SITO MOBILE, LTD. (NASDAQ:SITO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 19, 2020, the Board of Directors (the “Board”) of SITO Mobile, Ltd. (the “Company”) appointed Gavin Scotti to the Board to fill a vacancy, to hold office until the Company’s 2020 Annual Meeting or until his successor has been elected and qualified.
Mr. Scotti is the holder of a secured convertible promissory note issued by the Company on March 31, 2020, in the original principal amount of $914,634 (the “Note”). The Note accrues simple interest on any unpaid principal balance at the rate of twelve percent (12.0%) per annum and has a maturity date of March 31, 2022. A portion of the principal amount and accrued interest outstanding under the Note is convertible at the election of the holder into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at $0.18 per share. The Note is one of a series of convertible promissory notes issued to that certain Note and Warrant Purchase Agreement, dated as of March 31, 2020, between the Company and certain investors (the “Note Purchase Agreement”). to the Note Purchase Agreement, the Company also issued to Mr. Scotti a warrant (the “Warrant”) to purchase 1,041,667 shares of Common Stock, subject to customary adjustments, at an exercise price of $0.63 per share. The Warrant expires on the one-year anniversary of the date of issuance or upon the Company’s entering into certain fundamental transactions. Mr. Scotti is also party to that certain Investors’ Rights Agreement dated as of March 31, 2020, to which the Company granted certain registration rights related to the shares of Common Stock issuable upon conversion or exercise of the Note and the Warrant.
Other than the foregoing, there are no transactions in which the Company is a party and in which Mr. Scotti has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Scotti and any other person to which Mr. Scotti was selected as a director.
Mr. Scotti will be compensated in the amount of $4,000 for his service on the Board to the revised non-employee director compensation policy adopted on May 29, 2020.
About SITO MOBILE, LTD. (NASDAQ:SITO)
SITO Mobile, Ltd. operates a mobile location-based advertising platform serving businesses, advertisers and brands. The Company’s offerings include SITO Location-Based Advertising and SITO Mobile Messaging. SITO Location-Based Advertising delivers display advertisements and videos on behalf of advertisers, including various features, such as Geo-fencing, Verified walk-in, Behavioral Targeting, and Analytics and Optimization. Geo-fencing targets customers within a certain radius of location and uses technology to push coupons, advertisements and promotions to mobile applications. Verified Walk-in tracks foot-traffic to locations and which advertisements drive action. Behavioral Targeting tracks past behaviors over 30 to 90 day increments allowing for real-time campaign management. Analytics and Optimization is a culling and building measurement system. SITO Mobile Messaging is a platform for building and controlling programs, including messaging and customer incentive programs.