Item 1.03. Bankruptcy or Receivership.
As previously disclosed, on October 8, 2020 (the "Petition Date"), SITO Mobile,
Ltd. (the "Company"), and its direct and indirect domestic subsidiaries SITO
Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC (collectively with the
Company, the "Debtors"), filed voluntary petitions for relief under chapter 11
of title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the District of New Jersey (the
"Bankruptcy Court"). The Chapter 11 cases are being jointly administered under
Case No. 20-21435, Case No. 20-21436 and Case No. 20- 21437 (the "Chapter 11
Cases").
Notice of Reorganization Plan Effective Date
Also, as previously disclosed, on September 15, 2021, the Bankruptcy Court
entered an Order (the "Confirmation Order") Confirming the Second Amended Joint
Plan of Reorganization of the Debtors (the "Plan"). The Plan's effective date
was subject to certain criteria being met by the Debtor, specifically the
closing and Debtors' receipt of the Plan Funding, and provided that no stay of
the Confirmation Order was in effect. On October 18, 2021, Debtor's counsel
filed notice with the Bankruptcy Court that all criteria had been met and the
Plan was effective on said date ("Plan Effective Date").
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 Chapter 11 Cases, the Plan, the timing and execution of
the Company's strategic transactions; the Company's strategy, risks, and
uncertainties associated with the operation of the Company after the Plan
Effective Date. 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;
the implementation of the Plan; the Company's ability to operate outside of the
Chapter 11 Cases and to identify, implement, and realize any anticipated
benefits associated with any strategic opportunities; and whether there will be
a market for trading the Company's common stock, including the Company's ability
to locate a market maker to file a Form 211 for the Company. 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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