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INTRA DAY $7.40 ! HUGE HUGE Week!
INTRA DAY $7.40 ! HUGE HUGE Week!
More 52 week highs today. Could push $7.00
52 week high smashed! :) Look at this volume!!!! HOLY SMOKES
Looking strong again today
This is the stock that keeps on giving !!!!!
Here we go again $6.05
SWEET don!!!! I have a close friend who holds tons of this stock,I just got off the phone with him and he ain't selling! He has lots of his own $$$ though lol
I sold at 6.20 50% of my holdings lets see where it goes
OMG just got into the office and my standing sell order @ $6.15 was taken. Gonna hold the remaining until we either hear of a tender offer or if we get to $6.50. Stock is going nuts!!!
All buying today what price will you dump it?
One thing we can't fault SITO on is its been a fantastic trading stock for years now! Its ups and downs with volatile swings has made some of us here sweet coin $$ over the years. SITO now currently at $5.40 with buying surging in!
That's why never believe what you read sito was 3.85 on friday
Yes for sure,buy volume has been very strong. Certain something is going on as this news is being fended off
http://www.nasdaq.com/article/new-strong-sell-stocks-for-september-19th-cm847579
I am trying to figure it out as well been alot of buying no news
Ok then! IMHO someone else is gonna try to buy us out. Gotta hunch we will see a filing any day now. Maybe the two henchmen that quit.
With all the nonsense and melodrama that Karen and her shills created its hard to put a real price here because I highly doubt its over.
Back in looking good the last few days any target price?
FREEGIN HILARIOUS!
On September 5, 2017, each of Mr. Matthew Stecker and Mr. Thomas Thekkethala informed SITO Mobile, Ltd. (the “ Company ”) of their intent to resign from the Board of Directors of the Company (the “ Board ”), effective September 6, 2017. Each of Mr. Stecker’s and Mr. Thekkethala’s decision to resign did not involve any disagreement between such directors and the Company, the Company’s management, or the Board. The Board has filled the vacancies created by such directors’ resignations as described below.
Hey doog.... Karen still selling down do 6.7% ! Have a great weekend buddy
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12249636
Hey doog,just like I suspected.Karen is dumping her shares! Will she dump the new balance of her 7.5% ? Maybe. I guess that letter the CEO wrote to the SEC about her husband worked? Much more turbulence in SP on the way for sure. Here is part of Karen's filing.
This constitutes Amendment No. 12 (the “ Amendment No. 12 ”) 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
Mrs. Singer is the sole Member of TAR Holdings, which was created pursuant to that certain Operating Agreement, dated October 28, 2013. All of the securities held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase of the securities reported herein was approximately $3,478,124.00.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended to add the following:
The purpose of this Amendment No. 12 is to report that, on August 15, 2017, following the filing of Amendment No. 11 to the Statement (“ Amendment No. 11 ”), dated July 31, 2017, a material change occurred in the percentage of shares of Common Stock beneficially owned by Mrs. Singer and TAR Holdings LLC (“ TAR Holdings ”).
In addition, Mrs. Singer, TAR SITO LendCo LLC (“ TAR LendCo ”) and TAR Holdings (together with TAR LendCo, “ TAR ”) have reviewed the letter (attached as Exhibit 99.1 to the Issuer’s Form 8-K dated August 1, 2017, the “ August 1 Letter ”) that certain members of the Board sent to Mr. Matthew Stecker and Mr. Thomas Thekkethala, also members of the Board, on August 1, 2017. TAR has also reviewed the letters, dated July 27, 2017 (the “ July 27 Letter ”) and August 8, 2017 (the “ August 8 Letter ”), respectively, sent by Mr. Stecker and Mr. Thekkethala to the CEO of the Issuer and the remaining members of the Board.
In the August 1 Letter, certain members of the Board indicated that they intend to notify, or already have notified, the Securities Exchange Commission (the “ SEC ”) of what they describe as allegations of purported “questionable, and possibly illegal, activities” by representatives of TAR, Mr. Stecker and Mr. Thekkethala. TAR and its representatives do not speak for Mr. Stecker or Mr. Thekkethala. TAR and its representatives, however, have not done anything “questionable” or “illegal” or, in any way, improper, with respect to the Issuer. To the contrary, TAR has engendered to maximize stockholder value in the face of what appears to be improper conduct by the Issuer’s management and certain members of the Board, the substance of which has been extensively described in TAR’s previous 13D amendments.
If the SEC decides to conduct an investigation with respect to the Issuer and any allegations made by the authors of the August 1 Letter, TAR and its representatives are confident that the SEC will conclude that TAR and its representatives have done nothing improper with respect to the Issuer. TAR and its representatives will, of course, fully cooperate with the SEC. Such cooperation will naturally include TAR’s knowledge of any and all relevant facts, including any facts relating to improprieties by the Issuer and the authors of the August 1 Letter as described in TAR’s previous 13D amendments. To the extent that the SEC determines to conduct an investigation with respect to the Issuer, TAR would expect that the SEC would investigate: (i) the reimbursement out of the Issuer’s corporate funds of Pepper Hamilton’s fees and expenses incurred in connection with the consent solicitation led by Stephen Baksa (which was not disclosed by the Issuer to its shareholders and which the Reporting Person believes violates Section 6.7 of the NPA); (ii) the apparent exclusion of Mr. Stecker and Mr. Thekkethala from the Board’s decision-making processes with respect to recent material corporate transactions of the Issuer (as described at length in their July 27 Letter and August 8 Letter), including the adoption of management compensation packages without discussing them with Mr. Thekkethala, a member of the Issuer’s compensation committee; (iii) the apparent failure by the Issuer to adequately “shop” or “market” the recent Equity Offering to achieve the best price for the Issuer and its stockholders; (iv) the potential leaking of material non-public information relating to the Issuer’s entry into a material contract with Pure Flix Entertainment by a member of the Issuer’s senior management to a family member; (v) Mr. Brent Rosenthal’s potential conflicts of interest stemming from his being a director of comScore, Inc., a direct competitor of the Issuer; (vi) Mr. Rosenthal’s communications with Mr. Baksa during the consent solicitation process, while Mr. Rosenthal was a director of the Issuer; and (vii) the purchase by Mr. Itzhak Fisher, a member of the Board, of shares of Common Stock shortly after becoming a director (and, potentially, while in possession of material non-public information).
As previously stated, Mrs. Singer, TAR LendCo and TAR Holdings expressly reserve all of their respective rights to take any actions necessary and appropriate to protect their interests.
Except in connection with the matters described in this Item 4 and as contemplated herein, Mrs. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Mrs. Singer reserves the right to change plans and take any and all actions that Mrs. Singer may deem appropriate to maximize the value of her investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Mrs. Singer in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Mrs. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
Item 5 . Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) Mrs. Singer, as the sole Member of TAR Holdings, may be deemed to beneficially own 1,701,358 shares of Common Stock, comprising approximately 7.8% of the outstanding shares, based on 21,906,698 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on August 15, 2017.
(b) Mrs. Singer has sole dispositive and voting power over the shares of Common Stock owned by TAR Holdings as reported on this Schedule 13D.
(c) The following table details the transactions effected by Mrs. Singer since the filing of Amendment No. 11.
Date of Transaction Number of Shares Sold Price Per Share
July 31, 2017 23,486 $4.5881
July 31, 2017 81,614 $4.95
August 1, 2017 16,602 $4.5518
August 3, 2017 23,955 $4.2843
August 4, 2017 38,983 $4.2079
August 7, 2017 13,060 $4.2366
August 8, 2017 20,940 $4.3545
August 15, 2017 55,720 $4.2368
August 16, 2017 50,000 $4.35
August 16, 2017 73,100 $4.2985
August 17, 2017 1,900 $4.25
(d) No Person other than Mrs. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.
