[20-F] Locafy Ltd Files Annual Report (Foreign Issuer)
Locafy Limited filed its Annual Report on Form 20-F for the fiscal year ended June 30, 2025. The company reports that revenue decreased 22.8% from year-end 2023 to 2024 and decreased another 22.8% from year-end 2024 to 2025, highlighting ongoing top-line pressure.
Management discloses a restatement of audited financial statements for fiscal 2024, noting potential reputational impacts. The report outlines competitive and technology risks, heavy reliance on third-party infrastructure (including Cloudflare for hosting), and expanding regulatory exposure around data privacy and artificial intelligence.
Locafy is listed on Nasdaq (LCFY; LCFYW). Ordinary shares outstanding were 1,799,055 as of June 30, 2025. The company prepares financial statements under IFRS as issued by the IASB, with BDO Audit Pty Ltd as its independent registered public accounting firm.
- None.
- Revenue declined 22.8% year over year in both 2024 and 2025, indicating sustained top-line pressure
- Disclosure of a restatement of audited FY2024 financial statements, which may affect investor confidence
Insights
Two consecutive
Locafy reports revenue contracting
Operationally, dependence on Cloudflare for hosting and broadening AI/data-privacy regulation introduce continuity and cost risks. Competitive intensity in search/AI-driven marketing further complicates growth.
Key items to track include stabilization of revenue trends and disclosures on internal controls tied to the FY2024 restatement. Actual business impact will depend on future customer renewals and product uptake.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report: ______
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| Not applicable | Australia | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Locafy Limited
+61 409 999 339
(Address of principal executive offices)
Locafy Limited
Tel:
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
On June 30, 2025, the issuer had ordinary shares, no par value per share, outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | ☐ | ☒ | Other | ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
TABLE OF CONTENTS
| PART I | |||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 5 | |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 5 | |
| ITEM 3. | KEY INFORMATION | 5 | |
| ITEM 4. | INFORMATION ON THE COMPANY | 29 | |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 37 | |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 37 | |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 47 | |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 56 | |
| ITEM 8. | FINANCIAL INFORMATION | 57 | |
| ITEM 9. | THE OFFER AND LISTING | 58 | |
| ITEM 10. | ADDITIONAL INFORMATION | 59 | |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 72 | |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 72 | |
| PART II | |||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 73 | |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 73 | |
| ITEM 15. | CONTROLS AND PROCEDURES | 73 | |
| ITEM 16. | [RESERVED] | 74 | |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 74 | |
| ITEM 16B. | CODE OF ETHICS | 74 | |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 75 | |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 75 | |
| ITEM 16E. | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 75 | |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 76 | |
| ITEM 16G. | CORPORATE GOVERNANCE | 76 | |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 76 | |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 76 | |
| ITEM 16J. | INSIDER TRADING POLICIES | 76 | |
| ITEM 16K. | CYBERSECURITY | 76 | |
| PART III | |||
| ITEM 17. | FINANCIAL STATEMENTS | 78 | |
| ITEM 18. | FINANCIAL STATEMENTS | 78 | |
| ITEM 19. | EXHIBITS | 78 | |
| SIGNATURES | 80 | ||
| 2 |
BASIS OF PRESENTATION
Except as otherwise indicated, references in this Annual Report on Form 20-F (“Annual Report”) to “Locafy,” the “Company,” the “Group,” “we,” “us” and “our” refer to Locafy Limited, a company incorporated under the laws of Australia, and its directly owned subsidiary on a consolidated basis.
We express all amounts in this Annual Report in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “A$” are to Australian dollars. Except as otherwise noted, conversions from Australian dollars into U.S. Dollars were made at the rate of A$1.0000 to US$0.6550, which was the daily exchange rate published by the Reserve Bank of Australia on June 30, 2025.
We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
PRESENTATION OF FINANCIAL INFORMATION
We report under IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). None of the consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States. We present our consolidated financial statements in Australian dollars.
The consolidated financial statements and accompanying notes thereto for the year ended June 30, 2025, presented in this Annual Report have been audited by BDO Audit Pty Ltd, our independent registered public accounting firm.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors”, “Operating and Financial Review and Prospects”, “Business Overview” and “Business”. Forward-looking statements can often be identified by the use of terminology 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. Forward-looking statements are any statements that look to future events and include, but are not limited to, statements regarding our business strategy; trends, opportunities and risks affecting our business, industry and financial results; future expansion or growth plans and potential for future growth; our ability to attract new clients to purchase our solution; our strategy of expanding our business through strategic acquisitions and to integrate such acquisitions with our business and personnel; our ability to retain customer base and induce them to license additional products; our ability to accurately forecast future revenues and appropriately plan our expenses; market acceptance of our solutions; our expectations regarding implementation of remedial measures; our expectations regarding future revenues generated by our solutions; and our ability to attract and retain qualified employees and key personnel.
