class, represent hundreds of millions of potential shares if exercised. Other unquoted classes include CDEAD (94,307,348 options at various prices and expiry dates), CDEAM (27,351,952 options expiring April 2027 at $0.01), and CDEAN (10,000,000 options expiring April 2029 at $0.03). Additionally, the company has 245,000 convertible notes (CDEAJ) and 1,870,533 performance rights (CDEAH) outstanding, alongside four smaller option series expiring 3 July 2026 with exercise prices between $0.15 and $0.30, each comprising 800,000 options.<\/p>
Four Short-Term Option Series Expiring 3 July 2026<\/h2>
Notably, four option series—CDEAE, CDEAF, CDEAG, and CDEAK—each with 800,000 options and exercise prices of $0.15, $0.20, $0.25, and $0.30 respectively, expire on 3 July 2026. These options were still recorded as on issue when the Appendix 2A was lodged on 3 July 2026, their expiry date. The company update does not indicate whether these options were exercised, lapsed, or subject to separate filings.<\/p>
Given their relatively high exercise prices compared to recent market conditions for smaller or emerging technology-related companies, investors may anticipate these options lapse unexercised, representing no further dilution from these series. Any exercises would require additional Appendix 2A or 3B filings.<\/p>
Convertible Notes and Performance Rights Add Complexity to Capital Structure<\/h2>
Beyond options, Codeifai's unquoted securities include 245,000 convertible notes (CDEAJ) and 1,870,533 performance rights (CDEAH). Convertible notes are debt instruments convertible into equity under certain conditions, while performance rights convert into shares upon meeting specific performance criteria, often linked to operational goals or tenure.<\/p>
The company update does not detail conversion terms, interest rates, conversion prices, or performance conditions for these instruments. Investors seeking full insight into potential dilution should consult prior disclosures or the latest annual report for governing terms. These details were not included in the announcement.<\/p>
Implications of the Appendix 2A Filing for Shareholders<\/h2>
An Appendix 2A is the formal ASX process for applying to list newly issued securities for trading. Codeifai is applying to quote 75 million shares issued on 30 June 2026 that had not been previously notified via an Appendix 3B, as confirmed by Part 3B of the filing, which addresses conversions not previously reported. This process is typical when securities convert from existing classes rather than being issued through placements or rights offers.<\/p>
Once ASX grants quotation, which is an administrative step assuming documentation is complete, the new shares become freely tradable. Existing shareholders should note that adding 75 million shares to the tradable pool may affect daily trading volumes and liquidity, depending on whether option holders retain or sell their shares.<\/p>
Codeifai’s Capital Management Outlook Entering FY2027<\/h2>
The exercise of the CDEAA nil-cost options on 30 June 2026 and the subsequent quotation application indicate ongoing capital management activity at Codeifai. With total quoted shares now above 1.07 billion and a significant pipeline of unquoted options with exercise prices from $0.01 to $0.30 expiring through April 2029, the company’s equity structure will remain a key focus for investors in the coming year.<\/p>
Key upcoming events for investors include monitoring whether the four option series expiring on 3 July 2026 are exercised or lapse; any further Appendix 2A or 3B filings as other option tranches approach expiry; and any operational or strategic updates from Codeifai providing context on capital deployment. The company did not provide operational guidance or business commentary in this update.<\/p>
