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

On February 11, 2020, SITO Mobile, Ltd. (the "Company"), received a written notification ("Letter") from the Listing Qualifications Staff of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it fails 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 serves as an additional basis for delisting the Company's securities from The Nasdaq Stock Market.

On January 13, 2020, in response to previously disclosed notifications from Nasdaq regarding the delisting of the Company's shares, the Company requested a hearing from the Nasdaq hearing panel to discuss listing deficiencies. The Company's request for hearing was granted and the hearing has been scheduled for February 20, 2020. At the hearing, the Company will set forth its plan to regain compliance with various Nasdaq Listing Rules. Pursuant to the Letter, discussion of the minimum stockholders' equity requirement is to be included at the hearing. The delisting of the Company's stock has been stayed pending a determination by the Nasdaq Hearing Panel.

The Company intends to actively consider available options to resolve the deficiency and regain compliance with Nasdaq's minimum stockholders' equity requirement. There can be no assurance that Nasdaq will accept the Company's compliance plan, that the Company will be able to regain compliance with the minimum stockholders' equity rule, or will otherwise be in compliance with other Nasdaq Listing Rules including, without limitation, the minimum bid requirement.

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