(e) Not Applicable.
After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 17, 2017
TAR Holdings LLC
By: /s/ Karen Singer
Name: Karen Singer
Title: Member
lol luv it subs buddy!
He doog these SITO folks must be on moonshine! :))
SITO Establishes Consumer Behavior Sciences Board and Appoints Forbes Chief Insights Officer Bruce Rogers
Experts drive research and exchange knowledge around a shared passion for understanding consumer behavior and discovering its real impact for brands
JERSEY CITY, N.J., Aug. 17, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), an insights-driven consumer behavior platform, today announces its Consumer Behavior Sciences Board, a new advisory group committed to developing impactful solutions for brands that deepen their understanding of customers’ interests and actions. Bruce Rogers, Chief Insights Officer (CIO) for Forbes, joins as the company’s inaugural member, bringing his breadth and depth of experience working with innovative CMOs spanning numerous industries.
The board will influence SITO’s vision and product roadmap, while contributing valuable thought-leadership to the industry regarding the impact of digital on consumer engagement and experiences across industries. This incredible group of leaders will exchange ground-breaking best practices that propel SITO’s client offerings even further into the future with research-driven innovation.
“With an overwhelming amount of consumer data at our fingertips, I am inspired to find new pathways for brands to make sense of the information so they may truly understand and know their customers,” said Bruce Rogers, CIO for Forbes. “SITO is a pioneer in creating insights solutions that paint a holistic picture of consumer behavior, driving meaningful audience connections for businesses. I am excited to contribute to the development of their platform.”
Bruce has a relationship with Forbes spanning decades, and one that is rooted in marketing, brand and insights. He was at the helm of worldwide marketing and communications for the business publishing giant for nearly three decades. He also served as Forbes’ Chief of Brand before moving into his current role. As CIO, Bruce manages Forbes' Insights thought leadership research division, as well as the Forbes CMO Practice. Bruce continues to write a column for the magazine that speaks to influencers changing the business landscape, and he has also published a book on the subject.
“Our Consumer Behavior Sciences Board is exemplary of our commitment to insights-driven problem-solving for clients; and we are thrilled that Bruce is joining during an exciting growth period, where we are focused on realizing the full potential of our research and insights capabilities for brands,” said SITO CEO Tom Pallack. “His experience spearheading Forbes’ research division and working closely with global CMOs from the world’s leading brands brings a unique perspective and invaluable insight to our team and clients.”
Awesome thnx subs and right back at ya!
GM doog. SITO earnings out. Hope you have a great day.
SITO Mobile Reports 28% Increase in Revenues for Second Quarter
New senior leadership deploys insights-driven strategy focused on larger, multi-year recurring revenue opportunities with fortune 500 brands and tier-1 agencies
JERSEY CITY, N.J., Aug. 14, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), an insights driven consumer behavior platform, announced today its financial results for the second quarter and six months ended June 30, 2017.
Three Months Ended June 30, 2017 and Recent Business Highlights
Total revenues for the three months ended June 30, 2017 increased by $2.4 million, or 28%, to $10.8 million, compared to total revenues of $8.4 million in the corresponding period of 2016
Reported results include approximately $1.8 million in non-recurring expenses related to professional fees incurred for the investigation of former executives, the class action lawsuits and the contested solicitation process
On June 26, 2017, the Company appointed Thomas J. Pallack as Chief Executive Officer, Mark Del Priore as Chief Financial Officer and William Seagrave as Chief Operating Officer, proven leaders with a broad range of experiences that are uniquely suited for SITO to strategically transition the Company and accelerate the Company’s growth and expansion plans
Under our new leadership, and subsequent to the three month period ended June 30, 2017, the Company has consummated multimillion dollar insights-driven transactions with large brands, initiated a preferred agency partnership for data and media solutions, and established a CMO advisory board to consist of globally known industry experts
On July 28, 2017, the Company completed a $6.0 million registered direct offering, the proceeds of which were used to, among other things, repay the entire principal amount outstanding, together with accrued and unpaid interest, under the Company’s senior secured indebtedness
Tom Pallack, SITO’s Chief Executive Officer commented, “My clear mission as SITO’s new CEO is to drive long-term growth and unlock sustainable value for all our stakeholders. Since the end of June, the new SITO leadership team has begun implementing new initiatives that leverage the full capabilities of our innovative technology platform with the goal of differentiating us within the industry. The key element of our new strategy is the leveraging of our unique end-to-end technology platform and the proprietary data and analytics it assembles to help brands drive more effective campaigns.”
“SITO’s experienced leadership team has the track record, relationships and know-how to properly market this highly differentiated data-driven offering and we have begun repositioning our teams to focus on large, multi-million dollar transactions that are syndicated over multiple years with recurring revenues,” Pallack added. “At the end of the second quarter, we began aggressively marketing SITO’s mobile data capabilities to Fortune 500 Brands and leading agencies. In the first 45 days of this effort, we have closed multiple transactions that are substantially larger than any transaction in SITO’s history. Transactions like these, featuring larger campaigns with more significant customers, better leverages our business model. Over time, we believe securing larger wins will help us expand margins and drive profitability.”
“Over the long-term, these larger, multi-year deals will provide us with a more stable foundation to accelerate growth and drive increased visibility into future revenues,” Pallack concluded. “In the near term, as we advance our strategic transition efforts, we will be focused on securing new business. The announcement of new customers and larger deals will be the most effective way to track our progress until our backlog reaches a level that provides us enough insight to offer accurate guidance. Based on our bookings to date, we expect third quarter revenues to increase year-over-year and be sequentially higher than the second quarter, and our operating and net losses should narrow in the absence of $1.8 million in non-recurring costs related to activities that occurred and concluded in the second quarter.”
Second Quarter Financial Summary
Total revenues for the three months ended June 30, 2017 increased by $2.4 million, or 28%, to $10.8 million, compared to total revenues of $8.4 million in the corresponding period of 2016. This increase was driven primarily by the increase in media placement revenue as the Company continued to expand its direct sales force and increase our customer base.
Loss from operations for the three months ended June 30, 2017 was $2.8 million, which includes $1.8 million in non-recurring expenses in connection with professional fees incurred for the investigation of the Company’s former executives, class action lawsuits and the contested solicitation process.
Net loss for the three months ended June 30, 2017 was $3.5 million, or ($0.17) per basic and diluted share, compared to net income of $0.7 million, or $0.04 per basic and diluted share, for the corresponding period of 2016. The decline in net income was primarily due to non-recurring professional fees and an increase in headcount.
Year to Date Financial Summary
Total revenues for the six months ended June 30, 2017 increased by $4.0 million, or 30%, to $17.4 million, compared to total revenues of $13.4 million in the corresponding period of 2016. This increase was driven by an increase in media placement revenues, as the Company continued to expand its direct sales force and increase its customer base.
Loss from operations for the six months ended June 30, 2017 was $5.5 million, which includes $2.7 million in non-recurring expenses related to professional fees incurred for the investigation of former executives, the class action lawsuits and the contested solicitation process.
Net loss for the six months ended June 30, 2017 was $6.5 million, or ($0.32) per basic and diluted share, compared to $0.4 million, or ($0.03) per basic and diluted share, for the corresponding period of 2016. The decline in net income was primarily due to non-recurring professional fees and an increase in headcount.
Balance Sheet Summary
The Company completed the quarter with $3.2 million in cash and cash equivalents compared to $8.7 million at December 31, 2016. Management believes that our current cash levels and our cash flows from future operations will be adequate to meet anticipated working capital needs, anticipated levels of capital expenditures and contractual obligations for the next twelve months.
