UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR or 15(d) of ~~the~~ ~~Securities Exchange Act of 1934~~The

~~Date~~Securities ofExchange ~~Report (Date~~Act of ~~earliest event reported) July 19, 2021 (July 15, 2021)~~1934

~~SITO~~Date ~~MOBILE,~~of Report (date of ~~LTD~~earliest event reported): August 26, 2021

~~(Exact~~SITO ~~name~~MOBILE, ~~of Registrant as Specified in its charter)~~LTD.

Delaware		001-37535		13-4122844
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

100 Town Square Place #204, Jersey City NJ	07310
Delaware	001-37535	13-4122844
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

123 Town Square Place #419		07310
(Address of principal executive offices)		(Zip Code)

(201) 275-0560

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K ~~filing~~fi ling is intended to simultaneously satisfy the ~~filing~~fi ling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SITOQ		OTC

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 o ☐

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. ☐

1Item 4.01 Changes in Registrant’s Certifying Accountant

~~Item~~(a) ~~8.01:~~Previous ~~Other~~independent ~~Events.~~registered public accounting firm

~~As previously~~On ~~disclosed~~August 26, on2021, ~~October~~the 8,Board ~~2020~~of ~~(the~~Directors (“~~Petition Date~~Board”), of SITO Mobile, Ltd. (the “Company”) was ~~and~~informed ~~its direct and indirect~~that BDO ~~domestic subsidiaries SITO Mobile Solutions~~USA, ~~Inc.,~~LLP ~~and SITO Mobile R&D IP, LLC~~ (~~collectively with the Company, the~~ “~~Debtors~~BDO”)~~, filed~~ ~~voluntary~~was ~~petitions~~planning ~~for~~to ~~relief~~resign ~~under~~as ~~chapter~~independent 11registered ofpublic ~~title~~accounting 11firm ~~(“Chapter~~for ~~11”) of~~ the ~~United~~Company, ~~States~~effective ~~Code~~as ~~(the “Bankruptcy~~of ~~Code”)~~August in30, ~~the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”)~~2021. The ~~Chapter~~Board ~~11 cases~~accepted ~~are~~BDO’s ~~being~~resignation ~~jointly~~on ~~administered~~August ~~under Case No. 20-21435~~30, ~~Case No~~2021. ~~20-21436 and Case No. 20-21437 (the “Chapter 11 Cases”).~~

OnThe ~~June~~audit 9,report ~~2021, the Debtors filed an initial proposed Joint Chapter 11 Plan~~ of ~~Reorganization~~BDO ofon the ~~Debtors~~consolidated (the “Proposed Plan”) and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”). On July 15, 2021, the Debtors filed an Amended Proposed Plan and Amended Proposed Disclosure Statement describing, among other things, the Proposed Plan; the Debtors contemplated financial ~~restructuring~~statements ~~(the “Restructuring”); the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation~~ of ~~votes to approve~~ the ~~Proposed~~Company ~~Plan from certain of the Debtors’ creditors; and certain other aspects of the Restructuring. This notice is being provided~~ as ~~a result~~ of ~~the~~December ~~entry~~31, on2018 ~~July~~did ~~20,~~not ~~2021,~~contain ofany anadverse ~~order~~opinion or ~~authorizing~~disclaimer ~~the Debtors to solicit acceptance~~ of ~~their Amended Proposed Plan~~opinion, ~~and~~nor ~~scheduling~~were athey ~~hearing~~qualified ~~before~~or ~~the~~modified ~~Bankruptcy~~as ~~Court for September 14, 2021, at 10:30 a.m. EST, for the Bankruptcy Court~~ to ~~consider final approval of the Amended Proposed Plan and Amended Proposed Disclosure Statement~~uncertainty, ~~and~~audit toscope ~~appoint~~or ~~the~~accounting ~~Court Administrator, Daniel M~~principles. ~~Stolz of Genova Burns LLC.~~

~~The~~During ~~Amended~~the ~~Proposed~~Company’s ~~Plan~~fiscal ~~and~~years ~~Amended~~ended ~~Proposed~~December ~~Disclosure Statement~~31, as2017 ~~well~~and asDecember ~~other~~31, ~~Bankruptcy~~2018, ~~Court filings~~ and ~~information~~through ~~about~~ the ~~Chapter 11~~date ~~Cases~~of ~~can~~resignation beof ~~requested~~BDO, bythere ~~email~~have been ~~from~~no ~~Debtor’s~~“disagreements” ~~bankruptcy~~(as ~~counsel,~~such ~~Donald~~term W.is ~~Clarke~~described ofin ~~Genova~~Item ~~Burns~~304(a)(1)(iv) ~~LLC, at~~of ~~dclarke@genovaburns.com.~~Regulation InS-K) ~~addition,~~with ~~investors~~BDO ~~will~~on beany ~~able~~matter toof ~~obtain~~accounting principle ~~free~~or ~~copies~~practices, offinancial ~~this~~statement ~~document,~~disclosure ~~and~~or ~~other~~auditing ~~documents~~scope ~~filed~~or ~~with the~~procedure, ~~Securities~~which ~~and~~disagreements ~~Exchange~~if ~~Commission~~not ~~(“SEC”)~~resolved byto the ~~Company,~~satisfaction of ~~through~~BDO ~~the~~would ~~website~~have ~~maintained~~caused byBDO ~~the~~to ~~SEC~~make atreference ~~www.sec.gov,~~thereto ~~or by~~in ~~going~~their toreports on the ~~Company’s~~consolidated ~~Investor~~financial ~~Relations~~statements ~~web~~for ~~page~~such ~~at https://ir~~years.~~sitomobile.com/.~~

