SITO Mobile Ltd (STTO)

[subslover]

Did you see the heavy buying during that power hour? Closed up! Maybe that 70% rise in REVS was given a buy rating by some house?
AMAZING what SITO has gone through during the past few years

[subslover]

Well, I think she trends under $3.00. hit 52 week low this morning

[don estaban]

Missed the dip as well

[subslover]

Don up 70% in revenue but missed bottom line. Stock will go under $3.00 imo but that is were I will be accumulating
https://seekingalpha.com/news/3356412-sito-mobile-misses-0_13-beats-revenue

[subslover]

Stock is weak. Might just take a small position this time.

ITO Mobile Schedules Conference Call to Discuss First Quarter 2018 Financial Results
JERSEY CITY, N.J., May 04, 2018 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (SITO) (“SITO” or the “Company”), the Consumer Behavior and Location Sciences™ company, announced today that the Company has scheduled a conference call for 4:30 p.m. Eastern Time (ET) on Monday, May 14, 2018, to review financial results for its first quarter ended March 31, 2018.

Conference call information:

Date: Monday, May 14, 2018
Time: 4:30 p.m. Eastern Time (ET)
Dial in Number for U.S. & Canadian Callers: 877-407-8293
Dial in Number for International Callers (Outside U.S. & Canada): 201-689-8349

The conference call will also be webcasted live on the Investor Relations section of SITO’s IR web site at http://ir.sitomobile.com/ir-calendar.

Participating on the call will be SITO Mobile's Chief Executive Officer, Thomas Pallack; Chief Financial Officer, Mark Del Priore and Chief Operating Officer, Bill Seagrave. The Company plans to issue an earnings release prior to the call. To join the live conference call, please dial into the above referenced telephone numbers five minutes prior to the scheduled conference call time.

A replay will be available for 2 weeks starting on May 14, 2018 at approximately 8:00 p.m. ET. To access the replay, please dial 877-660-6853 in the U.S. and 201-612-7415 for international callers. The conference ID# is 13679842.

About SITO Mobile, Ltd.

SITO is a leading mobile data technology company that provides brands customized, data-driven solutions spanning strategic insights and media campaign delivery services. Through Consumer Behavior and Location Sciences™, SITO explores the consumer journey and presents powerful strategic knowledge assets and actionable insights for executives and strategic decision makers looking to understand and influence consumer behaviors.

Brands and agencies rely on SITO as a strategic partner for real-time understandings of customer movements, interests, actions, associations, and experiences, ultimately providing increased clarity for better business decisions. The Company is headquartered in Jersey City, New Jersey and its common stock is publicly traded on the NASDAQ Stock Market under the ticker symbol “SITO.” For more information regarding SITO’s science, technology and solutions spanning media and research, please visit www.sitomobile.com.

Contact:

Investor Relations
Rob Fink
Hayden IR
Phone: [phone]
Email: [e-mail]


Source: SITO Mobile, Ltd.
© 2018 GlobeNewswire, Inc.

[subslover]

Anything under $4.00 imo is good short term.

[don estaban]

Yes looking to flip it hopefully nice steady climb

[subslover]

Sounds like you got in @ a very nice price. Looks like she has turned from those lows.Like I told the other poster we will see 1stQ earnings out around May 15th and IMO it will look good. You might be able to flip out that $3.70 with a pretty % gain!

[don estaban]

Bought 5300 at 3.70 slowly moving up

[subslover]

We have 1st q around May 15th and should show major improvemen.imho
Did you see that form 4 the other day? Look at the date and price this insider bought https://backend.otcmarkets.com/otcapi/company/sec-filings/12683288/content/html

[don estaban]

Where you think it’s going ?

[Ex Blockman]

Not good at all. The chart/techs broke its multi-month line, at approx $4.60, about 2 weeks prior to the filing.

[subslover]

NOT GOOD

SITO Mobile Provides Update on 2017 Financial Results
JERSEY CITY, N.J., April 03, 2018 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), an insights-driven Consumer Behavior and Location Sciences™ company, filed its Annual Report on Form 10-K for the year ended December 31, 2017 with the Securities and Exchange Commission after the market closed yesterday.

In connection with the preparation and audit of the financial statements included in the Company’s Form 10-K for the year ended December 31, 2017, the Audit Committee of the Company’s Board of Directors, in consultation with management and its current and former independent auditors, concluded that the Company’s unaudited condensed consolidated financial statements included in its quarterly reports on Form 10-Q for the periods ended June 30, 2017 and September 30, 2017 (the “Initial Filings”), should no longer be relied upon. In addition, the Company’s earnings and press releases and similar communications, to the extent that they relate to the periods covered by these financial statements, as well as the Company’s fourth quarter and fiscal 2017 earnings release dated March 21, 2018, should no longer be relied upon as a result of certain accounting adjustments, described below.

The Company intends to file amendments to its quarterly reports on Form 10-Q for the quarterly periods ended June 30, 2017 and September 30, 2017 (together, the “Amended Filings”) on or before April 30, 2018 to restate the previously issued interim financial statements in the Initial Filings.

We believe it is important that investors understand that these accounting adjustments:

do not reflect a fundamental change in our underlying business;
do not relate to the Company’s operating performance;
do not materially impact the key corporate performance metrics used by the Company, including media-placement revenue and gross profit or non-GAAP Adjusted EBITDA;
do not impact our cash and cash equivalents; and
do not impact our compliance with our contractual obligations.
Net Impact of Accounting Adjustments

Second Quarter 2017 Adjustments. The net impact of these adjustments to the Company’s statement of operations for the three and six months ended June 30, 2017 is (i) an increase in loss from operations of $49,356 and $141,569, respectively, (ii) a decrease in net loss of $1,323,185 for both periods and (iii) a decrease in basic and diluted net loss per share of $0.06 for both periods. The net impact of these adjustments to the Company’s balance sheet as of June 30, 2017 is (i) a decrease in current deferred revenue of $337,500, (ii) a decrease in long-term deferred revenue of $985,685, (iii) a decrease in accumulated deficit of $1,323,185.

Third Quarter 2017 Adjustments. The net impact of these adjustments to the Company’s statement of operations for the three and nine months ended September 30, 2017 is (i) a decrease in loss from operations of $230,862 and $89,293, respectively, (ii) an increase in net loss of $405,594 and decrease in net loss $917,591, respectively and (iii) an increase in basic and diluted net loss per share of $0.02 and decrease of $0.04, respectively. The net impact of these adjustments to the Company’s balance sheet as of September 30, 2017 is (i) a decrease in current deferred revenue of $252,431, (ii) a decrease in long-term deferred revenue of $900,616, (iii) an increase in warrant liability of $1,698,034, (iv) a decrease in additional paid-in capital of $1,377,509 and (v) a decrease in accumulated deficit of $832,522.