On July 28, 2017, and subsequent to the end of the second quarter, the Company completed a $6.0 million registered direct offering. On August 1, 2017, the Company used approximately $4.9 million of the proceeds raised from this offering to prepay in full all outstanding principal, accrued and unpaid interest due through the date of repayment and termination fees payable with respect to the Company’s senior secured indebtedness.
Conference call information:
Date: Monday, August 14, 2017
GM doog hope you had a nice weekend buddy. Here is today's PR for SITO.
SITO Mobile Announces Preferred Partnership with Swirl Media to Provide Consumer Behavior Insights and Media Solutions
SITO’s insights-driven platform is integrated agency-wide, providing brands with a deeper understanding of consumer behavior to make more meaningful connections in-market
JERSEY CITY, N.J., Aug. 14, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), an insight-driven consumer behavior platform, today announced a multi-year, multi-million-dollar partnership with Swirl, a global marketing and advertising agency. The agreement establishes SITO as the firm’s Preferred Strategic Partner for insights and media solutions for its robust client roster spanning retail, CPG, automotive, entertainment and much more.
SITO will collaborate with Swirl on all client engagements as strategic consultants across research, analytics, insights and media to uncover opportunities for more powerful decision-making that impacts business growth. The partnership is focused on utilizing SITO’s consumer behavior platform to achieve unparalleled clarity pertaining to customer interests that drive toward achieving clients’ enterprise goals.
“SITO provides an unparalleled level of dimension of consumer understanding, and the depth of the platform’s location-aware data ensures that we can deliver not only media, but strategic insights to our clients that impact business growth,” said Greg Johnson, EVP and Head of Marketing for Swirl. “This invaluable knowledge is crucial for our retail clients as they navigate the ups and downs of store traffic in the face of downward tending sales. SITO delivers clarity around consumer needs and wants, so that retail can be better positioned to take advantage of these trends from a product perspective.”
"Our strategic partnership with Swirl encompasses our shared mission to change the way brands understand and connect with consumers using the power of data,” said Tom Pallack, Chief Executive Officer for SITO. “We are creating custom, insights-focused solutions that provide a holistic view of peoples’ interests and behaviors, driving powerful delivery and optimization of media for Swirl’s clients.”
About SITO Mobile, Ltd.
SITO Mobile is transforming the manner in which brands connect with consumers in the real world by developing a mobile engagement platform that drives awareness, loyalty, and ultimately sales. In an increasingly mobile-first culture, SITO Mobile delivers proven location-based advertising solutions to Fortune 500 brands and agencies. Through innovation, the company uses proprietary data to build cutting edge, in-house technology, arming clients with the best resources for successful campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, the platform creates audience profiles to develop measurable hyper-targeted campaigns for brands. SITO’s real-time location-based marketing technology gives us the unique advantage of understanding and shaping the future of retail and consumer behavior. For more information, visit www.sitomobile.com.
lol thnx subs buddy...enjoy your eve:)
Try not to laugh too hard while reading the melodramatic soap opera below. Nothing new these have been going back and forth for about a month.
Matthew Stecker and Thomas Thekkethala, Directors on the Board of SITO Mobile Ltd., Issue Open Letter to SITO CEO
JERSEY CITY, N.J.--(BUSINESS WIRE)-- Matthew Stecker and Thomas Thekkethala, directors on the Board of SITO Mobile Ltd. Issue Open Letter to Tom Pallack, CEO of SITO to address allegations made in 8-K on August 1.
To: Tom Pallack, CEO Sito Mobile, Ltd.
Cc: Directors Brent Rosenthal, Mike Durden, Itzhak Fisher; Andrew Hulsh, Pepper Hamilton, LLP
From: Matthew Stecker and Thomas Thekkethala, Directors, Sito Mobile, Ltd.
Date: August 8, 2017
Via Electronic Delivery and Public Release
Dear Mr. Pallack,
In response to our letter of July 28, 2017, you and three other directors signed a letter addressed to us, which you delivered via email and also released via an 8-K dated August 1, 2017. We are compelled to respond publicly to address some of the desperate allegations and outrageous threats made in that letter as well as to point out the continued failure of your board faction to include all duly elected directors in the company’s board deliberations.
First, it needs to be noted that the letter you signed was issued on Sito letterhead, signed by you as CEO and issued jointly on behalf of you and the three other directors copied on this letter. Rather than release this letter speaking as four individuals, you have signaled that this letter – by virtue of being on company letterhead (and released as a company 8-K) – is a communication of the company and its board. As sitting directors, we were not given the opportunity to deliberate on the issues or the response. Like much of the company’s recent actions, this letter reflects a continued pattern of action purported to be properly undertaken by the company and its board, but without exposure to or consideration by all duly elected directors.
While a majority of the board may have the right to approve certain corporate actions, the existence of such a majority does not give its members the right to deliberate and consider board matters without affording all duly elected directors the opportunities to have input into and knowledge of the company's actions. We are shocked that the company continues to operate in this way, and that its law firm, Pepper Hamilton (copied on the August 1 correspondence), appears to have encouraged this practice – a practice that obviously breaches the duty owed to all directors to allow them to participate in the ongoing discourse of the company. This unilateral exclusion is also an insult to the shareholders who elected us as part of a team designed to overcome the transparency failures of the prior board.
Turning to the content of your response, it is telling that you chose not to respond to the substantive disagreements that we addressed in our open letter dated July 28, 2017, including the exclusionary board proceedings, secretive financing, and unwarranted compensation for an unqualified management team. We suspect that this is because our assertions are factual and not refutable. Instead, you merely made two brief statements “in lieu of responding” to the substantive points in our letter. This shows nothing but contempt for the public shareholders who are highly interested in these fundamental issues of corporate governance. In addition, we find the outlandish public assertion that you have or have planned to ”report” our actions to the SEC to be misguided, but untroubling (though potentially libelous). If anything, we encourage more daylight in this situation and we are confident that any independent investigation will reveal the following:
- Your director majority, purporting to act as a duly constituted board, conceived of and ran an end-to-end private offering of the company’s securities entirely without the knowledge of one third of the board or the board’s Audit Committee chairman. We were only made aware of any aspect of this matter after the offering had been fully subscribed, through a perfunctory vote taken once the financing was already effectively finalized. Further, this financing was done without competition, below market, and selectively offered only to shareholders favored by your majority.
- Your director majority installed a management team whose CEO is a board member, whose head of sales is a brother of one of the company's largest shareholders, and whose CFO has significant history with the company’s chairman. While we continued to request to the board that – especially given the inherent conflicts in such a team – the company should interview alternative candidates, your majority continually refused to do so – failing to consider even a single alternate candidate for any of the roles making up the newly installed management team.
- Your director majority ignored our sound advice that – given the unproven nature of this team and the conflicts inherent in its makeup – significant incentive compensation and costly long-term employment agreements for this team should be postponed until after a trial period.
- Your director majority has instead issued compensation to that team that exceeds all norms for companies our size.
We have consistently been the champions of good governance, fair dealing, and – above all – responsible use of company funds. The record will show that we have been consistent advocates for competition and decreased compensation.
Additionally, your letter makes the outrageous claim that we ”represent” some particular shareholder or group of shareholders. We do not. To the contrary, as independent directors, we represent all shareholders – just as you should. Many shareholders have contacted us during this disagreement to express their views, and we take seriously our obligations to be open to communications from all shareholders.
Again, we are open to any impartial and independent analysis of the actions of all actors in this situation. We are not the directors who ran a financing without informing the board. We are not the directors who gifted an outrageous management compensation package to an unproven team riddled with conflicts.
We look forward to continuing the vigorous representation of all shareholders and insist again that the company both acknowledge and fulfill its duties to include us in the board's activities and deliberations moving forward. There are many pressing issues facing Sito, and we encourage you to quickly call its entire board to order so that we can all discuss the substantive facets of Sito’s business.
