SITO MOBILE, LTD. (NASDAQ:SITO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On February 7, 2018, SITO Mobile, Ltd. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. acting as the representative of the underwriters, Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC (the “Underwriters”), relating to the issuance and sale of 2,600,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company. The price to the public in this offering is $5.00 per share, and the Underwriters agreed to purchase the Firm Shares from the Company to the Underwriting Agreement at a price of $4.725.
In addition, under the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 390,000 additional shares of common stock. (the “Additional Shares” and collectively with the Firm Shares, the “Shares”) at a price of $4.725 per share.
The net proceeds to the Company from the issuance and sale of the Firm Shares are expected to be approximately $11.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.
The offering is expected to close on or about February 9, 2018, subject to customary closing conditions set forth in the Underwriting Agreement. The offering is being made by the Company to a shelf registration statement (File No. 333-213221) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement, dated February 7, 2018, thereunder.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters (including for liabilities under the Securities Act of 1933, as amended) and termination and other provisions customary for transactions of this nature. The representations, warranties and covenants of the Company contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K. A copy of the opinion of Pepper Hamilton LLP relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.
| Item 8.01 | Other Information. |
On February 7, 2018, the Company issued a press release announcing the pricing of the offering. A copy of this press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits:
SITO MOBILE, LTD. ExhibitEX-1.1 2 tv485107_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 2,…To view the full exhibit click here
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.