Company Internal Control Environment

These accounting adjustments, described in further detail below, reflect management’s dedication to improving the accounting and disclosure regime of the Company and result in part from management’s engagement in February of this year of BDO USA, LLP, an internationally-recognized accounting firm, as the Company’s independent outside auditor.

Nonetheless, in light of these accounting adjustments, the Company’s management also discloses in the Annual Report and in its Current Report on Form 8-K, filed on April 2, 2018, that the Company’s internal control processes suffer from a material weakness surrounding the accounting for complex non-routine transactions that the Company is already working to remedy. The material weakness was in part attributable to high turnover with respect to the Company’s board of directors, management, chief financial officer, accounting staff and independent outside auditors over the last few years, particularly in the first three quarters of 2017.
“Since joining the Company as Chief Financial Officer in June of last year, we have embarked on a careful evaluation of prior management’s performance, including the Company’s accounting processes and practices, and have been seeking to establish the financial rigor that was needed throughout the organization. The hiring of an internationally recognized accounting firm like BDO USA, LLP was a key part of that process,” said Mark Del Priore, SITO’s Chief Financial Officer.

“The Company has already commenced a remedial process by hiring a financial accounting consulting firm to provide additional guidance on complex non-routine transactions, and has received proposals from multiple companies to assist with SOX 404 design and implementation and interviewing candidates to augment our finance and accounting staff.”

Summary of Accounting Adjustments

The improperly accounted for items are described in detail in our Annual Report on Form 10-K for the year ended December 31, 2017, and are summarized below.

Warrants. In connection with our direct registered offering of common stock in July 2017, the Company issued 320,000 warrants, which were accounted for as equity. After consultation with its advisors, the Audit Committee has determined that the warrants should have been accounted for as a liability under generally accepted accounting principles because of the inherent risk that unknown future effects could compromise the ability of the Company to maintain an effective registration statement for the shares of common stock underlying such warrants. As a result, our stockholders’ equity-additional paid-in capital was overstated by approximately $1,000,000 and our Warrant Liability was understated by approximately $1,700,000 as of September 30, 2017. In addition, under the liability method of accounting, the Company will mark to market the warrants each reporting period. Other income/(expense) – Income/(loss) on revaluation of warrant liability was understated by approximately $600,000 for the three and nine months ended September 30, 2018.
Earnings from Joint Venture. The Company has maintained licensing arrangement providing for a joint venture with Personalized Media Communications, LLC (the “JV License”). The JV License was renewed in June 2017 in exchange for a pre-payment of approximately $4,500,000. The Company has historically recorded revenue from the JV License as deferred revenue, which was recognized as revenue over the life of the JV License. After consultation with its advisors, the Audit Committee has determined that the licensing revenue should have been recorded as Earnings from Joint Venture rather than top-line revenue. Furthermore, the renewal of the JV license in June 2017 resulting in the JV License becoming a perpetual license under generally acceptable accounting principles, requiring upfront recognition of the pre-payment noted above. As a result, our deferred revenue was overstated by approximately $1,300,000, comprised of approximately $300,000 of current deferred revenue and approximately $1,000,000 of long-term deferred revenue, and Earnings of Joint Venture was understated by approximately $1,400,000 and approximately $1,500,000 for the three and six months ended June 30, 2017, respectively. As a result, our net loss for the three and six months ended June 30, 2017, was overstated by approximately $1,300,000 for both periods, respectively. Our deferred revenue was overstated by approximately $1,200,000, comprised of approximately $300,000 of current deferred revenue and approximately $900,000 of long-term deferred revenue, and Earnings of Joint Venture was understated by approximately $1,500,000 for the nine months ended September 30, 2017. As a result, our net loss was understated by approximately $100,000 for the three months ended September 30, 2017 and our net loss was overstated by approximately $1,200,000 for the nine months ended September 30, 2017.
Professional Fees. Approximately $300,000 in fees associated with the Company’s direct registered offering of common stock in July 2017 were incorrectly classified as general and administrative expenses as presented in the three and nine month periods ended September 30, 2017. As these expenses directly related to the public offering of common stock, they should have been recorded as a charge against equity. As a result, our general and administrative expenses were overstated by approximately $300,000 and our net loss was overstated by approximately $300,000 for the three and nine months ended September 30, 2017.
Litigation Settlement. As previously reported, on February 20, 2018, the Company and TAR SITO LendCo LLC (“TAR”), Mr. Julian Singer, Ms. Karen Singer and Mr. Gary Singer (collectively, the “TAR Group”), entered into a settlement agreement, pursuant to which, among other things, certain contractual obligations were terminated and discharged and all pending litigation between the Company and the members of the TAR Group was dismissed with prejudice in exchange for a lump sum payment of $3,500,000 from the Company to the TAR Group. While the Company had previously intended to record $3,500,000 of litigation settlement expense in the first quarter of 2018, after consultation with its advisors, the Company has recorded this expense in the fourth quarter of 2017, and accrued a liability in such amount on the Company’s balance sheet as of December 31, 2017.
About SITO Mobile, Ltd.

SITO turns the consumer journey into a powerful instrument for marketers, delivering actionable insights that influence behavior in real-time. Through Consumer Behavior and Location Sciences™, SITO develops customized, data-driven solutions for brands spanning strategic insights and media. Our science and products reveal a deeper, real-time understanding of customer interests, actions and experiences providing increased clarity for brands when it comes to navigating business decisions and delivering advertising. The Company is home to an internally developed, proprietary location-data technology stack, arming clients with a powerful resource for granular data, real-time insights and optimization, and delivery of successful media campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, SITO creates audience profiles to develop measurable hyper-targeted campaigns for brands. For more information regarding SITO’s science, technology and customized solutions spanning media and research, visit www.sitomobile.com.

About Non-GAAP Financial Measures

We present EBITDA and Adjusted EBITDA and in this press release to provide a supplemental measure of our operating performance. We define EBITDA as earnings before interest expense, income tax expense, depreciation and amortization expense, and Adjusted EBITDA, as EBITDA before stock-based compensation, certain non-recurring expenses related to pending or threatened contested solicitations of the Company’s shareholders, investigations of former executives, defense of certain class action lawsuits, implementation of a section 382 rights plan, and loss on revaluation of warrants. We believe EBITDA and Adjusted EBITDA are useful performance measures used by us to facilitate a comparison of our operating performance and earnings on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under generally accepted accounting principles in the United States of America (GAAP) can provide alone. The non-GAAP measures included in this release, however, should be considered in addition to, and not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. Please refer to the financial tables included below for a reconciliation of GAAP to non-GAAP measures.