Sincerely,
Matthew Stecker
Thomas Thekkethala
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20170808006524r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: http://www.businesswire.com/news/home/20170808006524/en/
Matthew Stecker
610-572-1098
matthew@livemicrosystems.com
Source: Matthew Stecker and Thomas Thekkethala, directors on the Board of SITO Mobile Ltd.
© Copyright Business Wire 2017
< Back
Hey doog bro they left out the part where "he comes to SITO equipped with a printing press"! ;))
SITO Mobile Ltd. (NASDAQ:SITO), a mobile engagement platform, today announced that Chet Petrow joined the company as Chief Revenue Officer. His addition to the executive team will add to SITO’s capability to drive sales of the company’s location and consumer behavior data solutions to brands and agencies in the media vertical and beyond.
“Chet’s impressive background inspiring and leading sales organizations in the software solutions space makes him an incredible resource for the team,” said CEO Tom Pallack. “His ability to build profitable client relationships and cultivate revenue streams that are sustainable over the long-term makes us well-positioned to drive exponential growth for the future of the company.”
Chet brings a wealth of experience to the team with his deep knowledge spanning enterprise technology sales, strategic partnerships and business development spanning large-scale corporations as well as startups. As CRO, Chet’s robust sales division will continue to drive revenue and build groundbreaking industry relationships.
“I am excited to join the SITO team and collaborate across the organization to accelerate sales initiatives,” said CRO Chet Petrow. “I continue to be impressed with the SITO platform’s data and analytics capabilities and the indispensable value that its solutions bring to the table. I look forward to guiding a first-class sales team towards even greater success in this next year and beyond.”
Prior to SITO, Chet led thriving sales teams for notable companies such as Oracle and Lawson, where he simultaneously built new business lines and forged domestic and international partnerships. Chet also successfully led developing startups, such as SAP Ariba, where he negotiated lucrative partnerships and raised significant capital to dramatically propel business forward.
Well I called it. SITO CEO reporting Singer to the SEC. This is gonna get very messy.
Happy reading
_______________________________________________________
Thomas Thekkethala
Matthew Stecker
SITO Mobile, Ltd.
100 Town Square Place, Suite 204
Jersey City, NJ 07310
Dear Messrs. Thekkethala and Stecker,
On July 28, 2017, you sent a letter to your fellow directors of SITO Mobile, Ltd. (the “ Company ”), which you also made publicly available, in which you were highly critical of the Company’s Board of Directors (the “ Board ”).
We strongly disagree with the statements in your letter. However, rather than continuing to engage on a destructive path with you and Mr. Singer, whom you have represented as the Company’s largest shareholder, we have determined that it will be far more productive for our Company and all of our stockholders if both our Board and our senior management team focus on the continued creation of shareholder value. Accordingly, in lieu of responding once again to each and every false allegation you and the shareholder you represent have made recently, we will simply make the following statements, while reserving all of our legal rights and remedies:
Our Successful Equity Offering and Repayment of Indebtedness
We are extremely gratified by the investors who put their faith in our Company during our recent equity offering, which closed last week. We believe that these investors share our views about our Company’s value and growth potential. We are also pleased to report that we have used the proceeds of our equity financing to repay the entire principal amount of, and all accrued and unpaid interest and fees under, the secured notes that were recently acquired by Mr. Singer’s family holding company.
SEC Notification
Today, we are notifying the U.S. Securities and Exchange Commission (the “ SEC ”) of our many concerns about the relationship between you and Mr. Singer, as well as a number of related matters, in the hope and expectation that the SEC will devote its substantial resources and determine whether it is appropriate to commence another investigation of Mr. Singer, as well as your complicity in his and his family’s questionable, and possibly illegal, activities. While our management team intends to devote all of their time and attention to the continued growth or our Company, we will, naturally, be fully cooperative with the SEC.
******************
We look forward to the fulfilling with great success the responsibilities our investors have entrusted to us at SITO Mobile and we look forward to delivering on our promises for future growth.
Mr. Brent Rosenthal, Chairman of the Board
Mr. Thomas Pallack, Chief Executive Officer and Director
Of course they are shills and the intent is to gain control and sell or merge SITO with another one of their Companies. They would make a fortune. Now you want 2 Board members thrown out! They want 4 thrown out. Yup here is the PR bellow. And imho the SEC is gonna investigate the charades here. Question is when.
SITO Mobile’s Largest Stockholder TAR Holdings LLC Calls on Four Members of Board to Resign
Four-member faction including directors Brent Rosenthal, Michael Durden, Itzhak Fisher and CEO Thomas Pallack acting against the interests of stockholders
Faction has shutout certain directors from decision-making process in order to ram through exorbitant compensation packages and rubberstamp approval of existing conflicts of interest
Questionable statements by CEO and unwillingness to work from SITO Mobile’s headquarters mean he should resign
JERSEY CITY, N.J.--(BUSINESS WIRE)-- TAR Holdings LLC and TAR SITO LendCo LLC, SITO Mobile Ltd.’s (NASDAQ:SITO) largest stockholder owning approximately 10% of the company and senior secured lender respectively, addressed the revelations in the July 27, 2017 letter by SITO Mobile directors Matthew Stecker and Thomas Thekkethala by calling on the four member faction of the Board and management to resign.
The allegations made in the July 27 letter appear to confirm the numerous concerns TAR has repeatedly stated and should be of serious concern to all stockholders. TAR believes that the current Board and members of management of SITO Mobile are not competent to manage the company’s business.
“Just eight weeks ago stockholders were promised change when this new Board was elected to clean up SITO Mobile. Instead, we have seen more of the same — more conflicts of interest, more exorbitant handouts, and more incompetent management,” said Karen Singer, representative of TAR Holdings. “It’s time for the conflicts of interest and handouts to friends to end. The only way for SITO Mobile to get back on the right track is for the four-member faction of the Board and management to resign.”
If the allegations made in the July 27 letter are true --that a four-member faction of the Board has emerged, and is now excluding two other directors from the company’s decision-making process by failing to give them proper notice of proposals and consider their input at Board meetings-- TAR believes that this four-member faction, and the counsel advising them, are in serious breach of their legal and ethical obligations to SITO Mobile, its stockholders and fellow directors.
A troubling pattern has emerged with this four-member faction governing for themselves and their friends, not for all stockholders:
Endorsing a long-standing conflict of interest and pattern of inadequate governance: Brent Rosenthal, the Chairman of the Board, has serious conflicts of interest resulting from, for example, Mr. Rosenthal’s service on the board of directors of comScore, Inc., which TAR understands is a direct competitor of SITO Mobile. In fact, TAR believes that Mr. Rosenthal’s conflict of interest and relationship with comScore may have already led Mr. Rosenthal to favor comScore over SITO Mobile in connection with various contracts, including comScore’s collaborations with xAd1 and Tru-Optik,2 each of which were entered into while Mr. Rosenthal was a member of the Board.
Additionally, Mr. Rosenthal, while chairman of comScore’s audit committee, presided over comScore’s continued failure to hold an annual meeting for over two years and failure to release audited financial statements over the same period, leading a significant shareholder, Starboard Value LP, to initiate litigation against the company.3 These particular legal and ethical violations further evidence Mr. Rosenthal’s lack of transparency and concern for the best interests of SITO Mobile’s stockholders.
Moreover, Mr. Rosenthal has demonstrated a profound inability to govern public companies adequately. By way of example only, Mr. Rosenthal has presided over a more than 40% decline in the stock price of RiceBran Technologies during his tenure as chairman of RiceBran’s board of directors (after being installed by Stephen Baksa, RiceBran’s third largest stockholder). Mr. Rosenthal lacks the experience or, apparently, the ethics necessary to manage a public company’s business effectively.
