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): March 10, 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)
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective March 10, 2017, Kurt Streams resigned as Chief Financial Officer and Chief Operating Officer of SITO Mobile, Ltd. (the “Company”).
On March 14, 2017, Lawrence Firestone was appointed to serve as Interim Chief Financial Officer of the Company.
Mr. Firestone, age 59, is the Chief Executive Officer and President of FirePower Technology, Inc., a provider of power supplies to the high performance computing market, a position he has held since January 2014. From June 2012 through June 2013, Mr. Firestone served as Chief Executive Officer and President of Qualstar Corporation (Symbol: QBAK), a public manufacturer of tape libraries. Previously, from February 2011 through June 2012, Mr. Firestone served as Chief Financial Officer of Xiotech Corporation, a privately held manufacturer of performance hard disk storage serving big data users. Mr. Firestone is also a member of InterimExecs (interimexecs.com) a service provider of interim executives to fill the immediate needs of companies around the world and he performs interim executive consulting services. Mr. Firestone's public company management experience also includes Executive Vice President and Chief Financial Officer of Advanced Energy Industries, Inc. (Symbol: AEIS), Senior Vice President and Chief Financial Officer at Applied Films Corporation (Symbol: AFCO). Mr. Firestone's public company board experience includes CVD Equipment (Symbol: CVV), Qualstar Corporation (Symbol: QBAK), Amtech Systems, Inc. (Symbol: ASYS) and Hyperspace Communications, Inc. (Symbol: HCO).
Mr. Firestone is contracted through an Interim Executive Advisory Agreement (the “Advisory Agreement”) between the Company and Rapid Deployment LLC (“RD”). Pursuant to the Advisory Agreement, the Company shall pay a monthly fee of $50,000 and reimburse RD for certain expenses related to Mr. Firestone’s provision of services to the Company. The Advisory Agreement can be terminated upon 30 days advance notice and provides for indemnification of RD by the Company under certain circumstances.
There is no arrangement or understanding with any person pursuant to which Mr. Firestone was selected as Interim Chief Financial Officer, and there are no family relationships between Mr. Firestone and any director or executive officer of the Company.
A copy of the Company’s press release announcing Mr. Streams resignation and Mr. Firestone’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 16, 2017 |
| 2 |
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. | ||
| By: | /s/ Richard O’Connell Jr. | |
| Name: | Richard O’Connell Jr. | |
| Title: | Interim CEO | |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 16, 2017 |
4
Exhibit 99.1
SITO Mobile Names Interim CFO Lawrence Firestone
JERSEY CITY, N.J., March 16, 2017 (GLOBE NEWSWIRE) -- Today, SITO Mobile Ltd. (NASDAQ: SITO), a leading mobile engagement platform, announced that it has named Lawrence Firestone as Interim CFO.
Mr. Firestone has held numerous executive positions at both public and private companies. His experience includes over a decade of public company CFO experience with large technology companies. For more background, please reference SITO Mobile’s website for Mr. Firestone’s biography. Kurt Streams has resigned as CFO.
Following the resignation of former CEO Gerard Hug, the Audit Committee of the Board of Directors engaged an independent law firm and an accounting consulting firm to conduct an inquiry into the use of the company's charge and debit cards, as well as certain cash withdrawals. The ongoing inquiry identified the misappropriation of company funds by each of Streams and Hug. The company is implementing changes and enhancements to its controls and procedures with respect to these matters.
The findings from this review relate to expense items that have been recognized in the company’s financial statements.
“SITO Mobile’s Board of Directors takes a zero-tolerance approach on these matters and took prompt and decisive action.” said Rory O’Connell, SITO’s Interim CEO. “We look forward to putting this process behind us while SITO Mobile’s highly capable team focuses on the tremendous opportunities in location-based mobile media.”
The company also reiterates its previously announced media placement revenue expectation for the 4th quarter ended December 31, 2016.
Based on sales activity thus far in Q1 2017, the company remains confident that its Q1 Media Placement revenue will deliver strong growth over last year’s Q1 Media Placement revenue.
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.
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, sales growth, , 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.
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