Cautionary Statement Regarding Certain Forward-Looking Information

This press release contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning the following: SITO’s plans and initiatives; our possible or assumed future results of operations; our ability to attract and retail customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; and our potential growth opportunities. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K, for the year ended December 31, 2017, our Quarterly Report on Form 10-Q for the quarter ended September 30, 3017, and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and the documents that we reference in our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Contact:

Investor Relations
Rob Fink
Hayden IR
Phone: [phone]
Email: [e-mail]

Source: SITO Mobile, Ltd.

SITO Mobile, Ltd. December 31, 2017
CONSOLIDATED BALANCE SHEETS Previously As
Reported Adjustments Revised
Assets
Current assets
Cash and cash equivalents $ 3,611,438 $ - $ 3,611,438
Accounts receivable, net 13,005,718 - 13,005,718
Other prepaid expenses 374,380 - 374,380
Assets from discontinued operations 10,596 - 10,596

Total current assets 17,002,132 - 17,002,132

Property and equipment, net 449,949 - 449,949

Other assets
Capitalized software development costs, net 1,485,285 - 1,485,285
Intangible assets:
Patents 742,574 - 742,574
Other intangible assets, net 1,168,007 - 1,168,007
Goodwill 6,444,225 - 6,444,225
Other assets 92,420 - 92,420

Total other assets 9,932,511 - 9,932,511

Total assets $ 27,384,592 $ - $ 27,384,592

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 6,506,902 $ - $ 6,506,902
Accrued expenses 9,911,540 - 9,911,540
Deferred revenue - - -
Other current liabilities, including security deposit - - -
Current obligations under capital lease 2,756 - 2,756
Note payable, net - current portion - - -
Warrant liability - 1,539,388 1,539,388
Liabilities from discontinued operations 210,789 - 210,789

Total current liabilities 16,631,987 1,539,388 18,171,375

Long-term liabilities
Obligations under capital lease - - -
Deferred revenue, noncurrent portion - - -

Total long-term liabilities - - -

Total liabilities 16,631,987 1,539,388 18,171,375

Preferred stock - - -
Common stock 22,038 - 22,038
Additional paid-in capital 166,070,506 (1,061,578 ) 165,008,928
Accumulated deficit (155,339,939 ) (477,810 ) (155,817,749 )
Total stockholders' equity 10,752,605 (1,539,388 ) 9,213,217

Total liabilities and stockholders' equity $ 27,384,592 $ - $ 27,384,592


SITO Mobile, Ltd. Year Ended December 31, 2017
CONSOLIDATED STATEMENTS OF OPERATIONS Previously As
Reported Adjustments Revised
Revenue
Media placement $ 42,859,777 $ - $ 42,859,777
License and royalties 245,407 (114,754 ) 130,653
Total revenue 43,105,184 (114,754 ) 42,990,430

Cost of Revenue
Cost of revenue 22,242,286 - 22,242,286
Gross profit 20,862,898 (114,754 ) 20,748,144

Operating expenses
Sales and marketing 14,522,230 - 14,522,230
General and administrative 16,029,040 - 16,029,040
Legal settlement 3,500,000 - 3,500,000
Depreciation and amortization 1,137,985 - 1,137,985
Total operating expenses 35,189,255 - 35,189,255

(Loss) from operations (14,326,357 ) (114,754 ) (14,441,111 )

Other Income (Expense)
Earnings from joint venture 1,350,000 114,754 1,464,754
(Loss) on revaluation of warrant liability - (477,810 ) (477,810 )
Interest expense, net of interest income (1,296,436 ) - (1,296,436 )

Net (loss) before income taxes (14,272,793 ) (477,810 ) (14,750,603 )

Income tax benefit (expense) 80,522 - 80,522

Net (loss) from continuing operations (14,192,271 ) (477,810 ) (14,670,081 )

Discontinued Operations
(Loss) from operations of discontinued component (368,857 ) - (368,857 )

Net (loss) income from discontinued operations (368,857 ) - (368,857 )

Net (loss) income $ (14,561,128 ) $ (477,810 ) $ (15,038,938 )

Basic net income (loss) per share
Continuing operations (0.67 ) (0.02 ) (0.69 )
Discontinued operations (0.02 ) - (0.02 )
Basic net loss per share $ (0.69 ) $ (0.02 ) $ (0.71 )

Basic weighted average shares outstanding 21,249,985 - 21,249,985


SITO Mobile, Ltd. December 31, 2016
CONSOLIDATED BALANCE SHEETS Previously As
Reported Adjustments Revised
Assets
Current assets
Cash and cash equivalents $ 8,744,545 $ - $ 8,744,545
Accounts receivable, net 8,842,256 - 8,842,256
Other prepaid expenses 229,039 - 229,039
Assets from discontinued operations 870,716 - 870,716

Total current assets 18,686,556 - 18,686,556

Property and equipment, net 410,688 - 410,688

Other assets
Capitalized software development costs, net 1,698,992 - 1,698,992
Intangible assets:
Patents 1,315,818 - 1,315,818
Other intangible assets, net 1,439,007 - 1,439,007
Goodwill 6,444,225 - 6,444,225
Other assets 150,038 - 150,038

Total other assets 11,048,080 - 11,048,080

Total assets $ 30,145,324 $ - $ 30,145,324

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 3,184,237 $ - $ 3,184,237
Accrued expenses 2,180,944 - 2,180,944
Deferred revenue 245,407 - 245,407
Other current liabilities, including security deposit - - -
Current obligations under capital lease 3,446 - 3,446
Note payable, net - current portion 2,896,893 - 2,896,893
Warrant liability - - -
Liabilities from discontinued operations 607,236 - 607,236

Total current liabilities 9,118,163 - 9,118,163

Long-term liabilities
Obligations under capital lease 2,756 - 2,756
Deferred revenue, noncurrent portion 3,952,827 - 3,952,827

Total long-term liabilities 3,955,583 - 3,955,583

Total liabilities 13,073,746 - 13,073,746

Preferred stock - - -
Common stock 20,680 - 20,680
Additional paid-in capital 157,829,709 - 157,829,709
Accumulated deficit (140,778,811 ) - (140,778,811 )
Total stockholders' equity 17,071,578 - 17,071,578

