UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 26, 2021

SITO MOBILE, LTD.

(Exact Name of Registrant as Specified in its Charter)

(201) 275-0560

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fi ling is intended to simultaneously satisfy the fi ling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1.01 – Entry into a Material Definitive Agreement

Intellectual Property Lawsuit Settlement

On March 23, 2021, SITO Mobile, Ltd., and its direct and indirect domestic subsidiary, SITO Mobile R&D IP, LLC (collectively, the “Company”), entered into a settlement agreement (the “Settlement”) with FloSports, Inc. (“FloSports”), to settle all claims in a lawsuit initiated by the Company in the United States District Court, Western District of Texas, Waco Division, under Case No. 6:20-cv-00471, alleging that FloSports was infringing upon certain patents owned by the Company (the “Patents”) (the “Lawsuit”). The Settlement was contingent upon the final approval of the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”) as part of the Company’s Chapter 11 bankruptcy Case Nos. 20-21436, 20-21435 and 20-21437 (the “Chapter 11 Cases”). On April 21, 2021 the Bankruptcy Court issued an Order approving the Agreement with FloSports and granting the Company’s request to seal portions of the Agreement relating to the financial terms of the settlement. Pursuant to the Agreement, the Company agreed to: (i) grant FloSports and its subsidiaries an irrevocable, worldwide, non-exclusive, non-assignable, non-sublicensable license in the Patents; and (ii) release FloSports and its subsidiaries from any and all claims of infringement through the date of the Agreement.

Additional Information and Where to Find It

Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available from the Bankruptcy Court, including though its website at http://www.njb.uscourts.gov/. 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/sec-filings/.

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 case.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.