UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2023

 

Commission File Number: 001-41333

 

LOCAFY LIMITED

(Registrant’s name)

 

246A Churchill Avenue, Subiaco Western Australia 6008, Australia

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

  Form 20-F ☒ Form 40-F ☐  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 
 

 

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.

 

  LOCAFY LIMITED
     
Date: March 24, 2023 By: /s/ Gavin Burnett
  Name: Gavin Burnett
  Title: Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
   
99.1   Press release dated March 24, 2023

 

 

 

Exhibit 99.1

 

 

DRAFT 3-23-23

Locafy Receives Non-Compliance Notice Regarding Nasdaq Minimum Stockholder’s Equity Requirement

 

PERTH, Australia – March 24, 2023 – Locafy Limited (Nasdaq: LCFY, LCFYW) (“Locafy” or the “Company”), a globally recognized software-as-a-service technology company specializing in local search engine marketing, received a letter (the “Letter”) on March 21, 2023 from The Nasdaq Stock Market (“Nasdaq”) informing the Company that it failed to maintain the minimum stockholders’ equity required for continued listing (the “Stockholders’ Equity Requirement”) on Nasdaq under Nasdaq Listing Rule 5550(b)(1).

 

Based upon the reported stockholders’ equity of approximately $845,407  in the Company’s recent quarterly earnings report on Form 6-K for the period ended December 31, 2022, Locafy did not meet the Stockholders’ Equity Requirement of a minimum of $2,500,000. Also, as of March 21, 2023, Locafy did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations (the “Alternative Compliance Standards”).

 

The Company has a period of 45 calendar days from the date of the Letter, or until May 5, 2023, to submit a plan (the “Plan”) to regain compliance with the Stockholders’ Equity Requirement or the Alternative Compliance Standards. If the Plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Letter for the Company to regain compliance.

 

The Letter has no immediate effect on the listing or trading of Locafy’s common stock and warrants, which will continue to be listed and traded on Nasdaq during this period, subject to the Company’s compliance with other listing standards, under the symbols “LCFY” and “LCFYW”, respectively

 

For more information, please visit the Company’s investor relations website at investor.locafy.com.

 

About Locafy

 

Founded in 2009, Locafy’s (Nasdaq: LCFY, LCFYW) mission is to revolutionize the US$700 billion SEO sector. We help businesses and brands increase search engine relevance and prominence in a specific proximity using a fast, easy, and automated approach. For more information, please visit www.locafy.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy, although not all forward-looking statements contain these words. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

Investor Relations Contact

 

Tom Colton or Chris Adusei-Poku

Gateway Investor Relations

(949) 574-3860

LCFY@gatewayir.com