Total liabilities and stockholders' equity $ 30,145,324 $ - $ 30,145,324


SITO Mobile, Ltd. Year Ended December 31, 2016
CONSOLIDATED STATEMENT OF OPERATIONS Previously As
Reported Adjustments Revised
Revenue
Media placement $ 28,911,717 $ - $ 28,911,717
License and royalties 515,238 (375,000 ) 140,238
Total revenue 29,426,955 (375,000 ) 29,051,955

Cost of Revenue
Cost of revenue 13,292,244 413,215 13,705,459
Gross profit 16,134,711 (788,215 ) 15,346,496

Operating expenses
Sales and marketing 10,057,328 413,215 10,470,543
General and administrative 6,900,431 (826,430 ) 6,074,001
Legal settlement - - -
Depreciation and amortization 608,649 - 608,649
Total operating expenses 17,566,408 (413,215 ) 17,153,193

(Loss) from operations (1,431,697 ) (375,000 ) (1,806,697 )

Other Income (Expense)
Earnings from joint venture - 375,000 375,000
(Loss) on revaluation of warrant liability - - -
Interest expense, net of interest income (1,738,231 ) - (1,738,231 )

Net (loss) before income taxes (3,169,928 ) - (3,169,928 )

Income tax benefit (expense) (114,278 ) - (114,278 )

Net (loss) from continuing operations (3,284,206 ) - (3,284,206 )

Discontinued Operations
(Loss) Income from operations of discontinued component 1,880,220 - 1,880,220

Net (loss) income from discontinued operations 1,880,220 - 1,880,220

Net (loss) income $ (1,403,986 ) $ - $ (1,403,986 )

Basic net income (loss) per share
Continuing operations (0.18 ) - (0.18 )
Discontinued operations 0.10 - 0.10
Basic net loss per share $ (0.08 ) $ - $ (0.08 )

Basic weighted average shares outstanding 18,247,364 - 18,247,364


SITO Mobile, Ltd. For the Years Ended
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA December 31,
2017 2016

Net (loss) $ (15,038,938 ) $ (1,403,986 )
Net (loss) income from discontinued operations (368,857 ) 1,880,220
Net (loss) from continuing operations (14,670,081 ) (3,284,206 )
Adjustments to reconcile net (loss) to EBITDA:
Depreciation and amortization expense included in cost of revenue and operating expenses:
Amortization included in cost of revenue (889,358 ) (657,879 )
Depreciation and other amortization (1,137,985 ) (608,649 )
Total depreciation and amortization expense (2,027,343 ) (1,266,528 )
Interest expense, net of interest income (1,296,436 ) (1,738,231 )
Income tax benefit (expense) 80,522 (114,278 )

EBITDA (11,426,824 ) (165,169 )

Adjustments to reconcile EBITDA:
Stock based compensation expense included in operating expenses:
Sales and marketing 817,060 292,293
General and administrative 3,178,162 1,040,653
Total stock based compensation expense 3,995,222 1,332,946

Loss on warrant revaluation (477,810 ) -
Misc. accounting adjustment 161,044 (228,556 )

Certain non-recurring expenses
Other litigation 3,526,935 -
Contested solicitation pending of threatened against the Company 2,020,370 -
Investigations of former executives 741,360 -
Class action lawsuits 235,062 -
Section 382 rights plan 135,228 -
Total non-recurring expenses 6,658,955 -

Adjusted EBITDA $ (133,793 ) $ 939,221




Source: SITO Mobile, Ltd.
© 2018 GlobeNewswire, Inc.
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[subslover]

SITO Mobile Reports Record Revenues and 46% Year-over-Year Growth for 2017
Fourth Quarter revenues of $14.7 million driven by strong media placement revenues and initial monetization of insights-driven offerings

https://www.otcmarkets.com/stock/SITO/news/story?e&id=1035856

[subslover]

SITO Mobile: The Value Of Data
https://seekingalpha.com/article/4152009-sito-mobile-value-data

[subslover]

Now its settled. But the agreement SUCKS for SITO!

NEWS
SITO Mobile Announces Termination of IP Revenue Sharing Agreement and Settlement of Related Litigation
JERSEY CITY, N.J., Feb. 20, 2018 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today announced that it has entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with TAR SITO LendCo LLC (“TAR”), Mr. Julian Singer, Ms. Karen Singer and Mr. Gary Singer (collectively with TAR, the “TAR Group”).

Pursuant to the Settlement Agreement, we have agreed, among other things, that:

The Revenue Sharing and Note Purchase Agreement dated October 3, 2014, as amended (the “IP Revenue Sharing Agreement”), by and among SITO and certain of our subsidiaries, on the one hand, and Fortress Credit Co. LLC, and CF DB EZ LLC, on the other hand, the rights to which were acquired by TAR in July 2017, is being terminated in exchange for a one-time payment by SITO to the TAR Group of $3.5 million;
The pending litigation between SITO, certain of our subsidiaries and the TAR Group relating to the IP Revenue Sharing Agreement will be dismissed;
Each of SITO and our subsidiaries, on the one hand, and the members of the TAR Group and certain of their affiliates, on the other hand, will release each other from any and all claims we or they have, had or may have against the other party at any time prior and up to the date of the settlement agreement;
For a period of five years, the members of the TAR Group will not, directly or indirectly: acquire or sell SITO’s securities;nominate or recommend for nomination a person for election at any shareholders’ meeting at which members of our Board are to be elected, or participate in any proxy contest or consent solicitation to elect or remove any of our directors;submit any shareholder proposal; encourage any other person to take similar action with respect to the Company; solicit the employment or engagement of services of certain employees of and consultants to SITO or our subsidiaries or affiliates; and solicit or induce any other person to cease, diminish or not commence doing business with SITO or any of or affiliates; and
neither SITO or our subsidiaries, on the one hand, nor any member of the TAR Group, on the other hand, will publicly disparage or criticize the other party, or encourage or assist any other person to threaten or pursue any legal proceeding against the other party.
A portion of the proceeds of our previously announced public offering of SITO’s common stock, which was completed February 9, 2018, will be used to fund the payment to be made by SITO to TAR under the Settlement Agreement. The payment under the Settlement Agreement will be expensed by the Company in its first quarter 2018 financial statements.

About SITO Mobile Ltd.

SITO Mobile provides a mobile engagement platform that enables brands to increase awareness, loyalty, and ultimately sales. For more information, visit www.sitomobile.com.

Cautionary Statement Regarding Certain Forward-Looking Information

[Ubertino]

Why the large spread?

