8-K

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 and Exchange Act of 1934


Date of Report (Date of earliest reported): February 6, 2018

SITO MOBILE, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37535	13-4122844
(State or Other Jurisdiction of Incorporation or Organization)	(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

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. ¨

Item 2.02 Results of Operations and Financial Condition.

On February 6, 2018, SITO Mobile, Ltd. (the “Company”) issued a press release announcing certain preliminary financial guidance for the quarterly and annual periods ended December 31, 2017. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 6, 2016, the Company issued a press release announcing that it has commenced an underwritten public offering of shares of its common stock. In connection with this offering, the Company expects to grant to the underwriters a 30-day option to purchase additional shares of its common stock offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as the joint book-running managers in the offering.

The Company intends to use net proceeds from this offering for working capital and general corporate purposes, which may include, among other things, to pay amounts, if any, to terminate any remaining obligations under that certain that certain Revenue Sharing and Note Purchase Agreement, dated October 3, 2014, financing its continued growth, capital expenditures and to satisfy other working capital requirements.

A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report.

Forward-Looking Statements

To the extent any statements made in this current report deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the terms, expected proceeds and closing of the offering. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause SITO’s actual results to be materially different than those expressed in or implied by SITO’s forward-looking statements. For SITO, this includes that closing conditions may not be met. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated February 6, 2018
99.2	Press Release dated February 6, 2018

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 hereunto duly authorized.

	SITO MOBILE, LTD.
Date:  February 6, 2018	By:	/s/ Mark Del Priore
		Name:	Mark Del Priore
		Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

SITO Announces Record Revenue and Preliminary, Estimated Expenses for the three and 12 months ended December 31, 2017

Media placement revenue increase to $14.7 Million in the quarter ended December 31, 2017, and to $42.9 million for the twelve months ended December 31, 2017, representing a 101% increase in media placement revenue compared to the corresponding quarter in 2016 and a 48% increase in media placement revenues compared to the twelve months ended December 31, 2016.

JERSEY CITY, N.J., February 6, 2018 --  SITO Mobile Ltd. (NASDAQ: SITO) (hereinafter “SITO” or the “Company”), an insights-driven Consumer Behavior and Location Sciences™ company, announced today that the Company’s media placement revenue increased by $7.4 million, or 101%, to $14.7 million for the three months ended December 31, 2017, compared to media placement revenues of $7.3 million for the three months ended December 31, 2016. The Company’s media placement revenue increased by $13.9 million, or 48%, to $42.9 million for the year ended December 31, 2017, compared to total revenues of $28.9 million for the year ended December 31, 2016.

The Company is providing the following guidance with respect to expenses. Please note, however, that the audit of the Company’s financial statements as of and for the twelve months ended December 31, 2017 is not yet complete, and such guidance is subject to adjustment based on the results of such audit:

· As discussed on our earnings call on November 14, 2017, the Company’s total cost of revenue, which represents the costs associated with media placement revenues, is expected to increase to between $7.8 million and $8.0 million for the three months ended December 31, 2017, and to between $22.2 million and $22.4 million for the twelve months ended December 31, 2017, as compared to total cost of revenue of approximately $3.7 million and approximately $13.7 million for the three and twelve months ended December 31, 2016, respectively. Cost of revenue has increased faster than media placement revenue primarily as a result of a change in our advertising mix.

· Sales and marketing expense is expected to increase to between $3.9 million and $4.1 million for the three months ended December 31, 2017, and to between $14.5 million and $14.7 million for the twelve months ended December 31, 2017, compared to sales and marketing expense of approximately $2.8 million and approximately $10.4 million for the three and twelve months ended December 31, 2016, respectively.

· General and administrative expense is expected to increase to between $5.9 million and $6.5 million for the three months ended December 31, 2017, and to between $16.0 million and $16.6 million for the twelve months ended December 31, 2017, compared to general and administrative expense of approximately $1.8 million and approximately $6.1 million for the three and twelve months ended December 31, 2016, respectively. Included within general and administrative expenses during the three and twelve months ended December 31, 2017 is a $2.2 million charge relating to the accrual of bonuses earned by the Company’s executive management team under their respective employment agreements with the Company, in connection with the achievement of certain performance-based targets, as disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on July 24, 2017. Management has agreed to take 75% of this bonus in equity. In addition, there were additional non-recurring items that impacted our G&A that will be detailed when we release our full year earnings.

Cash and cash equivalents totaled $3.6 million as of December 31, 2017, compared to $8.7 million as of December 31, 2016.

Although the audit of the Company’s financial position and results of operations for the twelve months ended December 31, 2017 is not yet final, the preliminary, unaudited financial information announced above reflects the Company’s preliminary expectations with respect to its revenues and expenses described above based on information currently available to management.

The preliminary financial results presented above reflect management’s estimates based solely upon information available to the Company’s management as of the date of this announcement.