Questionable claims by and qualifications of CEO Mr. Thomas Pallack: TAR is aware of a letter from Mr. Thomas Pallack, the current CEO of SITO Mobile, addressed to the stockholders, that contains various unfounded and inaccurate statements. Among other things, the letter states that Mr. Pallack is wholly responsible for SITO Mobile’s recent entry into a material contract by the company. TAR, however, understands that the negotiation and entry into such agreement on behalf of SITO Mobile was in the process for a number of months, long before Mr. Pallack was installed as CEO by the current Board.
In addition, TAR questions the veracity of the statements made in the CEO’s letter regarding Mr. Pallack’s impact on the success of Oracle Corporation. Mr. Pallack may well be a competent salesman, but TAR seriously questions whether he has shown the experience or aptitude to govern a successful public company.
Remarkably, it is also TAR’s understanding that Mr. Pallack has no intention to relocate to New Jersey, where SITO Mobile’s corporate headquarters are located. In addition to making it difficult for Mr. Pallack to properly observe his duties as CEO, his apparent refusal to move to New Jersey would cause the company to take on unnecessary costs and burdens in arranging travel, room and board for Mr. Pallack and his team.
In light of these concerns, as well as the additional misconduct described in the July 27 Letter, TAR believes that the immediate resignation of Mr. Pallack as CEO and certain other members of the new management team is necessary and appropriate at this time.
Exorbitant compensation packages for incompetent management: As substantiated by the allegations made in the July 27 letter, TAR continues to believe that the compensation packages recently approved by the Board are egregious, non-market, and not in the best interests of the company and its constituents. Further, none of the recipients of such exorbitant compensation packages have any track record of effectively managing public companies. TAR believes that the terms of the compensation packages demonstrate that members of the Board and management are acting to further their individual interests at the expense of stockholders.
TAR believes payment to conflicted counsel constitutes a default under Secured Note and Loan Documents: As set forth in TAR’s prior 13D amendments, TAR believes that various defaults and events of default have occurred and are continuing under the Secured Note and the Loan Documents. After the proceeds from SITO Mobile’s recently closed equity offering are used to pay down the principal, interest and fees on the Secured Note, as SITO Mobile has stated it would do, it will still have outstanding obligations to TAR under the Loan Documents, including, but not limited to, a covenant to monetize its patents. In addition to the defaults previously asserted by TAR, TAR believes that the payment by SITO Mobile of significant legal fees and expenses of Pepper Hamilton LLP, incurred as counsel for Stephen Baksa in connection with his proxy contest, also constitutes a default under the Loan Documents and evidences both a clear conflict of interest for Pepper Hamilton as well as a waste of corporate funds.
As to Pepper Hamilton’s role here, TAR questions whether the Board retained independent counsel to review the propriety, under the circumstances, of such significant payment to Pepper Hamilton for its representation of Mr. Baksa during the proxy contest. Similarly, TAR believes it is important to consider whether Pepper Hamilton advised the Board as to the permissibility, specifically with regard to their fiduciary duties to the company and its stockholders, of excluding two directors from its deliberative process by failing to provide proper notice of material Board decisions, as alleged and suggested in the July 27 letter. TAR submits that, if the allegations set forth in the July 27 letter and described above are true, Pepper Hamilton cannot represent SITO Mobile in an appropriate manner and should resign as counsel immediately.
1 See https://www.mediapost.com/publications/article/278987/xad-teams-with-comscore-for-mobile-attribution-sol.html.
2 See http://www.prweb.com/releases/2017/07/prweb14530244.html.
3 See https://www.bloomberg.com/news/articles/2017-07-25/starboard-takes-stake-in-comscore-sues-to-force-annual-meeting.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20170731006077r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: http://www.businesswire.com/news/home/20170731006077/en/
Media contact:
Ian Robertson, 646-651-1640
Executive Vice President
Communication Strategy, Kingsdale Advisors
irobertson@kingsdaleadvisors.com
Source: TAR Holdings LLC
© Copyright Business Wire 2017
Sure the Singers are looking out for us. He is Banned from the industry, he is using shills. If they are sophisticated investors, why do they just whine about the stock. Let them sue, I would love to see this in the courts. Then the SEC can ban the lot of them. I say throw the two of their Board Members off. I plan to vote them down. I guess the Singers have TOO MUCH MONEY, otherwise they would be helping the company.
SITO Announces Closing of $6.0 Million Registered Direct Offering
JERSEY CITY, N.J., July 28, 2017 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today announced the closing of its previously announced registered direct public offering of 1,200,000 shares of its common stock and warrants exercisable for up to approximately 300,000 shares of its common stock for gross proceeds of $6.0 million (the “Offering”). The shares and warrants were sold in units, each consisting of one share of common stock and a warrant to purchase 0.25 of one share of common stock at an exercise price of $6.25 per share of common stock. The units were sold at an offering price of $5.00 per unit. Lake Street Capital Markets acted as the Company’s financial advisor for the Offering and received warrants to purchase up to an aggregate of 20,000 shares of common stock at an exercise price of $6.25 per share of common stock as partial compensation for its services in connection with the Offering.
The securities described above were offered directly to the investors without a placement agent or underwriter.
The net proceeds of the Offering will be used to repay the entire principal amount outstanding, together with accrued and unpaid interest, under the senior secured note issued pursuant to that certain Revenue Sharing and Note Purchase Agreement, dated October 3, 2014.
The securities described above were 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”) and a prospectus supplement. Copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained by accessing the SEC’s website at http://www.sec.gov.
About SITO Mobile, Ltd.
I am still in watching carefully
OMG this is BAD - Real Bad. I hope the previous info I sent you got you to profit take as this is gonna get CRUSHED. I am pretty sure I know whats going on and just might be a fix for Karen to buy another 10% on the very cheap. Good luck
SITO Mobile Directors Issue Letter to Board Regarding Deficient Board Proceedings and Breach of Fiduciary Duties
JERSEY CITY, N.J.--(BUSINESS WIRE)-- Matthew Stecker and Thomas Thekkethala, directors on the Board of SITO Mobile Ltd. (NASDAQ:SITO), release a letter sent to their fellow Board members outlining significant concerns regarding the manner in which a small sub-set coalition of directors has been conducting business under the guise their coalition is representative of the entire Board.
The full text of the letter follows below:
Board of Directors
SITO Mobile, Ltd.
The Newport Corporate Center
100 Town Square Place, Suite 204
Jersey City, NJ 07310
Re: Deficient Board Proceedings / Breach of Fiduciary Duties
Dear Messrs. Rosenthal, Durden, Fisher and Pallack:
Yesterday, SITO Mobile released a letter to shareholders, under the signature of Mr. Pallack, that purports to reflect the views of the Company, and implicitly- the Board. That letter certainly does not reflect our views as directors nor the interests of all shareholders. Accordingly, we are compelled to offer our views in response and will proceed to release this letter publicly in response to the erroneous representations in your release mentioned above.
As you know, we have expressed numerous concerns regarding your conduct and decisions since we were appointed to the new board of SITO Mobile. We are now compelled to put our concerns in writing to share with you on an equal basis as it has become clear that not all directors are involved in all conversations and there appears to be a pattern of selectively sharing information.
Simply put, we believe the Board has been proceeding in an inappropriate and self-serving manner that will disadvantage shareholders and that raises serious questions about a breach of your fiduciary duties. Unfortunately for shareholders, under the direction of your sub-set coalition of directors, there has been no change from the practices of the previous board, just more of the same.
Board hijacked by special interests
Shareholders will be disappointed to learn that a majority of the nominees they elected to clean up SITO Mobile have instead endorsed pre-existing conflicts of interest and self-interested decisions.
As you know, Mr. Rosenthal, the sole holdover from the old board, was not subject to a shareholder vote. Despite being part of the problems the new board was elected to fix, your coalition decided to allow him to carry over, impeding the fresh start shareholders demanded. What is more disappointing is that despite the clear conflict of interest created by Mr. Rosenthal’s simultaneous service as a director of comScore, Inc., your coalition saw fit to install him as Chair over our vocal objections.