Something fishy!

Bid Ask
2.52 5.75

[Ex Blockman]

You're welcome. So far, so good!

[Ubertino]

Is SITO not another shilling delight?

[subslover]

Thank you buddy!

[Ex Blockman]

Getting close to a re-entery after months of negative divergence. Keep an eye on the FullSto and MACDs.

[TheFinalCD]

still amazed by the great run it had

your the man brother!


HORY SITO

[subslover]

Looks like the price will go below the offering @ $5.00

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12525545

[subslover]

SITO Announces Record Revenue and Preliminary, Estimated Expenses for the three and 12 months ended December 31, 2017
Media placement revenue increase to $14.7 Million in the quarter ended December 31, 2017, and to $42.9 million for the twelve months ended December 31, 2017, representing a 101% increase in media placement revenue compared to the corresponding quarter in 2016 and a 48% increase in media placement revenues compared to the twelve months ended December 31, 2016.

JERSEY CITY, N.J., Feb. 06, 2018 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO) (hereinafter “SITO” or the “Company”), an insights-driven Consumer Behavior and Location Sciences™ company, announced today that the Company’s media placement revenue increased by $7.4 million, or 101%, to $14.7 million for the three months ended December 31, 2017, compared to media placement revenues of $7.3 million for the three months ended December 31, 2016. The Company’s media placement revenue increased by $13.9 million, or 48%, to $42.9 million for the year ended December 31, 2017, compared to total revenues of $28.9 million for the year ended December 31, 2016.

The Company is providing the following guidance with respect to expenses. Please note, however, that the audit of the Company’s financial statements as of and for the twelve months ended December 31, 2017 is not yet complete, and such guidance is subject to adjustment based on the results of such audit:

As discussed on our earnings call on November 14, 2017, the Company’s total cost of revenue, which represents the costs associated with media placement revenues, is expected to increase to between $7.8 million and $8.0 million for the three months ended December 31, 2017, and to between $22.2 million and $22.4 million for the twelve months ended December 31, 2017, as compared to total cost of revenue of approximately $3.7 million and approximately $13.7 million for the three and twelve months ended December 31, 2016, respectively. Cost of revenue has increased faster than media placement revenue primarily as a result of a change in our advertising mix.
Sales and marketing expense is expected to increase to between $3.9 million and $4.1 million for the three months ended December 31, 2017, and to between $14.5 million and $14.7 million for the twelve months ended December 31, 2017, compared to sales and marketing expense of approximately $2.8 million and approximately $10.4 million for the three and twelve months ended December 31, 2016, respectively.
General and administrative expense is expected to increase to between $5.9 million and $6.5 million for the three months ended December 31, 2017, and to between $16.0 million and $16.6 million for the twelve months ended December 31, 2017, compared to general and administrative expense of approximately $1.8 million and approximately $6.1 million for the three and twelve months ended December 31, 2016, respectively. Included within general and administrative expenses during the three and twelve months ended December 31, 2017 is a $2.2 million charge relating to the accrual of bonuses earned by the Company’s executive management team under their respective employment agreements with the Company, in connection with the achievement of certain performance-based targets, as disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on July 24, 2017. Management has agreed to take 75% of this bonus in equity. In addition, there were additional non-recurring items that impacted our G&A that will be detailed when we release our full year earnings.
Cash and cash equivalents totaled $3.6 million as of December 31, 2017, compared to $8.7 million as of December 31, 2016.

Although the audit of the Company’s financial position and results of operations for the twelve months ended December 31, 2017 is not yet final, the preliminary, unaudited financial information announced above reflects the Company’s preliminary expectations with respect to its revenues and expenses described above based on information currently available to management.

The preliminary financial results presented above reflect management’s estimates based solely upon information available to the Company’s management as of the date of this announcement.

The preliminary financial results presented above are not, and shall not be deemed to constitute, a comprehensive statement of the Company’s financial results for fiscal year 2017. In particular, we note that total revenue, taken in isolation, is not a reliable indicator of earnings.

In addition, the preliminary financial results presented above have not been audited, reviewed, or compiled by our independent registered public accounting firm BDO USA, LLP. Accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect to the information included in this announcement and assumes no responsibility for, and disclaims any association with, this information. The preliminary financial results presented above are subject to the completion of our financial closing procedures, which have not yet been completed. The Company’s actual results for the year ended December 31, 2017 are not available and may differ materially from the foregoing estimates. Therefore, you should not place undue reliance upon these preliminary financial results. For instance, during the course of the preparation of the respective financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial results presented above may be identified. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. Accordingly, the revenue, loss from operations, net loss, EBITDA and Adjusted EBITDA for any particular period may not be indicative of future results. See “Cautionary Statement Regarding Certain Forward-Looking Information” below.

About SITO Mobile, Ltd.

SITO delivers consumer location based data-driven solutions for brands spanning strategic insights and media campaign delivery services. Through Consumer Behavior and Location Sciences™, SITO explores the consumer journey yielding a powerful strategic knowledge asset for executives and strategic decision makers delivering actionable insights to understand and influence consumer behaviors.

Our consumer location focused science reveals deep, real-time understandings of consumer movements, interests, actions, associations, and experiences providing increased clarity for brands navigating business decisions, developing advertising campaigns, and advancing business imperatives. The company is home to a proprietary location-data technology stack and has amassed a multi-year consumer behavioral, movement, location, and demographic database arming clients with a powerful resource for identifying real-time insights, longitudinal behavioral research, and delivery of successful media campaigns. SITO’s in-store targeting, proximity targeting, geo-conquesting and attribution data combine to create and optimize measurable hyper-targeted campaigns for brands. For more information regarding SITO’s science, technology and solutions spanning media and research, visit www.sitomobile.com.

Cautionary Statement Regarding Certain Forward-Looking Information

This announcement contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning the following: SITO’s plans and initiatives; our possible or assumed future results of operations; our ability to attract and retail customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; and our potential growth opportunities. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect, as described in this announcement. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company is not guaranteeing, and cannot guarantee, future financial and operating results, levels of business activity, performance or achievements.

Media Contact:
Katie McGovern
SHIFT Communications
[e-mail]

IR Contact:
Rob Fink
Hayden IR
[e-mail]

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SITO Prices $13.0 Million Public Offering of Common Stock
JERSEY CITY, N.J., Feb. 07, 2018 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”) today announced the pricing of an underwritten public offering of 2,600,000 shares of its common stock at a public offering price of $5.00 per share. The gross proceeds of this offering are expected to be $13 million, before deducting the underwriting discount and other estimated offering expenses. SITO has granted the underwriters a 30-day option to purchase up to 390,000 additional shares of common stock. The offering is expected to close on or about February 9, 2018, subject to the satisfaction of customary closing conditions.

Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as joint book-running managers for the offering.

The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, which may include, among other things, paying amounts, if any, to terminate the Company’s remaining obligations under that certain Note Purchase and Revenue Sharing Agreement dated October 3, 2014, as amended, financing its continued growth, capital expenditures and to satisfy other working capital requirements.

The shares of common stock described above are being offered by the Company pursuant to a shelf registration statement (File No. 333-213221) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC"). A prospectus supplement relating to the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained, when filed with the SEC, by accessing the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus, when available, may also be obtained by contacting: Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, by calling [phone], or by email to [e-mail]; or Lake Street Capital Markets, LLC, Attention: Syndicate Department, 225 South 6th Street, Suite 4750, Minneapolis, MN 55402, or by telephone at [phone] or by email at [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SITO Mobile, Ltd. SITO turns the consumer journey into a powerful instrument for marketers, delivering actionable insights that influence behavior in real-time. Through Consumer Behavior and Location Sciences™, SITO develops customized, data-driven solutions for brands spanning strategic insights and media. Our science and products reveal a deeper, real-time understanding of customer interests, actions and experiences providing increased clarity for brands when it comes to navigating business decisions and delivering advertising. The Company is home to an internally developed, proprietary location-data technology stack, arming clients with a powerful resource for granular data, real-time insights and optimization, and delivery of successful media campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, SITO creates audience profiles to develop measurable hyper-targeted campaigns for brands.

Cautionary Statement Regarding Certain Forward-Looking Information

To the extent any statements made in this press release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the terms, expected proceeds and closing of the offering. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause SITO's actual results to be materially different than those expressed in or implied by SITO's forward-looking statements. For SITO, this includes that closing conditions may not be met. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Media Contact:

Katie McGovern
SHIFT Communications
[e-mail]

IR Contact:

Rob Fink
Hayden IR

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SITO Announces Proposed Public Offering of Common Stock
JERSEY CITY, N.J., Feb. 06, 2018 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”) today announced that it has commenced an underwritten public offering of its common stock. In connection with the offering, SITO expects to grant the underwriters a 30-day option to purchase additional shares of its common stock offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as joint book-running managers for the offering.

The Company intends to use net proceeds from this offering for working capital and general corporate purposes, which may include, among other things, paying amounts, if any, to terminate our remaining obligations under our IP Revenue Sharing Agreement, financing our continued growth, capital expenditures and to satisfy other working capital requirements.

The shares of common stock described above are being offered by the Company pursuant to a shelf registration statement (File No. 333-213221) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC"). A prospectus supplement relating to the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained, when filed with the SEC, by accessing the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus, when available, may also be obtained by contacting: Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, by calling [phone], or by email to [e-mail]; or Lake Street Markets, LLC, Attention: Syndicate Department, 225 South 6th Street, Suite 4750, Minneapolis, MN 55402, or by telephone at [phone] or by email at [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SITO Mobile, Ltd. SITO turns the consumer journey into a powerful instrument for marketers, delivering actionable insights that influence behavior in real-time. Through Consumer Behavior and Location Sciences™, SITO develops customized, data-driven solutions for brands spanning strategic insights and media. Our science and products reveal a deeper, real-time understanding of customer interests, actions and experiences providing increased clarity for brands when it comes to navigating business decisions and delivering advertising. The Company is home to an internally developed, proprietary location-data technology stack, arming clients with a powerful resource for granular data, real-time insights and optimization, and delivery of successful media campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, SITO creates audience profiles to develop measurable hyper-targeted campaigns for brands.

Cautionary Statement Regarding Certain Forward-Looking Information

To the extent any statements made in this press release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the terms, expected proceeds and closing of the offering. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause SITO's actual results to be materially different than those expressed in or implied by SITO's forward-looking statements. For SITO, this includes that closing conditions may not be met. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Media Contact:

Katie McGovern
SHIFT Communications
[e-mail]

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This came out today
Law suite update
AR SITO LendCo LLC Comments on SITO Mobile, Ltd.’s Failure to Disclose Newly Commenced Litigation Regarding Failure to Honor Warrant Agreement

JERSEY CITY, N.J.--(BUSINESS WIRE)-- TAR SITO LendCo LLC (“TAR”), SITO Mobile, Ltd.’s (“SITO”)(NASDAQ:SITO) senior secured lender and a litigant (as described herein) against SITO, comments on a lawsuit (the “FAF Lawsuit”) recently filed by Fort Ashford Funds, LLC (“FAF”) against SITO in the Superior Court of California, Orange County.

As previously disclosed on November 20, 2017, TAR and SITO are currently involved in litigation pending in the New York Supreme Court with respect to various alleged defaults by SITO under loan documents between TAR and SITO, including defaults related to numerous disclosure obligations. TAR became aware of the FAF Lawsuit against SITO in the Superior Court of California, Orange County, information of which is publicly available. SITO has not made any disclosure regarding the FAF Lawsuit.

According to the allegations of the complaint in the FAF Lawsuit:

In July 2005, SITO’s predecessor company, Single Touch Systems Inc. (“Single Touch”), entered into an agreement with Panzarella Consulting, LLC (“Panzarella”), whereby Single Touch issued Panzarella warrants (the “Warrants”) entitling Panzarella to purchase 5 million shares of Single Touch common stock at a price of $0.50 per share. Pursuant to the agreement relating to the Warrants, such rights were non-cancellable, fully assignable and could not be terminated.
In 2007, Panzarella assigned, transferred, and sold the rights under the Warrants to Anthony G. Macaluso, a former executive of Single Touch. In July 2008, Single Touch was acquired by Hosting Site Network, Inc., including the obligation to honor the rights of Mr. Macaluso to tender the agreed purchase price and acquire 5 million shares pursuant to the Warrants.
Since that time, SITO has acknowledged in certain of its public filings and pronouncements the existence of the Warrants and the rights of Mr. Macaluso to acquire the shares thereunder. In 2017, Mr. Macaluso assigned his rights under the Warrants to acquire 5 million shares at the price of $0.50 per share (as adjusted) to FAF.
In November 2017, FAF tendered to SITO $2.5 million in exchange for the issuance of 5 million shares as specified in the agreement relating to the Warrants.
It appears that, despite being aware of the existence of the Warrants and the assignment of the rights thereunder to FAF, SITO has not issued the shares underlying the Warrants to FAF.
TAR believes that SITO has not disclosed to its investors the commencement and existence of the FAF Lawsuit. To TAR, such failure to disclose appears to be consistent with SITO’s failure to comply with its disclosure obligations under the loan documents between TAR and SITO, which are, among other things, the subject of the litigation between TAR and SITO.

