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): February 7, 2017
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) |
(I.R.S. Employer Identification No.) |
The Newport Corporate Center, 100 Town Square Place, Suite 204, Jersey City, NJ 07301
(Address of principal executive offices) (Zip Code)
(201) 275-0555
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
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)) |
Item 8.01 Other Events.
On February 7, 2017, SITO Mobile, Ltd., a Delaware corporation (the “Company”), together with its wholly-owned subsidiary, SITO Mobile Solutions, Inc., a Nevada corporation (the “Seller”), entered into an Asset Purchase Agreement (the “Agreement”) with 3Cinteractive Corp., a Delaware corporation (the “Buyer”). Pursuant to the terms and subject to the conditions set forth in the Agreement, on February 7, 2017, Buyer acquired from Seller certain assets as set forth in the Agreement in exchange for $400,000 cash consideration by Buyer to Seller, of which $310,000 was received on the closing date and the remaining $90,000 will be paid upon the satisfaction of certain post-closing covenants.
The Agreement contains customary representations, warranties and covenants, including customary non-solicitation, non-competition and confidentiality covenants. The Agreement also includes an indemnity from Seller for breaches of representations, warranties and covenants and in respect of the excluded liabilities and excluded assets.
The Company does not expect the consummation of the transactions described above to result in a material gain or loss in its results of operations.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
|
99.1 |
Press Release dated February 8, 2017 |
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.
Date: February 10, 2017
| SITO MOBILE, LTD. | ||
| By: | /s/ Jerry Hug | |
| Name: Jerry Hug Title: Chief Executive Officer | ||
Exhibit 99.1
SITO Mobile Sells Remaining Wireless Application Business to 3Cinteractive
GlobeNewswire • February 8, 2017
Comment
JERSEY CITY, N.J., Feb. 08, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (SITO), a leading mobile engagement platform provider, announced today that it has sold the remaining portion of its legacy Wireless Applications business to 3Cinteractive for $400,000 in cash - $310,000 has been received and $90,000 is subject to additional closing items.
SITO’s sale of its Wireless Applications business (SMS messaging) completes SITO’s exit from this legacy non-core business and has no material effect on SITO’s overall revenue plan for 2017 or beyond. The transaction did not include the sale or license of any of SITO’s patents or proprietary technology.
About SITO Mobile Ltd.
SITO Mobile provides a mobile engagement platform that enables brands to increase awareness, loyalty and ultimately sales. For more information, visit www.sitomobile.com.
About 3C
3C empowers leading brands and retailers to develop deeper, more valuable relationships with their customers through its mobile marketing services. Leveraging 3C’s expertise and its Switchblade™ platform’s multichannel capabilities—including SMS and MMS, mobile coupons, mobile wallet, mobile web, location based services and more—marketers can deliver timely, relevant engagements at the moment of need. To learn more visit www.3C.com.
Forward-Looking
Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from
those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking
statements include, among others, our reliance on brand owners and wireless carriers, the possible need for additional capital
as well as other risks identified in our filings with the SEC. Any forward-looking statement made by us in this press release is
based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
Contact:
Contacts:
Investor Relations:
Joseph Wilkinson
SVP Investor Relations
Joseph.Wilkinson@sitomobile.com
Media Relations:
Alexandra Levy
Silicon Alley Media
alex@siliconalley-media.com
RELATED LINKS
http://www.sitomobile.com