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~~July 1931, 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
The Newport Corporate Center, 123 Town Square Place #419, 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~~Resignation ~~Appointment~~of Scott L. Kauffman as Interim Chief Executive Officer

On July ~~June 19~~31, 2020, Scott L. Kauffman provided notice to the Board of Directors (~~the~~ “Board”) of SITO Mobile, Ltd. (~~the~~ “Company”) of ~~appointed~~his ~~Gavin~~resignation ~~Scotti~~as ~~to the~~Interim ~~Board~~Chief toExecutive ~~fill~~Officer, aeffective ~~vacancy~~immediately, tofor ~~hold~~personal ~~office until the Company’s 2020 Annual Meeting or until his successor has been elected and qualified~~reasons.

~~Mr. Scotti~~Appointment ~~is the holder~~ of ~~a secured convertible promissory note issued by the Company on March 31, 2020, in the original principal~~ ~~amount~~Tom ofCandelaria $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 ofChief ~~March 31,~~Executive ~~2020,~~Officer ~~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.Director

~~Other~~On August ~~than~~6, ~~the foregoing~~2020, ~~there~~ ~~are~~the noBoard ~~transactions~~appointed inTom ~~which~~Candelaria as the Company’s isChief aExecutive ~~party~~Officer and inas ~~which~~a ~~Mr.~~member ~~Scotti~~of ~~has~~the aBoard to ~~material~~fill ~~interest~~an ~~subject~~existing vacancy, to ~~disclosure under~~hold ~~Item~~office ~~404(~~for a) ofterm ~~Regulation~~expiring ~~S-K.~~at ~~There~~the ~~are~~next noannual ~~arrangements~~meeting orof ~~understandings~~stockholders ~~between Mr. Scotti~~ and ~~any~~until ~~other~~his ~~person pursuant~~successor tohas ~~which~~been ~~Mr.~~duly ~~Scotti~~elected ~~was~~and ~~selected~~qualified, asunless asooner ~~director~~displaced.

MrIn 2009, Thomas M. ~~Scotti~~Candelaria, ~~will~~60, bebegan ~~compensated~~with SITO Mobile, Inc. (then known as Single Touch Systems, Inc.) as EVP of Corporate Development. Prior to joining Single Touch Systems, he was a private investor in ~~the~~several ~~amount~~commercial real estate, angel-round, and start-up ventures. In 2005 he served as President of $4StreamWorks Technologies,~~000~~ ~~for~~up ~~his~~until ~~service~~the onsale of the ~~Board~~company’s ~~pursuant~~patent portfolio to ~~the~~Single Touch ~~revised~~Systems, ~~non~~Inc. In 1997, Mr. Candelaria co-~~employee~~founded ~~director~~Digital ~~compensation~~On-Demand, ~~policy~~Inc. ~~adopted~~a private digital music distribution company that onwas ~~May~~later 29sold in 2000 to Alliance Entertainment, ~~2020~~Inc. and subsequently merged in 2005 with Source Interlink (SORC). Prior to that, Mr. Candelaria was an Executive VP with Paine Webber, and Prudential Bache securities. He obtained a B.A. in Business Economics from the University of California, Santa Barbara.

~~SIGNATURES~~There are no arrangements or understandings between Mr. Candelaria and any other person pursuant to which he was appointed as an officer and as a director and there are no family relationships between Mr. Candelaria and any director or executive officer of the Company. Mr. Candelaria has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.

~~Pursuant~~The Company expects to ~~the~~enter ~~requirements~~into ofan ~~the~~employment ~~Securities Exchange~~agreement ~~Act~~with ofMr. ~~1934,~~Candelaria ~~the~~with ~~registrant~~respect ~~has~~to ~~duly~~his ~~caused~~service ~~this~~as ~~report~~Chief toExecutive Officer, the terms of which will be ~~signed~~disclosed on ~~its~~a ~~behalf~~Current byReport ~~the~~on ~~undersigned,~~Form ~~thereunto~~8-K ~~duly authorized~~once finalized.

	SITO MOBILE, LTD.
	(Registrant)
Date: June 25, 2020	/s/ Scott L. Kauffman
	Name: Scott L. Kauffman
	Title: Interim Chief Executive Officer

Resignation of Directors

On July 31, 2020, Jon Bond informed the Board of his resignation as a member of the Board for personal reasons, with such resignation to be effective immediately. On August 5, 2020, Steve Felsher informed the Board of his resignation as a member of the Board for personal reasons, with such resignation to be effective immediately. Neither Mr. Bond’s resignation nor Mr. Felsher’s resignation related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Bond and Mr. Felsher for their valuable contributions and excellent service.

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: August 7, 2020	/s/ Tom Candelaria
	Name: Tom Candelaria
	Title: Chief Executive Officer

Filing Compare · SITO MOBILE, LTD.