UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2015

100 Town Square Place, Suite 204

 
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:

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) amends the Current Report on Form 8-K filed by SITO Mobile, Ltd. (the “Company”) with the Securities and Exchange Commission (“SEC”) on July 13, 2015 (“Original Form 8-K”). The Original Form 8-K reported under Item 1.01 that the Company entered into an Asset Purchase Agreement, dated July 8, 2015 (the “Agreement”), pursuant to which Buyer agreed to acquire assets of Hipcricket, Inc.’s mobile advertising business. The Company agreed to pay Hipcricket, Inc. (“Hipcricket”) 6,205,602 shares of the Company’s common stock (the “Shares”), at an agreed-upon valuation of $2,400,000, and $1,300,000 in cash.

The description of the Purchase Agreement found in this Form 8-K/A is not intended to be complete and is qualified in its entirety by reference to the agreements attached to the Original Form 8-K.

This Form 8-K/A amends Item 9.01 of the Original Form 8-K to include financial statements of the business acquired and pro forma financial information in accordance with Items 9.01(a) and (b) within seventy one calendar days after the date on which the initial report on Form 8-K was required to be filed. Except as set forth in Item 9.01 below, no other changes are being made to the Original Form 8-K.

(a) Financial Statement of Businesses Acquired.

The Company has been advised by Hipcricket that the mobile advertising business was not a separate legal entity of Hipcricket and was never operated as a stand-alone business, division or subsidiary. Hipcricket has also advised the Company that it has never prepared full stand-alone or full carve-out financial statements for the mobile advertising business, and that the mobile advertising business has never maintained the distinct and separate accounts necessary to prepare such financial statements. As a result, the Company is filing the following financial statements related to mobile advertising business line for the purpose of complying with the requirements of Rule 3-05 of Regulation S-X:

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2015 and the unaudited pro forma condensed combined statements of operations for the nine months ended June 30, 2015 and the year ended September 30, 2014, in each case reflecting the Company’s acquisition of Hipcricket’s mobile advertising business, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A.

(d) Exhibits

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.

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