SITO SITO Mobile Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 001-37535, SITO MOBILE, LTD.

(Check One)    ☐  Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q  ☐ Form N-SAR  ☐ Form N-CSR

For Period Ended: September 30, 2019

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: ________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ___________________________________________________________

PART I – REGISTRANT INFORMATION

SITO Mobile, Ltd.
Full Name of Registrant

Former Name if Applicable

100 Town Square Place, Suite 204
Address of Principal Executive Office (Street and number)

Jersey City, NJ 07310
City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The review of the information required to be presented in the Form 10-Q for the quarterly period ended September 30, 2019 could not be completed and filed by November 14, 2019 without unreasonable effort and expense to the Registrant. Additional time is needed due to multiple extenuating circumstances including postponement of the 2019 Annual Meeting of Stockholders.

The Registrant anticipates that it will file its Form 10-Q for the quarterly period ended September 30, 2019 within the extension period provided by Securities Exchange Act Rule 12b-25.

PART IV – OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this notification:

(2)       Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3)       Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Cautionary Statement Regarding Certain Forward-Looking Information

have caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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