SITO’s counsel has advised TAR that SITO believes the FAF Lawsuit is “completely frivolous” and that SITO is not required to disclose it. TAR has no view as to the merits of the allegations in the FAF Lawsuit. If such allegations are true, however, the fact that the shares subject to the Warrants have not been issued upon payment therefor would appear to raise questions about the Board’s motivation and entrenchment and would be consistent with SITO’s previous failures to disclose.

In addition to other questionable disclosure decisions by SITO’s Board, including without limitation, approving below-market equity raises and exorbitant compensation packages for management, allegedly without advising and including all Board members in such decision-making process, the decision by SITO’s Board not to report the FAF Lawsuit, arguably in violation of NASDAQ and SEC reporting requirements, appears to be yet another failure by SITO’s Board. As referenced above, TAR commenced litigation against SITO due to SITO’s default on its loan documents with TAR including:

Failing to comply with its obligations to use best efforts to monetize the patents that are collateral under the loan documents.
Failing to provide monthly (and on demand) certifications on information relating to the patent portfolio, including, among other things, the company’s efforts with respect to the monetization of such patents.
Failing to provide reports calculating patent monetization revenues by the 15th of every month.
Incurring indebtedness outside of the ordinary course of the company’s business by paying significant legal fees of a SITO stockholder.
Failing to provide monthly certifications regarding the company’s amount of cash and cash equivalents on hand.
It appears to TAR that SITO’s failure to disclose the FAF Lawsuit is consistent with its prior defaults under the TAR loan documents and TAR urges SITO’s Board to comply with its disclosure obligations.

http://cts.businesswire.com/ct/CT?id=bwnews&sty=20171211005293r1&sid=acqr7&distro=nx&lang=en

View source version on businesswire.com: http://www.businesswire.com/news/home/20171211005293/en/

Media:
Ian Robertson, [phone]
Executive Vice President
Communication Strategy, Kingsdale Advisors
[e-mail]

Source: TAR SITO LendCo LLC

© Copyright Business Wire 2017

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Did you ride this baby to $8.60 a couple months back?

[heyyou2]

False information, the case was thrown out. the prices they talked about do not reflect any splits. It seems as though they are trying to make things look bad when the business has been great qtr over qtr. Cant wait untill the next report.

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TAR SITO LendCo LLC: SITO Mobile Ltd. Defaults on Loan

JERSEY CITY, N.J.--(BUSINESS WIRE)-- TAR SITO LendCo LLC (“TAR”), SITO Mobile Ltd.’s (NASDAQ:SITO) senior secured lender announces it has filed a complaint against SITO indicating it has defaulted on its loan documents as the result of, among other things, various breaches.

On July 11, 2017, TAR became the secured lender and successor collateral agent under certain security and loan agreements previously entered into between Fortress Credit Co LLC and SITO. Under the terms of such agreements, SITO is required to, among other things, use their best efforts to pursue the monetization of SITO’s patent portfolio — which serves as collateral for the secured loan — as well as provide detailed information relating thereto. Such loan documents further provide that TAR, as secured lender and collateral agent, can declare the balance of the patent revenue stream to be immediately due and payable, upon a default, in the amount of $5 million if the payment occurs prior to March 31, 2018, and $7.5 million thereafter (in each case less any amounts previously paid out).

TAR has tried repeatedly to obtain information regarding SITO’s best efforts, if any, to monetize the patent portfolio, and other information required to be provided by SITO under the loan documents. Rather than acting in accordance with the terms of the loan documents, SITO’s board has proceeded in a reckless manner that has left TAR no option but to place SITO in default on its loan.

SITO Stockholders should wonder why, rather than provide basic information (including the company’s cash position), SITO’s board is prepared to accumulate legal fees and create distraction for the company by defaulting on their loan. As long as the loan agreement is in place, the company is unable to incur debt or otherwise access a working capital facility, and it is obligated to spend significant time and effort to monetize its patent portfolio, rather than advance the business of the company. It makes no sense that SITO has refused to engage with TAR in an attempt to settle this matter amicably.

SITO has failed to meet or has breached, and therefore defaulted on its obligations under the loan documents by:

Failing to comply with its obligations to use best efforts to monetize the patents that are collateral under the loan documents.
Failing to provide monthly (and on demand) certifications on information relating to the patent portfolio, including among other things, the company’s efforts with respect to the monetization of such patents.
Failing to provide reports to TAR calculating patent monetization revenues by the 15th of every month.
Having incurred indebtedness outside of the ordinary course of the company’s business by paying the legal fees of a SITO stockholder.
Failing to provide monthly certifications regarding the company’s amount of cash and cash equivalents on hand.

Additionally, the company has failed to hold an annual meeting in 2017 as required by Nasdaq listing requirements.

While TAR has accommodated SITO’s failure to comply with the loan documents reasonably and has been willing to entertain reasonable proposals from the company to settle this dispute in an amicable fashion, stockholders should be asking serious questions about the board’s willingness to default on the loan:

As the licensing of these patents would provide significant additional revenue to the company, which would presumably have a positive effect on SITO’s stock price performance, how can the board claim to be acting in the best interests of shareholders by failing to execute on these opportunities?
Is it possible that the board — blinded by their animosity for a former large investor which has continuously pushed the company to enhance stockholder value — is putting thwarting said investor above their responsibility to stockholders?
Is it possible that the company is in even more dire financial straits than they have indicated?

TAR encourages the board to act in accordance with their fiduciary duties and resolve this matter quickly.

http://cts.businesswire.com/ct/CT?id=bwnews&sty=20171120005750r1&sid=acqr7&distro=nx&lang=en

View source version on businesswire.com: http://www.businesswire.com/news/home/20171120005750/en/

Media contact:
Ian Robertson
Executive Vice President
Communication Strategy, Kingsdale Advisors
[phone]
[e-mail]

Source: TAR SITO LendCo LLC

[don estaban]

What’s the symbol on level 2?

[JustLooking162636]

Goldman Sachs sitting on the bid

[don estaban]

Sito looking real strong going into 2018 !!!

