Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Director Appointment
On June 19, 2020, the Board of Directors (the "Board") of SITO Mobile, Ltd. (the
"Company") appointed Gavin Scotti to the Board to fill a vacancy, to hold office
until the Company's 2020 Annual Meeting or until his successor has been elected
and qualified.
Mr. Scotti is the holder of a secured convertible promissory note issued by the
Company on March 31, 2020, in the original principal amount of $914,634 (the
"Note"). The Note accrues simple interest on any unpaid principal balance at the
rate of twelve percent (12.0%) per annum and has a maturity date of March 31,
2022. A portion of the principal amount and accrued interest outstanding under
the Note is convertible at the election of the holder into shares of the
Company's common stock, par value $0.001 per share ("Common Stock"), at $0.18
per share. The Note is one of a series of convertible promissory notes issued
pursuant to that certain Note and Warrant Purchase Agreement, dated as of
March 31, 2020, between the Company and certain investors (the "Note Purchase
Agreement"). Pursuant to the Note Purchase Agreement, the Company also issued to
Mr. Scotti a warrant (the "Warrant") to purchase 1,041,667 shares of Common
Stock, subject to customary adjustments, at an exercise price of $0.63 per
share. The Warrant expires on the one-year anniversary of the date of issuance
or upon the Company's entering into certain fundamental transactions. Mr. Scotti
is also party to that certain Investors' Rights Agreement dated as of March 31,
2020, pursuant to which the Company granted certain registration rights related
to the shares of Common Stock issuable upon conversion or exercise of the Note
and the Warrant.
Other than the foregoing, there are no transactions in which the Company is a
party and in which Mr. Scotti has a material interest subject to disclosure
under Item 404(a) of Regulation S-K. There are no arrangements or understandings
between Mr. Scotti and any other person pursuant to which Mr. Scotti was
selected as a director.
Mr. Scotti will be compensated in the amount of $4,000 for his service on the
Board pursuant to the revised non-employee director compensation policy adopted
on May 29, 2020.
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