As the board has moved forward, your coalition has chosen to act as though it is the entire board, in direct breach of your duty to work with all directors, depriving us - as the elected representatives of all shareholders - the right to be apprised of and deliberate on the Company’s actions. As you know, all directors have the right to attend and be heard at board meetings and to participate in the supervision of the Company. Unfortunately, under Mr. Rosenthal’s leadership, this has been ignored.
Following the seating of the new board, your coalition initially at least went through the motions of attempting to make it appear as if there was honest deliberation. This charade was dropped with the meeting called for July 23. For this meeting as noticed, no schedule or agenda was attached. However, what did become clear is that there has been a covert yet growing pattern of self-serving decisions at the expense of all shareholders:
Pre-arranged a major dilutive and below-market financing, selectively revealing the financing only to insiders. Shareholders would be shocked to learn it was not until the financing was fully subscribed that the full board was notified and even then it was in a false effort to provide the appearance of board consent.
When the meeting on July 23 began, Mr. Pallack began reading detailed resolutions which were designed to approve the proposed financing, later disclosed publicly on July 24. It was clear that the majority faction of the board had worked through this financing in detail, without any notice to or input from us as directors. Moreover, when a full prospectus was released at 8 a.m. the following morning (July 24), it became clear that some investors had been contacted in advance of the board “meeting” to respond to the proposed offering and that the documents themselves were prepared but not shared well in advance of the board meeting designed to approve them.
What is most shocking is that the Company’s largest shareholder was not made aware of the financing and has since said it is willing to propose an alternative that would be accretive to shareholder value. This is an opportunity the Board has ignored at your direction.
When Mr. Stecker asked why no agenda for the meeting had been provided, the response stated (falsely) that no such agenda had been contemplated. Yet, when Mr. Stecker asked what notes Mr. Pallack was reading from, he was told disingenuously by another coalition director that the complex financial mechanics Mr. Pallack had been mechanically reciting for the purposes of making a motion were not pre-meditated, but rather flowed naturally “because he was smart”. At several points during this discussion, Company counsel asked whether they had “covered everything in their notes”, further suggesting there was prior discussion and planning by your coalition.
Mr. Stecker is the Chair of the Audit Committee, and in that role – even above and beyond his role as a board member – Mr. Stecker should have been intimately involved in any proposed financing, and its impact on all stakeholders. In fact, Mr. Stecker had a meeting scheduled for July 21 (the Friday prior to the July 23 board meeting) with Mr. Mark Del Priore, the Company’s CFO – which was cancelled at the last minute, for apparently pretextual reasons. This was obviously a lie to not reveal the true work the Company was doing under your coalition’s direction that was being actively hidden from us.
The Company will argue that selective disclosure to directors may have been made because we have not signed newly-issued “confidentiality agreements”. We note that we were properly seated as directors in advance of the drafting of any such superfluous agreements and that we are bound by all statutory obligations. Requiring board members to pass loyalty oaths issued arbitrarily by an unruly majority should be no test for continued board participation of duly elected directors.
Forced through outrageous management compensation for an unqualified management team. In that same ‘meeting’, outrageous compensation packages and contracts for the executive team handpicked by your coalition were forced through. As you know, we have been strong advocates for setting reasonable compensation based on performance for a company this size – and the Board had originally discussed, come to agreement on, and voted on and approved a reasonable management compensation package. We were then very surprised when the issue of “management compensation” came up on a subsequent call and even more shocked to find out in an email sent during the call that certain members of your coalition, without consulting others, had been “renegotiating” the management package – and had taken it from reasonable to outrageous.
Specifically, we believe that the design and pay opportunity of annual bonuses to executives for fiscal 2017 are not in-line with bonuses of publicly-listed companies in the same industry and of similar size to SITO Mobile. We also take issue with certain aspects of recent equity awards to executives including the automatic acceleration of awards upon termination (other than for cause).
In light of this, Mr. Stecker asked that the Compensation Committee, including Mr. Thekkethala as a member, be permitted to review the matter. This committee did not meet on the issue, however, and instead, at the same July 23 meeting, your coalition “took the issue back” from the Compensation Committee and rammed through an approval vote of what had been merely a management “wish list” of compensation demands.
What is even more troubling is that this outrageous compensation package is going to reward a management team that is quite simply not up to the job. From the outset of the new board’s installment, your coalition of directors have single-mindedly pursued a thesis that a management team led by Mr. Pallack was the route that the Company should take. Mr. Pallack had no previous experience as a chief executive in a public company and no experience in advertising technology.
Over our objections, you refused to even consider interviewing a single alternate candidate or even adding other experienced executives into the team. Mr. Stecker had even personally offered to help the team in an operating capacity, but was summarily rebuffed. While we believe Mr. Pallack to be a strong sales leader, we have always been completely amazed by coalition directors’ opinion that Mr. Pallack alone can lead the Company – an attitude that led to the acceptance of the outrageous compensation request for him and his team.
Company counsel, Pepper Hamilton, colluded with your coalition to exclude certain directors from deliberation and their advice. Pepper Hamilton has a conflict of interest that, despite their best representations, they have proven unable to avoid, and for this reason alone should recuse themselves from work with the Company.
Pepper Hamilton were the attorneys for Mr. Stephen Baksa, the investor who led the proxy contest that resulted in the installment of this current board, and while the firm has since purported to state that they no longer will represent Mr. Baksa personally, they have showed in all of their actions that they still favor working with Mr. Baksa over other investors, and have demonstrated absolute loyalty to your coalition – the group of directors known to Mr. Baksa. While these are only the most prominent of the recent board actions, this has been a recurring theme.
Shareholders need a board they can trust
We are of the view that we as directors were elected to represent all shareholders, not just one. On behalf of all shareholders we demand:
1. The dilutive and below-market financing be halted until the issues we have outlined be addressed to the satisfaction of all directors.
2. In the interest of providing the fresh start shareholders expect, and removal of the clear conflict of interest, Mr. Rosenthal should resign as Chair and director. We can only conclude it is because of his influence that the poison pill that was campaigned so hard against has remained in place.
3. The Board should consider in good faith a proper search for a well-qualified executive team.
We look forward to you confirming your action on these items on a prompt basis.
Sincerely,
Matthew Stecker
Director
Thomas Thekkethala
Director
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20170727006715r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: http://www.businesswire.com/news/home/20170727006715/en/
Matthew Stecker
610-572-1098
matthew@livemicrosystems.com
Source: Matthew Stecker and Thomas Thekkethala, directors on the Board of SITO Mobile Ltd.
© Copyright Business Wire 2017
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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.
Crazy Soap Opera and or melodrama here. Copy and pasted today's two PR's. Would appreciate your views. tia
Sito Mobile Issues Statement in Response to Singer Group’s 13D/A Filing
JERSEY CITY, N.J., July 26, 2017 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today issued the following statement in response to the 13D/A filing (the “Singer 13D/A”) made on behalf of Karen Singer, Gary Singer, and certain of their affiliates (collectively, the “Singer Group”) that included material erroneous misstatements.
The full text of the statement is as follows:
SITO welcomes open communications with all of its shareholders, including the Singer Group, and values all input and suggestions that may advance the Company’s goal of enhancing shareholder value. While the Company generally does not comment on discussions with shareholders, in light of comments made within the Singer Group’s recent Schedule 13D/A filing, the Company believes it must correct several inaccurate allegations and misstatements made by the Singer Group.
