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6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2023

 

Commission File Number: 001-41333

 

LOCAFY LIMITED

(Registrant’s name)

 

246A Churchill Avenue, Subiaco Western Australia 6008, Australia

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

On June 22, 2023, Locafy Limited (the “Company”) issued two press releases, “Locafy Announces Agreement with U.S.-Based Media Publisher to Utilize Keystone Technology” and “Locafy Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing” which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

 

Exhibit   Description of Exhibit
   
99.1   Press release dated June 22, 2023
99.2   Press release dated June 22, 2023

 

Incorporation by Reference

 

This Report on Form 6-K, including all exhibits attached hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, originally filed with the Securities and Exchange Commission on May 19, 2023 (File No. 333-272066), to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

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, thereunto duly authorized.

 

  LOCAFY LIMITED
     
Date: June 22, 2023 By: /s/ Gavin Burnett
  Name:  Gavin Burnett
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Locafy Announces Agreement with U.S.-Based Media Publisher to Utilize “Entity-Based” Keystone SEO Technology

 

Locafy’s Keystone Technology Helps Customers Combat AI-Generated Content

 

U.S.-Based Media Publisher Expects to Incorporate Keystone Technology Across Network Roster

 

PERTH, Australia – June 22, 2023 – Locafy Limited (Nasdaq: LCFY, LCFYW) (“Locafy” or the “Company”), a globally recognized software-as-a-service technology company specializing in local search engine marketing, today announced that it has signed an agreement with a prominent U.S.-based diversified media company to sell Locafy’s “Entity-Based” Keystone technology among its portfolio of media assets.

 

Locafy’s Keystone technology, first released in December of 2022, specializes in optimizing clients’ websites to rapidly rank highly for competitive, national keywords. A series of highly successful client trials over recent months has demonstrated that within weeks of implementation, Keystone can drive websites from having negligible online presences to consistently ranking on Page 1 of search results on a national scale for relevant, high-value keywords.

 

The media organization, one of the largest in the U.S., boasts a substantial media asset reach and sizable sales team presence that can help Locafy promote Keystone. Once fully onboarded, management anticipates that this relationship will create significant customer volume and revenue tailwinds for Locafy.

 

“Keystone helps our clients rise above the increasing volume of AI-generated content on a national scale, unlocking new potential customer and market opportunities for Locafy,” said Locafy CEO Gavin Burnett. “Our customer trials show our brands’ carefully curated and valuable content achieving prominence in search for targeted national level keywords faster than any products of which we’re aware that are available on the market today.

 

“This customer signing, our first major Keystone technology agreement, marks an important step in our growth strategy. With this publisher’s extensive reach, we believe that they are the perfect partner for accelerating our Keystone rollout. We’re confident that we can maintain and improve on Keystone’s excellent trial period results and look forward to further enhancing our technology and expanding our reseller base in the coming quarters.”

 

For more information about Locafy’s technology, including educational blogs and case studies, please view Locafy’s investor relations website at investor.locafy.com.

 

About Locafy Limited

 

Founded in 2009, Locafy’s (Nasdaq: LCFY, LCFYW) mission is to revolutionize the US$700 billion SEO sector. Locafy helps businesses and brands increase search engine relevance and prominence in a specific proximity using a fast, easy, and automated approach. For more information, please visit www.locafy.com.

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy, although not all forward-looking statements contain these words. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

Investor Contact:

 

Tom Colton or Chris Adusei-Poku

Gateway Investor Relations

949-574-3860

LCFY@gatewayir.com

 

 

 

EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

LOCAFY ANNOUNCES RECEIPT OF NASDAQ LISTING DETERMINATION;

COMPANY TO REQUEST HEARING

 

PERTH, Australia, June 22, 2023 — Locafy Limited (Nasdaq: LCFY, LCFYW) (“Locafy” or the “Company”), a globally recognized software-as-a-service technology company specializing in local search engine marketing, today announced today announced that on June 21, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Capital Market (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with Nasdaq’s minimum stockholders’ equity requirement of at least $2.5 million under Nasdaq Listing Rule 5550(b)(1), as of June 30, 2023, the Company’s securities would be subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Further, as of June 21, 2023, the Company did not meet the alternative compliance standards relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

 

On May 5, 2023, May 18, 2023 and June 12, 2023, the Company submitted a plan and supporting documentation to regain compliance with the minimum stockholders’ equity requirement.

 

The Staff notified the Company by letter dated June 21, 2023, that it determined that the Company did not provide definitive agreements or sales contracts in support of its financial projections as related to its cost cutting measures and that plans relying on future projected revenues to comply with the equity requirement are generally not accepted unless the Company has definitive contracts and the revenue will be received in the near term. The Staff also determined that it found no support for assuming profitability or a tax asset being accretive to equity absent definitive agreements. Finally, the Staff determined that although the Company plans an equity infusion through an ATM offering, the amount and timing of any equity raise is uncertain, and in and of itself, the ATM offering will not be enough to restore the Company to compliance.

 

The Company will have until June 28, 2023 to request a hearing. The Company plans to timely request a hearing, which request will stay any further action by the Staff at least pending the issuance of the Panel’s decision following the hearing and the expiration of any extension that may be granted by the Panel. At the hearing, the Company will present its plan to evidence compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq, and request an extension of time within which to do so. The Company’s ordinary shares and warrants will continue to trade on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively, at least pending the ultimate conclusion of the hearing process.

 

About Locafy Limited

 

Founded in 2009, Locafy’s (Nasdaq: LCFY, LCFYW) mission is to revolutionize the US$700 billion SEO sector. Locafy helps businesses and brands increase search engine relevance and prominence in a specific proximity using a fast, easy, and automated approach. For more information, please visit www.locafy.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy, although not all forward-looking statements contain these words. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

Investor Contact:

 

Tom Colton or Chris Adusei-Poku

Gateway Investor Relations

949-574-3860

LCFY@gatewayir.com