UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2020

SITO MOBILE, LTD.

(Exact name of registrant as specified in its charter)

Delaware

001-37535

13-4122844

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

The Newport Corporate Center, 100 Town

Square Place, Suite 204, Jersey City, NJ

07310

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (201) 275-0555

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointment

On June 19, 2020, the Board of Directors (the “Board”) of SITO Mobile, Ltd. (the “Company”) appointed Gavin Scotti to the Board to fill a vacancy, to hold office until the Company’s 2020 Annual Meeting or until his successor has been elected and qualified.

Mr. Scotti is the holder of a secured convertible promissory note issued by the Company on March 31, 2020, in the original principal amount of $914,634 (the “Note”). The Note accrues simple interest on any unpaid principal balance at the rate of twelve percent (12.0%) per annum and has a maturity date of March 31, 2022. A portion of the principal amount and accrued interest outstanding under the Note is convertible at the election of the holder into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at $0.18 per share. The Note is one of a series of convertible promissory notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of March 31, 2020, between the Company and certain investors (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Company also issued to Mr. Scotti a warrant (the “Warrant”) to purchase 1,041,667 shares of Common Stock, subject to customary adjustments, at an exercise price of $0.63 per share. The Warrant expires on the one-year anniversary of the date of issuance or upon the Company’s entering into certain fundamental transactions. Mr. Scotti is also party to that certain Investors’ Rights Agreement dated as of March 31, 2020, pursuant to which the Company granted certain registration rights related to the shares of Common Stock issuable upon conversion or exercise of the Note and the Warrant.

Other than the foregoing, there are no transactions in which the Company is a party and in which Mr. Scotti has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Scotti and any other person pursuant to which Mr. Scotti was selected as a director.

Mr. Scotti will be compensated in the amount of $4,000 for his service on the Board pursuant to the revised non-employee director compensation policy adopted on May 29, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SITO MOBILE, LTD.
	(Registrant)

Date: June 25, 2020	/s/ Scott L. Kauffman
	Name: Scott L. Kauffman
	Title: Interim Chief Executive Officer

SITO MOBILE, LTD. 8-K