[don estaban]

Always falls on good earnings buy some more

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SITO Mobile Reports 30% Increase in Revenue for the Third Quarter
New senior leadership accelerating insights-driven strategy with focus on larger, multi-year revenue opportunities

https://globenewswire.com/news-release/2017/11/14/1186188/0/en/SITO-Mobile-Reports-30-Increase-in-Revenue-for-the-Third-Quarter.html

[doogdilinger]

Aha thnx for the great intel subs buddy!

[subslover]

Karen Singer sold a good % of her shares in the $4.00 range and then SITO jumped to $8.60. She is totally PISSED!
______________________________________________________________
On November 3 2017, a complaint was filed against SITO Mobile, Ltd., (the “ Company ”) in the Supreme Court of the State of New York (the “ Complaint ”) by TAR SITO Lendco LLC (“ TAR ”), an entity that is owned and controlled by Julian Singer, the son of Karen Singer, formerly a substantial stockholder of the Company, and her husband, Gary A. Singer.



TAR is the “Revenue Participant” and “Collateral Agent” under that certain Revenue Sharing and Note Purchase Agreement dated October 3, 2014, as amended (the “ Agreement ”), by and among the Company, SITO Mobile Solutions, Inc., SITO Mobile R&D IP, LLC, each of which is a wholly-owned subsidiary of the Company, Fortress Credit Co. LLC, and CF DB EZ LLC. Neither Fortress Credit Co. LLC nor CF DB EZ LLC is named in the Complaint or a party to this proceeding.



The Agreement requires the Company, among other things, to (i) undertake its best efforts to diligently pursue the monetization of certain of its patents that are currently not a part of its core business activities (the “ Patents ”), (ii) provide regular updates to TAR and its advisors and (iii) consult with TAR and its advisors, on request, as to such activities. Under the Agreement, TAR has the right to receive a portion of revenues, if any , resulting from the monetization of the Patents, in the aggregate amount of (x) up to $5,000,000, if paid in full prior to March 31, 2018, and (y) otherwise, up to $7,500,000. Further, upon an acceleration of the Company’s obligations under the Agreement following the occurrence of an actual (and not merely alleged) event of default under the Agreement, the Company would be obligated to pay the foregoing amounts without regard to the existence of revenues related to the Company’s monetization of the Patents.



The Complaint alleges, we believe without merit, that the Company has breached its obligations to undertake best efforts to diligently pursue the monetization of the Patents and to provide timely information with respect to the Company’s intellectual property to the Revenue Participant, in addition to other alleged minor technical and curable defaults. However, the Company’s obligation to pay any amounts to TAR under the Agreement is entirely dependent on the generation by the Company of revenues from the monetization of the Patents, and the Company has not generated substantial revenues from these Patents to date. Notwithstanding the Complaint, the Company believes that it has diligently undertaken its best efforts to monetize the Patents (which efforts have been described in detail to TAR in writing), and that it has fully complied with all of the covenants under the Agreement and is not otherwise in default under the Agreement.



We also note that Gary Singer, the father of Julian Singer, who purports to own and control TAR, has been permanently enjoined by the US Securities and Exchange Commission from (i) violating Section 10(b) of the Securities Exchange Act of 1934, as amended and Rules 10b-5, 13b2-1 and 13b2-2 (ii) aiding and abetting violations of, Section 204 of the Investment Advisers Act of 1940 and (iii) acting as an officer or director of a public company.



The Company believes that the allegations by TAR in the Complaint are without merit, and it will vigorously defend against this lawsuit.

[subslover]

SITO Mobile to Announce Third Quarter 2017 Financial Results on November 14, 2017

JERSEY CITY, N.J., Nov. 02, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), an insights-driven Consumer Behavior and Location Sciences™ company, announced today it will release its financial results for the third quarter ended September 30, 2017, on Tuesday, November 14, 2017, following the close of the market.

SITO management will host a conference call to discuss the results that same day.

Conference call information:

Date: Tuesday, November 14, 2017
Time: 4:30 p.m. Eastern Time (ET)
Dial in Number for U.S. & Canadian Callers: 877-407-8293
Dial in Number for International Callers (Outside U.S. & Canada): 201-689-8349

To join the live conference call, please dial into the above referenced telephone numbers five minutes prior to the scheduled conference call time.

The conference call will also be webcasted live on the Investor Relations section of SITO’s IR web site at http://ir.sitomobile.com/ir-calendar.

A replay will be available for 2 weeks starting on November 14, 2017 at approximately 8:00 p.m. ET. To access the replay, please dial 877-660-6853 in the U.S. and 201-612-7415 for international callers. The conference ID# is 13673112.

About SITO Mobile, Ltd. SITO turns the consumer journey into a powerful instrument for marketers, delivering actionable insights that influence behavior in real-time. Through Consumer Behavior and Location Sciences™, SITO develops customized, data-driven solutions for brands spanning strategic insights and media. Our science and products reveal a deeper, real-time understanding of customer interests, actions and experiences providing increased clarity for brands when it comes to navigating business decisions and delivering advertising. The company is home to an internally developed, proprietary location-data technology stack, arming clients with a powerful resource for granular data, real-time insights and optimization, and delivery of successful media campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, SITO creates audience profiles to develop measurable hyper-targeted campaigns for brands. For more information regarding SITO’s science, technology and customized solutions spanning media and research, visit www.sitomobile.com.

Contact:

[Ex Blockman]

SITO continues to execute. The technicals got a bit overbought since the second week of October, so I'm actually out of the stock currently while waiting for a re-entry when the chart and technicals reset. How far? No idea, will have to base that on the chart. SITO is fairly easy to swing trade over the last many months.

[subslover]

SITO Mobile (SITO) Announces Pact with Bell Media to Provide Audience Behavior Insights, Media Solutions

https://www.streetinsider.com/Corporate+News/SITO+Mobile+%28SITO%29+Announces+Pact+with+Bell+Media+to+Provide+Audience+Behavior+Insights%2C+Media+Solutions/13462547.html

[TheFinalCD]

GREAT call subslover

you have obviously been here along time, profits well deserved

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=85464603

[subslover]

Sold 3200 @ $8.00

[Ubertino]

Looks like a great scam.

Easy money!

[subslover]

Man I'm gonna take a sweet sabbatical with the $$$$$$$ I made here over the past 2 years.

[Ex Blockman]

And another new high. It's been a great one to swing or hold long.

[subslover]

$7.75 and going up up up!!! Got sell order in for $8.00

[subslover]

Yes,also here is the proxy for the Shareholders meeting.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12333722

[don estaban]

Looking good

[subslover]

$7.50 intra day new 52 week high!

[subslover]

Intra day $7.49 another 52 week high