Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard? Transfer of Listing.

As previously disclosed, on July 5, 2019, SITO Mobile, Ltd. (the "Company") received a written notification from the Listing Qualifications Staff of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the closing bid price for its common stock had been below $1.00 for the last 30 consecutive business days and that the Company therefore was not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq notified the Company that the failure to comply with this requirement served as a basis for delisting the Company's securities from the Nasdaq Capital Market. As also previously disclosed, on February 11, 2020, the Company received a written notification from Nasdaq notifying the Company that it failed to comply with Nasdaq Listing Rule 5550(b)(1) because the Company's Form 10-Q for the period ended September 30, 2019 reported the Company's stockholders' equity fell below the required minimum of $2,500,000 and, as of February 10, 2020, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations standards for continued listing. Nasdaq notified the Company that this matter served as an additional basis for delisting the Company's securities from the Nasdaq Capital Market.

On January 13, 2020, the Company requested a hearing from the Nasdaq hearing panel to discuss listing deficiencies. A hearing was held on February 20, 2020.

On March 6, 2020, the Company received a letter from the Nasdaq Hearings Panel (the "Panel") stating that the Panel had affirmed Nasdaq's delisting decision and had determined to delist the Company's securities from the Nasdaq Capital Market, and suspension of trading in the Company's securities would be effective at the open of business on March 10, 2020.

The Company does not intend to appeal the determination and, therefore, it is expected that the common stock will be delisted. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission after applicable appeal periods have lapsed.

The Company expects to apply for quotation of its common stock on an appropriate tier of the OTC Markets.


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