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): April 27, 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 |
| (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)) |
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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | SITO | | The Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2020, SITO Mobile Solutions, Inc. (“SITO Mobile Solutions”), a subsidiary of SITO Mobile, Ltd. (the “Company”) applied to CrossFirst Bank (the “Lender”) under the Small Business Administration (“SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a loan of $1,292,100.00 (the “Loan”). On April 27, 2020, the Company entered into a promissory note in favor of the Lender (the “Note”). The Company plans to use the loan proceeds for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.
The Note has a two-year term, matures on April 27, 2022, and bears interest at a stated rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence on November 27, 2020. SITO Mobile Solutions did not provide any collateral or guarantees for the Loan, nor did SITO Mobile Solutions pay any facility charge to obtain the Loan. The Note provides for customary events of default, including, among others, failure to make payment, bankruptcy, breaches of representations and material adverse events. SITO Mobile Solutions may prepay the principal of the Loan at any time without incurring any prepayment charges.
The Loan may be partially or fully forgiven if SITO Mobile Solutions complies with the provisions of the CARES Act including the use of Loan proceeds for payroll costs, rent, utilities and other expenses, and at least 75% of the loan proceeds must be used for payroll costs as defined by the CARES Act. Any forgiveness of the Loan will be subject to approval by the SBA and the Lender and will require SITO Mobile Solutions to apply for such treatment in the future.
The Company expects to file a copy of the Note as an exhibit to a subsequent periodic filing to be made with the Securities and Exchange Commission.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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: May 4, 2020 | /s/ Scott L. Kauffman |
| | Name: Scott L. Kauffman |
| | Title: Interim Chief Executive Officer |