~~Neither~~During the ~~Debtors’~~fiscal ~~filing~~year ofended ~~the~~December ~~Amended~~31, ~~Proposed~~2018 ~~Plan~~ and ~~Amended~~through ~~Proposed~~the ~~Disclosure~~date ~~Statement,~~of ~~nor~~BDO’s ~~this Current Report~~resignation, isnone ~~a solicitation~~ of ~~votes to accept or reject~~ the” ~~Amended~~reportable ~~Proposed~~events” ~~Plan. Votes on the Amended Proposed Plan may not be solicited~~described ~~until~~in Item 304(a)(1)(v) ~~disclosure~~of ~~statement~~Regulation ~~has~~S-K ~~been~~occurred, ~~approved~~except ~~by the Bankruptcy Court. Any such solicitation will be made pursuant~~ to ~~and in accordance with applicable law~~note, ~~including~~for ~~orders of~~ the ~~Bankruptcy~~year ~~Court.~~ended ~~The~~December ~~Amended~~31, ~~Proposed~~2018, ~~Disclosure~~that ~~Statement~~management ~~has~~identified ~~been~~a ~~submitted to the Bankruptcy~~material ~~Court~~weakness ~~for approval but has not been approved by the Bankruptcy Court to date. Information contained~~ in the ~~Amended~~Company’s ~~Proposed~~internal ~~Plan~~control ~~and~~over ~~the Amended~~financial ~~Proposed~~reporting ~~Disclosure~~related ~~Statement is subject~~ to ~~change,~~an ~~whether~~insufficient ascomplement ~~a result~~ of ~~amendments~~finance ~~or supplements to the Amended Proposed Plan or Amended Proposed Disclosure Statement, third-party actions, or otherwise,~~ and ~~should not be relied upon by any party. The documents~~accounting ~~and~~resources ~~other~~within ~~information~~the ~~available~~organization ~~via~~to ~~website~~ensure orproper ~~elsewhere~~application ~~are not part~~ of ~~this~~U.S. ~~Current~~GAAP ~~Report~~with ~~and~~respect ~~shall~~to ~~not~~complex benon-routine ~~deemed incorporated herein~~transactions.

~~Cautionary~~The ~~Information~~Company ~~Regarding~~provided ~~Trading~~BDO inwith a copy of the foregoing disclosures and requested that BDO furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of BDO’s ~~Securities~~letter dated August 30, 2021, is attached as Exhibit 16.1 hereto.

~~The Company~~(b) ~~cautions~~New ~~that~~independent ~~trading~~registered inpublic ~~the~~accounting Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 cases.firm

2On August 30, 2021, the Board approved the engagement of M&K CPA’s PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

~~Cautionary~~During the ~~Statement~~Company’s ~~Concerning~~fiscal years ended December 31, 2018, and December 31, 2019 and through August 26, 2021, neither the Company nor anyone ~~Forward~~on its behalf consulted with M&K regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by M&K to the Company that M&K concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-~~Looking~~K) ~~Statements~~or any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, financial condition, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations and beliefs about the timing and execution of the Company’s strategic transactions; the Company’s strategy, risks, and uncertainties associated with the Chapter 11 Cases; and the operating expectations during the pendency of the Chapter 11 Cases. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including, but not limited to, risks and uncertainties related to: the decisions of the Bankruptcy Court; negotiations with the Company’s creditors and any committee approved by the Bankruptcy Court; the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents; the outcome of the Chapter 11 Cases; the length of time the Company will operate under the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company’s ability to implement and realize any anticipated benefits associated with any alternative that may be pursued; the consequences of the acceleration of the Company’s debt obligations; the trading price and volatility of the Company’s common stock; and the risks related to trading on the OTC Pink Market. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.1

3Item 9.01 Financial Statements and Exhibits

SIGNATURES

Exhibit No.		Description

16.1		Letter dated August 30, 2021.

~~Pursuant to~~Cautionary ~~the~~Information ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly~~Regarding ~~caused~~Trading ~~this~~in ~~report to be signed on its behalf by~~ the ~~undersigned,~~Company’s ~~hereunto duly authorized.~~Securities

~~SITO~~The ~~MOBILE,~~Company ~~LTD~~cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. ~~(Registrant)~~Trading ~~By:~~prices /for the Company’s/ ~~Thomas~~securities ~~Candelaria~~may ~~Name:~~bear ~~Thomas~~little ~~Candelaria~~or ~~Title:~~no ~~Chief~~relationship ~~Executive~~to ~~Officer~~the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 case.

~~Date: July 20, 2021~~2

4SIGNATURES

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: August 31, 2021	By:	/s/ Thomas Candelaria
		Thomas Candelaria
		Chief Executive Officer

Filing Compare · SITO MOBILE, LTD.