Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 23, 2019



(Exact name of registrant as specified in its charter)


Delaware   001-37535   13-4122844

(State or Other Jurisdiction
of Incorporation)

  (Commission File Number)  

(IRS Employer
Identification No.)


The Newport Corporate Center, 100 Town
Square Place, Suite 204, Jersey City, NJ

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (201) 984-7085


(Former Name or Former Address, if Changed Since Last Report): Not Applicable


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. ☐


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SITO   The Nasdaq Capital Market







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 

On July 23, 2019, SITO Mobile, Ltd. (the “Company”) announced that it has expanded the size of the Company’s Board of Directors (the “Board”) from six directors to seven directors, and that the Board has appointed Chad Nelson to the Board to fill the vacancy created by such increase, to hold office until the Company’s 2019 Annual Meeting, or until his successor has been elected and qualified.


Mr. Nelson has also been appointed to serve on the Compensation Committee and Audit Committee of the Board.


Mr. Nelson will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors (pro-rated based on his start date), which are described in the Company’s Amendment to its Annual Report on Form 10-K/A, which was filed with the Securities and Exchange Commission on April 30, 2019.


There are no arrangements or understandings between Mr. Nelson and any other person pursuant to which Mr. Nelson was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Nelson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


A copy of the press release announcing the appointments of Mr. Nelson to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.


99.1  Press Release, dated July 23, 2019







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, thereunto duly authorized.


Date: July 24, 2019 /s/ Terrance S. Lynn
  Name: Terrance S. Lynn
  Title: Chief Financial Officer and Secretary