Current Report Filing (8-k)
July 24 2019 - 11:54AM
Edgar (US Regulatory)
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 23, 2019
SITO
MOBILE, LTD.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37535
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13-4122844
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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The
Newport Corporate Center, 100 Town
Square Place, Suite 204, Jersey City, NJ
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07310
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(201) 984-7085
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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SITO
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The
Nasdaq Capital Market
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Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
July 23, 2019, SITO Mobile, Ltd. (the “Company”) announced that it has expanded the size of the Company’s Board
of Directors (the “Board”) from six directors to seven directors, and that the Board has appointed Chad Nelson to
the Board to fill the vacancy created by such increase, to hold office until the Company’s 2019 Annual Meeting, or until his successor
has been elected and qualified.
Mr.
Nelson has also been appointed to serve on the Compensation Committee and Audit Committee of the Board.
Mr.
Nelson will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee
directors (pro-rated based on his start date), which are described in the Company’s Amendment to its Annual Report on
Form 10-K/A
, which was filed with the Securities and Exchange Commission on April 30, 2019.
There
are no arrangements or understandings between Mr. Nelson and any other person pursuant to which Mr. Nelson was selected as a director,
and there are no transactions in which the Company is a party and in which Mr. Nelson has a material interest subject to disclosure
under Item 404(a) of Regulation S-K.
A
copy of the press release announcing the appointments of Mr. Nelson to the Board is attached hereto as
Exhibit 99.1
and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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.
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SITO
MOBILE, LTD.
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(Registrant)
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Date:
July 24, 2019
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/s/
Terrance S. Lynn
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Name:
Terrance S. Lynn
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Title:
Chief Financial Officer and Secretary
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2
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