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): July 29, 2015

 

SITO MOBILE, LTD.

(Exact name of registrant as specified in its charter)

 

Delaware   000-53744   13-4122844

(State or other jurisdiction of

Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

100 Town Square Place, Suite 204

Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

 

(201) 275-0555

  (Registrant’s telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report)

 

 


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))

 

 

 

 
 

 

Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On July 29, 2015, SITO Mobile, Ltd. (the “Company”) filed a certificate of amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock. A copy of the Amendment is attached to this Current Report as Exhibit 3.1.

 

As previously disclosed on a Current Report on Form 8-K filed on February 9, 2015, on February 4, 2015, the stockholders of the Company approved the Amendment to effect a reverse split of the Company’s issued and outstanding common stock at a ratio of not less than 1-for-5 and not more than 1-for-10, at any time prior to February 4, 2016, with the Board of Directors having the discretion as to whether or not the reverse stock split is to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board in its discretion

 

On June 29, 2015, the Board authorized a reverse stock split at a ratio of 1-for-10, which took effect on July 29, 2015. As a result of the reverse stock split, every 10 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.

 

The par value and other terms of Company’s common stock were not affected by the reverse stock split.

 

Item 8.01      Other Events

 

On July 30, 2015, the Company issued a press release announcing the reverse stock split described above. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01      Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation filed July 29, 2015
   
Exhibit 99.1 Press Release dated July 30, 2015


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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 hereunto duly authorized.

 

  SITO MOBILE, LTD.
     
Date:  July 31, 2015 By: /s/ Jerry Hug
  Name: Jerry Hug
  Title:   Chief Executive Officer and President

 

 

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Exhibit 3.1

 

 

Delaware

PAGE 1
 

The First State

 

  

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SITO MOBILE, LTD.", FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF JULY, A.D. 2015, AT 10:03 O'CLOCK A.M.

 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 

 

 

 

 

 

 

 

 

 

              3236663      8100    
  Jeffrey W. Bullock
               151105673   Jeffrey W. Bullock, Secretary of State
You may verify this certificate online
at corp.delaware.gov/authver.shtml 		  AUTHENTICATION:   2597928
                             DATE:   07-29-15

 

 
 

 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SITO MOBILE, LTD.

 

SITO Mobiles, Ltd. (the "Corporation"), organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

1. Article 4 of the Company's Amended and Restated Certificate of Incorporation shall be amended by adding the following section to the end of Article 4 of the Amended and Restated Certificate of Incorporation, subject to compliance with applicable law:

 

"Upon the filing and effectiveness (the "Effective Time") pursuant to the Delaware General Corporation Law of this amendment to the Corporation's Amended and Restated Certificate of Incorporation, as amended, each ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the "Reverse Stock Split"); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above."

 

2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Corporation's Certificate of Incorporation to be signed this 29 th day of July 2015. 

 

  SITO MOBILE, LTD.
     
  By: /s/ Kurt Streams
  Name: Kurt Streams
  Title: Chief Financial Officer

  

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:04 AM 07/29/2015
FILED 10:03 AM 07/29/2015
SRV 151105673 - 3236663 FILE 		 

 

 

 

Exhibit 99.1

 

SITO Mobile Completes 1-for-10 Reverse Stock Split in Preparation for Uplisting to NASDAQ

 

SITO Mobile, Ltd.

July 30, 2015 8:30 AM

GlobeNewswire

 

JERSEY CITY, N.J., July 30, 2015 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (SITO) (OTCQB:SITOD), a leading mobile engagement platform provider, announced today that it has effected a 1-for-10 reverse split of its issued and outstanding common stock (the "Reverse Split"), which will be effective July 30, 2015 as a key step in preparation for its planned uplisting to the NASDAQ Capital Market.

" This transaction helps us meet the stock price criteria for our planned uplisting to Nasdaq. We are pleased to have completed the reverse stock split, which we believe will generate better liquidity and attract more investors to our story," said Jerry Hug, CEO of SITO Mobile.

As of today, the Company's common stock will begin trading on a post-split basis, under the symbol "SITOD," with the "D" added for 20 trading days to signify that a reverse stock split has occurred. A new CUSIP number  82988R203  has been assigned to the Company's common stock as a result of the reverse split.

Following the reverse split, every ten shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock with a par value of $0.001 per share. The total issued and outstanding common shares will be reduced from approximately 163.42 million shares to approximately 16.34 million, subject to adjustment for fractional shares. No fractional shares are to be issued.

About SITO Mobile Ltd.

SITO Mobile provides a mobile engagement platform that enables brands to increase awareness, loyalty and ultimately sales. For more information visit  www.sitomobile.com .

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, our reliance on brand owners and wireless carriers, the possible need for additional capital as well other risks identified in our filings with the SEC. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contact:

Investor and Media Relations:
Robert Haag
IRTH Communications
sito@irthcommunications.com
866-976-4784