Item 8.01: Other Events.
As previously disclosed, on October 8, 2020 (the "Petition Date"), SITO Mobile,
Ltd. (the "Company") and its direct and indirect domestic subsidiaries SITO
Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC (collectively with the
Company, the "Debtors"), filed voluntary petitions for relief under chapter 11
of title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the District of New Jersey (the
"Bankruptcy Court"). The Chapter 11 cases are being jointly administered under
Case No. 20-21435, Case No. 20-21436 and Case No. 20-21437 (the "Chapter 11
Cases").
On June 9, 2021, the Debtors filed an initial proposed Joint Chapter 11 Plan of
Reorganization of the Debtors (the "Proposed Plan") and a related proposed form
of Disclosure Statement (the "Proposed Disclosure Statement"). On July 15, 2021,
the Debtors filed an Amended Proposed Plan and Amended Proposed Disclosure
Statement describing, among other things, the Proposed Plan; the Debtors
contemplated financial restructuring (the "Restructuring"); the events leading
to the Chapter 11 Cases; certain events that have occurred or are anticipated to
occur during the Chapter 11 Cases, including the anticipated solicitation of
votes to approve the Proposed Plan from certain of the Debtors' creditors; and
certain other aspects of the Restructuring. This notice is being provided as a
result of the entry, on July 20, 2021, of an order authorizing the Debtors to
solicit acceptance of their Amended Proposed Plan, and scheduling a hearing
before the Bankruptcy Court for September 14, 2021, at 10:30 a.m. EST, for the
Bankruptcy Court to consider final approval of the Amended Proposed Plan and
Amended Proposed Disclosure Statement, and to appoint the Court Administrator,
Daniel M. Stolz of Genova Burns LLC.
The Amended Proposed Plan and Amended Proposed Disclosure Statement, as well as
other Bankruptcy Court filings and information about the Chapter 11 Cases can be
requested by email from Debtor's bankruptcy counsel, Donald W. Clarke of Genova
Burns LLC, at dclarke@genovaburns.com. In addition, investors will be able to
obtain free copies of this document, and other documents filed with the
Securities and Exchange Commission ("SEC") by the Company, through the website
maintained by the SEC at www.sec.gov, or by going to the Company's Investor
Relations web page at https://ir.sitomobile.com/.
Neither the Debtors' filing of the Amended Proposed Plan and Amended Proposed
Disclosure Statement, nor this Current Report, is a solicitation of votes to
accept or reject the Amended Proposed Plan. Votes on the Amended Proposed Plan
may not be solicited until a disclosure statement has been approved by the
Bankruptcy Court. Any such solicitation will be made pursuant to and in
accordance with applicable law, including orders of the Bankruptcy Court. The
Amended Proposed Disclosure Statement has been submitted to the Bankruptcy Court
for approval but has not been approved by the Bankruptcy Court to date.
Information contained in the Amended Proposed Plan and the Amended Proposed
Disclosure Statement is subject to change, whether as a result of amendments or
supplements to the Amended Proposed Plan or Amended Proposed Disclosure
Statement, third-party actions, or otherwise, and should not be relied upon by
any party. The documents and other information available via website or
elsewhere are not part of this Current Report and shall not be deemed
incorporated herein.
Cautionary Information Regarding Trading in the Company's Securities
The Company cautions that trading in the Company's securities during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by the holders of the Company's
securities in the Chapter 11 cases.
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Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, based on our current expectations,
estimates and projections about our operations, financial condition, results of
operations, and liquidity. Statements containing words such as "may," "believe,"
"anticipate," "expect," "intend," "plan," "project," "estimate," or similar
expressions constitute forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding expectations
and beliefs about the timing and execution of the Company's strategic
transactions; the Company's strategy, risks, and uncertainties associated with
the Chapter 11 Cases; and the operating expectations during the pendency of the
Chapter 11 Cases. The Company's expectations and beliefs regarding these matters
may not materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result of
uncertainties, risks, and changes in circumstances, including, but not limited
to, risks and uncertainties related to: the decisions of the Bankruptcy Court?
negotiations with the Company's creditors and any committee approved by the
Bankruptcy Court? the Company's ability to obtain Bankruptcy Court approval of
motions filed in the Chapter 11 Cases; the effects of the Chapter 11 Cases on
the Company and on the interests of various constituents; the outcome of the
Chapter 11 Cases; the length of time the Company will operate under the Chapter
11 Cases; risks associated with third-party motions in the Chapter 11 Cases;
uncertainty associated with evaluating and completing any strategic or financial
alternative as well as the Company's ability to implement and realize any
anticipated benefits associated with any alternative that may be pursued; the
consequences of the acceleration of the Company's debt obligations; the trading
price and volatility of the Company's common stock; and the risks related to
trading on the OTC Pink Market. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. Such forward-looking statements are not
guarantees of future performance or results and involve risks and uncertainties
that may cause actual performance and results to differ materially from those
predicted. Reported results should not be considered an indication of future
performance. Except as required by law, the Company undertakes no obligation to
publicly release the results of any revision to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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