Over the past month, the Board and management have made many attempts to engage constructively with the Singer Group during a series of meetings with Gary Singer. Unfortunately, during these conversations it became clear to management that the Singer Group’s economic interests as Company creditor are not aligned with the best interests of the Company’s shareholders. Mr. Singer openly expressed that unless certain management composition changes were made, the Singer Group would take actions that would potentially eviscerate shareholder value and cause irreparable damage to our corporate franchise. Indeed, Mr. Singer’s threats were a strong motivating factor in the Company’s decision to enter into its recently announced equity offering, as a means of retiring SITO debt held by the Singer Group and reducing its influence over the Company.
Further and contrary to statements made within the Singer 13D/A, at no time during any interactions between the Singer Group and the Company has any member of the Singer Group made an offer to refinance or restructure SITO’s secured note held by the group without making such offer expressly contingent on destructive changes to management.
We caution investors not to rely on the views described in the Singer Schedule 13D/A as such views both demonstrate that the Singer Group does not understand the terms of the management compensation packages, and fails to consider threats made by Mr. Singer to take actions that would be ruinous for shareholders.
It is displeasing that the Singer Group has failed to acknowledge the transparency and flexibility management has demonstrated in its willingness to listen and communicate with them, and instead decided to mislead shareholders and publicly defame our Chairman. Regardless, the Board is committed to carefully considering the concerns of the Singer Group as shareholders and debtholders. SITO remains focused on driving long-term value for all shareholders and hopes to continue to maintain a constructive dialogue with all shareholders, including the Singer Group.
SITO’s Board of Directors and management team are committed to acting in the best interests of all shareholders. The Board takes its fiduciary responsibilities to shareholders seriously, and will always consider and evaluate opportunities to drive enhanced value. We thank you for your investment in SITO.
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 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, campaign volume and average campaign dollars, our guidance and/or expectations for future quarters, our possible or assumed future results of operations; our business strategies; our ability to attract and retain customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; our potential growth opportunities; and risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda or if control of our Board was to abruptly change, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity which may be exploited by our competitors, cause concern to our current or potential customers, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners. 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. 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.
PR # 2
SITO Mobile Issues Letter to Shareholders
JERSEY CITY, N.J., July 26, 2017 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today issued a letter to shareholders.
To Our Shareholders:
SITO Mobile is an impressive technology company. Forty-five days ago, I joined SITO Mobile to scale its business model and create new success and growth. This type of transformation is not new terrain for me. At Oracle Applications, I built its applications department from $0 to over a billion dollars in four years and won seventy-eight multi-million dollar transactions in a row. During my five years at Oracle, its market capitalization grew from $2.57 billion to $22.56 billion. To further develop my expertise in innovative technology companies, I then moved to Ariba, first as the Vice President of Sales and Operations and then as President of South and Central America, Spain and Portugal. At Ariba, I managed over 500 employees and grew sales from $0 to over $200 million in three years. During the course of those three years, Ariba’s market capitalization soared from $0 to over $40 billion, and its IPO was one of the largest in NASDAQ’s history. My passion and my focus are to create and build successful technology companies.
I am very fortunate to be able to combine my thirty years of leadership and operational skills with those of our Chairman, Brent Rosenthal. Brent has a stellar track record in transforming distressed media and data companies and creating substantial shareholder value, and has been publicly recognized for his contributions to this industry. In 2003, Brent authored an internal W.R. Huff white paper about the problems in media measurement, and subsequently identified Rentrak as a platform company to capitalize on this trend. He spearheaded Huff’s investment in Rentrak, led the overhaul of its management team and board of directors, and worked closely with the new management team to reinvent the company. Brent joined Rentrak’s board in 2008 and has served as its non-executive chairman since 2011. Following the merger of Rentrak with comScore, Brent joined comScore’s board as chairman of the audit committee. Brent also serves as a special adviser to the board of Park City Group. From 2006 to 2012, he served as a strategic adviser to Virgin Media’s directors and executive management, providing turnaround and crisis-management services, as well as operational and financial analysis and recommendations. From 2007 to 2010, Brent advised Time Warner Cable’s executive management. In 2009, Multichannel News named Brent to its annual “40 under 40” list of influential executives. Brent also financed investments in Lamar Advertising and American Idol. We look forward to leveraging Brent’s vast experience as we implement our new strategic plan at SITO Mobile.
Our enthusiastic team at SITO Mobile is one of the reasons I am so excited to be part of this company. I am proud of all they have accomplished for our customers and shareholders. Each person is a dedicated contributor, and it is this organization-wide drive, coupled with a remarkable technology infrastructure, that fueled my desire to join SITO Mobile as CEO.
As a technology company rooted in location and mobile data, I firmly believe we are well-positioned to develop a platform that reinvents the norm for delivering media and insight to brands and agencies alike. We will aggressively market SITO Mobile to Fortune 500 Brands and leading agencies, and reposition our teams to focus on larger, multi-million dollar transactions. I am confident that we will realize this vision and start the next chapter of the SITO Mobile story in a highly differentiated manner not easily achievable by our competitors.
SITO Mobile is intensely focused on longevity. We believe that an essential measurement of our success is the shareholder value that we create over the long term. The choices made by myself, as the CEO, and by our management team will consistently reflect this focus. We are building an indispensable data and insights platform, while expanding and leveraging our client base. It is with great excitement that I announce the closure of SITO Mobile’s largest sales transaction in its history to Pure Flix Entertainment, a producer, distributer, acquirer and marketer of Christian and family-friendly films. This transaction is well over $2 million dollars and is the first of many multi-million dollar transactions we will be announcing in the near future.
Transparency is a main pillar of SITO Mobile’s value system. As we embark on this journey of success together, we want every opportunity to communicate with our shareholders. We also invite you to reach out directly with any comments or questions. Our shareholder landscape is not tranquil. Certain investors currently hold an approximately 10% equity stake, as well as the remaining company debt. These investors hope to derail our strategy and vision by engaging in negative external communication. This course of action is disruptive, self-serving and risks unwinding our progress and new visions. Despite this challenge, we are working diligently to reorient our organization towards a common vision.
It is a pivotal time for SITO Mobile. We ask for your support in allowing the team to execute its vision and we request that you not give in to the discontented noise in our shareholder base. We have already undertaken numerous initiatives and our team is energized, engaged and focused on execution. We are quickly developing positive momentum, and expect our new plan to swiftly create significant and sustainable value for all SITO Mobile shareholders. Our management team has a proven track record of delivering success and growth, and we ask you to allow us to do so for SITO Mobile. Again, we encourage you to engage in direct and open dialogue with us. We are excited to talk about the future with you.
The remainder of 2017 will be exciting and revolutionary. We are so grateful to our team for its hard work, to our customers for their business and trust, and to the vast majority of our shareholders for their steadfast support. We are lucky to be part of SITO Mobile. Let’s allow great things to happen.
I deeply and sincerely thank you for your continued interest and investment in SITO Mobile and look forward to creating value for all shareholders.
Here’s to our future,
Thomas J. Pallack
Chief Executive Officer
SITO Mobile
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 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, campaign volume and average campaign dollars, our guidance and/or expectations for future quarters, our possible or assumed future results of operations; our business strategies; our ability to attract and retain customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; our potential growth opportunities; and risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda or if control of our Board was to abruptly change, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity which may be exploited by our competitors, cause concern to our current or potential customers, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners. You should not place undue reliance on forward-looking statements, because they involve known and
Thanks still holding !!
FYI
SITO Announces $6.0 Million Registered Direct Offering
JERSEY CITY, N.J., July 24, 2017 (GLOBE NEWSWIRE) -- SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”) today announced it has entered into definitive agreements with institutional investors, pursuant to which SITO will issue and sell approximately 1,200,000 shares of its common stock and warrants exercisable for up to approximately 300,000 shares of its common stock for gross proceeds of $6.0 million. The shares and warrants are being sold in units, each consisting of one share of common stock and a warrant to purchase 0.25 of one share of common stock, at an offering price of $5.00 per unit. The warrants will be exercisable immediately after issuance, will expire on the fifth anniversary of the initial exercise date and have an exercise price of $6.25 per share. The closing of the offering is expected to take place on or about July 27, 2017, subject to the satisfaction of customary closing conditions.
