Here is Karen Singers TAR FINANCE response to the SITO PR
SCHEDULE 13D/A10
This constitutes Amendment No. 10 (the “ Amendment No. 10 ”) to the statement on Schedule 13D filed on behalf of Karen Singer, dated and filed April 3, 2017 (as amended, the “ Statement ”), relating to the common stock, $0.001 par value per share (the “ Common Stock ”), of SITO Mobile, Ltd. (the “ Company ” or the “ Issuer ”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended to add the following:
The purpose of this Amendment No. 10 is to report that, on July 25, 2017, TAR SITO LendCo LLC (“ TAR LendCo ”) - - the senior secured lender of the Issuer - - delivered a notice of default (the “ Default Notice ”) to the Issuer. In the Default Notice, TAR LendCo notified the Issuer that various defaults had occurred and were continuing under the Secured Note and the Loan Documents, including, among other things, that the Issuer has failed to use its best efforts to monetize the Issuer’s patent portfolio.
In response to the Default Notice, on July 26, 2017, the Issuer (i) sent a letter (attached as Exhibit 99.1 to the Issuer’s Form 8-K dated July 26, 2017, the “ July 26 Letter ”) to TAR LendCo and (ii) released a press release (the “ July 26 Press Release ” and, together with the July 26 Letter, the “” July 26 Releases ”). In the July 26 Releases, the Issuer made various false and spurious allegations about TAR LendCo, TAR Holdings, LLC (“ TAR Holdings ” and, together with TAR LendCo, “ TAR ”), and members of the Reporting Person’s family. Among other things, the July 26 Releases allege that (i) TAR LendCo sent the Default Notice in “bad faith” with the intent of “manipulating the price” of the Common Stock in violation of securities laws, (ii) representatives of TAR “threatened” to “eviscerate shareholder value and cause irreparable harm” to the Issuer, and (iii) TAR has misled the Issuer’s shareholders and defamed Brent Rosenthal, the Chairman of the Board. The July 26 Releases also allege, incorrectly and without any foundation or basis, that TAR somehow has “influence over” the Issuer.
The specious and defamatory allegations made by the Issuer in the July 26 Releases are unfounded and wholly without merit. TAR Holdings is the largest stockholder of the Issuer. Unlike the members of the Board and management - - who would have owned a de minimis amount of Common Stock had the Board not approved egregious Compensation Packages on July 24, 2017 that included significant and non-market gratis grants of Common Stock and other Issuer securities to Issuer management - - TAR Holdings has every incentive to want the price of the Common Stock to increase. In fact, as previously noted at length, TAR Holdings has repeatedly asked the Board for abolishment of, or a waiver under, the Issuer’s Poison Pill to permit TAR Holdings to acquire additional shares of the Common Stock. The Board has completely ignored TAR Holdings’ requests and proposals. TAR Holdings has no reason to want the price of the Common Stock to decline. The price of the Common Stock has presumably declined because the Board approved an equity offering significantly below the market price and equity value of the Common Stock. Moreover, the allegation that TAR has “influence over” the Issuer is baseless. As the Reporting Person has stated numerous times, the Board and management have repeatedly ignored TAR’s attempts to engage with respect to the Issuer’s business and prospects. The Reporting Person has no influence over the Issuer.
TAR continues to believe that the Board is incompetent to govern the Issuer properly and in a means best suited to maximize the value of the Issuer’s business. TAR also believes that members of the Board and management are not acting in good faith in the Issuer’s best interests. TAR LendCo and TAR Holdings expressly reserve all of their respective rights to take any actions necessary and appropriate to protect their interests.