The preliminary financial results presented above are not, and shall not be deemed to constitute, a comprehensive statement of the Company’s financial results for fiscal year 2017. In particular, we note that total revenue, taken in isolation, is not a reliable indicator of earnings.

In addition, the preliminary financial results presented above have not been audited, reviewed, or compiled by our independent registered public accounting firm BDO USA, LLP. Accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect to the information included in this announcement and assumes no responsibility for, and disclaims any association with, this information. The preliminary financial results presented above are subject to the completion of our financial closing procedures, which have not yet been completed. The Company’s actual results for the year ended December 31, 2017 are not available and may differ materially from the foregoing estimates. Therefore, you should not place undue reliance upon these preliminary financial results. For instance, during the course of the preparation of the respective financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial results presented above may be identified. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. Accordingly, the revenue, loss from operations, net loss, EBITDA and Adjusted EBITDA for any particular period may not be indicative of future results. See “Cautionary Statement Regarding Certain Forward-Looking Information” below.

About SITO Mobile, Ltd. 

SITO delivers consumer location based data-driven solutions for brands spanning strategic insights and media campaign delivery services. Through Consumer Behavior and Location Sciences™, SITO explores the consumer journey yielding a powerful strategic knowledge asset for executives and strategic decision makers delivering actionable insights to understand and influence consumer behaviors.

Our consumer location focused science reveals deep, real-time understandings of consumer movements, interests, actions, associations, and experiences providing increased clarity for brands navigating business decisions, developing advertising campaigns, and advancing business imperatives. The company is home to a proprietary location-data technology stack and has amassed a multi-year consumer behavioral, movement, location, and demographic database arming clients with a powerful resource for identifying real-time insights, longitudinal behavioral research, and delivery of successful media campaigns. SITO’s in-store targeting, proximity targeting, geo-conquesting and attribution data combine to create and optimize measurable hyper-targeted campaigns for brands. For more information regarding SITO’s science, technology and solutions spanning media and research, visit www.sitomobile.com.

Cautionary Statement Regarding Certain Forward-Looking Information

This announcement contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning the following: SITO’s plans and initiatives; our possible or assumed future results of operations; our ability to attract and retail customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; and our potential growth opportunities. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect, as described in this announcement. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company is not guaranteeing, and cannot guarantee, future financial and operating results, levels of business activity, performance or achievements.

Media Contact:

Katie McGovern
SHIFT Communications
sito@shiftcomm.com

IR Contact:

Rob Fink
Hayden IR
rob@haydenir.com 

EX-99.2

Exhibit 99.2

SITO Announces Proposed Public Offering of Common Stock

JERSEY CITY, N.J., February 6, 2018 (GLOBE NEWSWIRE) – SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”) today announced that it has commenced an underwritten public offering of its common stock. In connection with the offering, SITO expects to grant the underwriters a 30-day option to purchase additional shares of its common stock offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as joint book-running managers for the offering.

The Company intends to use net proceeds from this offering for working capital and general corporate purposes, which may include, among other things, paying amounts, if any, to terminate our remaining obligations under our IP Revenue Sharing Agreement, financing our continued growth, capital expenditures and to satisfy other working capital requirements.

The shares of common stock described above are being offered by the Company pursuant to a shelf registration statement (File No. 333-213221) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC"). A prospectus supplement relating to the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained, when filed with the SEC, by accessing the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus, when available, may also be obtained by contacting: Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, by calling (212) 667-8563, or by email to EquityProspectus@opco.com; or Lake Street Markets, LLC, Attention: Syndicate Department, 225 South 6th Street, Suite 4750, Minneapolis, MN 55402, or by telephone at (612) 326-1305 or by email at syndicate@lakestreetcm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SITO Mobile, Ltd.

SITO turns the consumer journey into a powerful instrument for marketers, delivering actionable insights that influence behavior in real-time. Through Consumer Behavior and Location Sciences™, SITO develops customized, data-driven solutions for brands spanning strategic insights and media. Our science and products reveal a deeper, real-time understanding of customer interests, actions and experiences providing increased clarity for brands when it comes to navigating business decisions and delivering advertising. The Company is home to an internally developed, proprietary location-data technology stack, arming clients with a powerful resource for granular data, real-time insights and optimization, and delivery of successful media campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, SITO creates audience profiles to develop measurable hyper-targeted campaigns for brands.

Cautionary Statement Regarding Certain Forward-Looking Information

To the extent any statements made in this press release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the terms, expected proceeds and closing of the offering. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause SITO's actual results to be materially different than those expressed in or implied by SITO's forward-looking statements. For SITO, this includes that closing conditions may not be met. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Media Contact:

Katie McGovern
SHIFT Communications
sito@shiftcomm.com

IR Contact:

Rob Fink
Hayden IR
rob@haydenir.com

Source: SITO Mobile, Ltd.

Released February 6, 2018

Source: SITO Mobile, Ltd.