The securities described above were offered directly to the investors without a placement agent or underwriter.
The net proceeds of the offering will be used to repay the entire principal amount outstanding, together with accrued and unpaid interest, under the senior secured note issued pursuant to that certain Revenue Sharing and Note Purchase Agreement, dated October 3, 2014.
The securities 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.
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 Mobile is transforming the manner in which brands connect with consumers in the real world by developing a mobile engagement platform that drives awareness, loyalty, and ultimately sales. In an increasingly mobile-first culture, SITO Mobile delivers proven location-based advertising solutions to Fortune 500 brands and agencies. Through innovation, the company uses proprietary data to build cutting edge, in-house technology, arming clients with the best resources for successful campaigns. Using in-store targeting, proximity targeting, geo-conquesting and attribution data, the platform creates audience profiles to develop measurable hyper-targeted campaigns for brands. SITO’s real-time location-based marketing technology gives us the unique advantage of understanding and shaping the future of retail and consumer behavior.
For more information, visit www.sitomobile.com.
Havent sold yet nice vol. congrats
New 52 week high $6.68 this morning with new 52 week high close of $6.13 with amazing volume 831k shares traded.
Don,that's great! I let 5k shares go @ $6 on a GTC order put in early July. My hope is that Karen buys another 10% and if she does I feel your $10 target will be achieved. Have to say SITO has been a good stock to trade since they went NASDAQ 2 years ago.
I am sitting at 3.70 waiting for 10
New 52 week high of $6.09 achieved this morning only to kick in the profit takers. Can't blame them if they had shares under $2.00 in early January. Beautiful profits :)))
$SITO has already been taken over through a proxy battle over a month ago by the Karen Singer Group. Its in my opinion that they will merge SITO with another one of her controlled Companies. Maybe SITO SH will get a dividend? That I don't know time can only tell.
I was curious why you think Sito will be taken over and done what with? I've been watching Mrs Singer buys shares of Sito for a while now I believe she has a lil more than 10% right now.
Im looking out for photonics stocks. Ex CEO Jerry Hug moved to Carbon Science. Any opinions he can do a good job over there? What are his skills? Thx
SITO Mobile Appoints Industry Veteran Additions to Management Team
Board Unanimously Approves Thomas J. Pallack, Mark Del Priore and William Seagrave as Officers of the Company
JERSEY CITY, N.J., June 30, 2017 (GLOBE NEWSWIRE) -- SITO Mobile Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today announced the appointment of Thomas J. Pallack and Mark Del Priore as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. Since June 1, 2017, Pallack and Del Priore served as executives of the Company on an interim basis. In addition, the Company announced the appointment of William Seagrave as the Company’s Chief Operating Officer.
Pallack’s background encompasses more than 30 years of sales, sales operations, financial and business development experience with global technology software companies such as Oracle, Ariba, Consilium and NCA. He is the Co-Founder, Chief Executive Officer and Head of Sales of SBV Solutions — Strategic Business Velocity, a software sales company, since 2005.
“Tom, Bill and Mark are proven leaders with a broad range of experiences that are uniquely suited to the future of SITO’s business,” said Brent Rosenthal, Chairman of the Board. “We are thrilled to be working closely with them for the next phase of the company’s growth.”
“I look forward to continuing to partner with the team to fulfill the company’s vision to build an enduring data and technology platform for brands and agencies,” said Tom Pallack, CEO of SITO Mobile. “Bill and I have a long history of success in creating robust solutions for the marketplace that increase shareholder value.”
Previously, Seagrave directed sales, product, and market strategies for global technology companies including: Cisco, Oracle, Intel, Baxter and venture-backed technology companies in the social marketing, consumer analytics, telecom and mobile infrastructure industries. He has extensive experience with SaaS and subscription model product lines, marketing analytics, software infrastructure, cloud, and network technologies leveraging the Internet of Things (IOT). While at Oracle, Seagrave was a founding member of the Oracle Applications team, which developed the Oracle Applications unit from a concept to a multi-billion dollar success.
“The people and product offerings at SITO provide a strong foundation for growth and expansion,” said Bill Seagrave, Chief Operating Officer of SITO Mobile. “The business is well-positioned for its next stage of development in the technology landscape.”
Prior to SITO, Del Priore was Chief Financial Officer of Go Green Global Technologies Corp, a water and fuel technology company. From 1999 to 2013, Mr. Del Priore served as a Principal at W.R. Huff Asset Management Co., L.L.C., where he evaluated and oversaw a number of W.R. Huff’s public and private investments, including a substantial portfolio of technology, telecommunications and media companies.
About SITO Mobile, Ltd.
SITO Mobile is transforming the manner in which brands connect with consumers in the real world by develo
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Single Touch is a pioneer and leader in customized easy-to-use wireless solutions. Single Touch's Patent Pending technology drives adoption by reaching new data subscribers, generating new revenue streams for carriers and content owners. STI's Abbreviated Dial Code program makes downloading content to your mobile phone as easy as making a phone call while the Mobile Machine enables consumers to download content from the Web to your mobile device by it’s simple drag and drop interface. Listen Live Now is an STI program that brings live concerts straight to your mobile phone.
Anthony Macaluso - President/CEO
Anthony Macaluso is the president and CEO of Single Touch Systems Inc. and the inventor of many of the company’s proprietary technologies. He is a “hands on leader” – actively managing the company’s growth and bringing innovation, inspiration and vision to the forefront of the company.
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Richard Siber - Strategic Advisor
Richard Siber has spent the last 21 years exclusively in the wireless industry. Richard is the Founder, President and CEO of SiberConsulting LLC. SiberConsulting provides strategic, technical and marketing services to members within the wireless ecosystem. SiberConsulting is also working with a number of enterprise organizations to help them understand, embrace and deploy complex wireless solutions.
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Chris Black - President, Data Services
A wireless industry veteran, Mr. Black has over 13 years of experience building, selling and distributing both consumer and enterprise wireless solutions across the United States. As the Director of Mobile Marketing and Interactive Media for AT&T Mobility (formerly Cingular Wireless), Chris was responsible for creation and operation of their industry-leading Off Portal Data Content business. Chris also served as AT&T's representative on the Board of Directors of the Mobile Marketing Association, and chaired the Consumer Best Practices committee within that organization.
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James Darcey - Senior Vice President, Carrier Relations
Mr. Darcey is responsible for Business Development and has ten years experience in telecommunications. Prior to Single Touch, Mr. Darcey ran all the data content relationships for ALLTEL Communications, the sixth largest wireless carrier. While at ALLTEL, he launched BREW, the first ALLTEL online store, the first company-wide employee referral program and the first converged wireless and wireline sales channel. Mr. Darcey graduated from the University of Arkansas at Little Rock with a bachelor's degree in finance. He also has a master's degree in business administration from the University of Arkansas at Fayetteville . Mr. Darcey has served on the Cellular Telephone Industry Association (CTIA) Wireless Internet Caucus and on the University of Arkansas at Little Rock 's Alumni Business Board of Directors.
Thomas Hovasse - General Manager/EVP
As General Manager/EVP, Mr. Hovasse is primarily responsible for managing the Single Touch office in San Diego. Mr. Hovasse has been with STI since 2002. Prior to joining STI, Mr. Hovasse worked at the Toyota Motor Corporation in Japan where he was a member of the International Marketing Department and editor of a worldwide monthly publication. Mr. Hovasse received a BS degree in Marketing at The Pennsylvania State University.
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