Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard, Transfer of Listing
In September 2020, the SEC amended Exchange Act Rule 15c2-11, which primarily
governs a broker's ability to submit or publish quotations for securities that
trade on the over-the-counter (OTC) markets. In essence, Rule 15c2-11 prohibits
dealers from publishing quotations for OTC securities to quotation mediums
without first reviewing certain issuer financial information and ensuring that
information is current and publicly available before quoting that security.
Under the amended Rule 15c2-11 (the "Amended Rule"), which takes effect on
September 28, 2021, current information about an issuer must be publicly
available in order for an issuer's security to become quoted initially, and
remain quoted, on one of the public markets (the "OTC Markets") operated by the
OTC Markets Group. According to guidance from the OTC Markets Group, issuers
subject to SEC reporting obligations will satisfy the requirements of the
Amended Rule if such issuers are current in their SEC reporting obligations in
accordance with the provisions of the Amended Rule. Companies that do not make
current information publicly available, and thus do not meet the requirements
for ongoing quoting, will be shifted to the OTC Markets Group's "Expert Market."
The Expert Market will be available for unsolicited quotes only, meaning
broker-dealers may use the Expert Market to publish unsolicited quotes
representing limit orders from retail and institutional investors who are not
affiliates or insiders of the issuer. Quotations in Expert Market securities are
made available to broker-dealers, institutions, and other sophisticated
investors.
A company relegated to the Expert Market will be able to reapply for listing on
the OTC Markets through the filing of a new Form 211 with FINRA once the Company
has made current information available and is in compliance with the Amended
Rule.
At present, SITO Mobile Ltd. (the "Company") is not current with its SEC
reporting obligations with respect to the Annual Reports on Form 10-K for fiscal
years 2019 and 2020 (the "Missed Annual Reports"), and the Quarterly Reports on
Form 10-Q for the periods ending March 31, 2020, June 30 2020, August 31, 2020,
March 31, 2021 and June 30, 2021 (the "Missed Quarterly Reports," and together
with the Missed Annual Reports, the "Missed Filings").
As previously announced, on August 30, 2021 the Company resumed its audit work
by hiring M&K CPA's, PLCC, a full-service CPA firm based in Houston, TX. Since
the hiring of M&K, the Company has been preparing and intends to file the Missed
Annual Reports when M&K's audit of the Company's annual financial statements for
fiscal years 2019 and 2020 are completed. In addition, the Company has been
preparing and intends to file all the Missed Quarterly Reports. At this time,
however, the Company does not expect that the Missed Filings will be completed
and filed by September 28, 2021, the date the Amended Rule goes into effect.
Nevertheless, the Company will continue working diligently to complete and file
the Missed Filings as soon as possible to become current with its SEC reporting
obligations. As soon as possible after it has done so, the Company intends to
apply for relisting on the OTC Markets through the filing of a new Form 211.
The Company cannot guarantee if its stock will continue to be quoted on the OTC
Markets after September 28, 2021. Moreover, if the Company is moved to the
Expert Market, there is no guarantee that it will be accepted for relisting on
the OTC Markets thereafter.
Cautionary Statement Regarding Forward Looking Statements
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 preparation and filing of Missed Filings and the Company's
listing on OTC Markets. 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 audit of the Company's annual
financial statements by M&K; the Company's ability to complete and file its
Missed Filings; determinations of the OTC Markets Group; and the Company's
ability to locate a market maker to file a Form 211 for the Company in the event
the Company is moved to the Expert 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.
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