| 3 |
Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | the effect that the restatement of the audited consolidated financial statements as of and for the fiscal year ended June 30, 2024 (the “Prior Financial Statements”), could have on investor confidence in us and raise reputational risk; | |
| ● | our expenses, future revenues, capital requirements and our needs for financing; | |
| ● | our ability to successfully commercialize, develop, market or sell new products or adopt new technology platforms; | |
| ● | the possibility that our customers may not renew maintenance agreements or purchase additional professional services; | |
| ● | our ability to attract and retain qualified personnel; | |
| ● | our ability to adequately manage our growth; | |
| ● | our ability to maintain good relations with our partners; | |
| ● | our reliance on relationships with third parties; | |
| ● | our ability to adequately protect our intellectual property and proprietary rights; | |
| ● | our ability to maintain compliance with continued listing requirements of The Nasdaq Capital Market’s (“Nasdaq”); | |
| ● | our ability to compete effectively; | |
| ● | the availability of suitable acquisition targets; | |
| ● | our ability to maintain effective internal controls; and | |
| ● | the other factors set forth under the heading “Risk Factors” of this Annual Report. |
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements contained in this Annual Report represent our expectations as of the date of this Annual Report (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
| 4 |
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
A. Directors and Senior Management
Not applicable.
B. Advisers
Not applicable.
C. Auditors
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
| ITEM 3. | KEY INFORMATION |
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
| 5 |
D. Risk Factors
RISK FACTOR SUMMARY
Investing in our securities is speculative and involves substantial risk. You should carefully consider all of the information in this Annual Report prior to investing in our securities. There are numerous risk factors related to our business that are described under “Risk Factors” on page 8 and elsewhere in this Annual Report. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects, which could cause the trading price of our ordinary shares to decline and could result in a loss of your investment. Among these important risks are the following:
| ● | We have concluded that certain of our previously issued consolidated financial statements should not be relied upon and have restated certain of our previously issued consolidated financial statements which was time consuming and expensive and could expose us to additional risks that could have a negative effect on us. | |
| ● | The restatement of the Prior Financial Statements may lead to future shareholder litigation. | |
| ● | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. | |
| ● | Our prior growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. | |
| ● | The market and technology space in which we participate are competitive, new, and rapidly changing, and if we do not compete effectively, introduce new features or products successfully, make enhancements to our existing products and services, or if our products and services do not perform as well as our competitors’, then our business, results of operations, and financial condition could be harmed. | |
| ● | We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our user base, which could materially and adversely affect our business, financial condition and results of operations. | |
| ● | If we fail to manage our growth effectively, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction. | |
| ● | We will face additional risks as we offer new products and services, transact with a broader array of clients and counterparties, and expose ourselves to new geographical markets. | |
| ● | Real or perceived errors, failures, vulnerabilities, or bugs in our technology could harm our business, results of operations, financial condition, and our reputation could be harmed. | |
| ● | If there are interruptions or performance problems associated with the technology or infrastructure used to operate our technology, customers may experience service outages, other organizations may be reluctant to use our technology, and our reputation could be harmed. | |
| ● | We face cybersecurity risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data. | |
| ● | If we are unable to attract new users and organizations, our revenue growth and profitability will be harmed. | |
| ● | Any inability to deal with and manage our development and growth could have a material adverse effect on our business, operations, financial performance and prospects. | |
| ● | If we are not able to maintain and enhance our brand and increase market awareness of our company and products, our business, results of operations and financial condition may be adversely affected. | |
| ● | We cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit. | |
| ● | We have been reliant on government subsidies and research and development grants in the past and we cannot ensure that our existing capital will be sufficient to meet our capital requirements. |
| 6 |
| ● | Compliance with the rapidly evolving landscape of global data privacy and security laws may be challenging, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the processing of personal data, could damage our reputation and deter current and potential customers and end users from using our platform and products and services or subject us to significant compliance costs or penalties, which could materially and adversely affect our business, financial condition and results of operations. | |
| ● | We rely on key personnel and employees with the technical know-how to lead and operate our businesses. | |
| ● | If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights. | |
| ● | Our results of operations may be harmed if we are subject to a protracted infringement claim, a claim that results in a significant damage award, a third-party infringement claim, or a claim that results in an injunction. | |
| ● | We may need additional capital, and financing may not be available on terms acceptable to us, or at all. | |
| ● | As a company primarily based outside of the United States, our business is subject to economic, political, regulatory and other risks associated with international operations. | |
| ● | The requirements of being a U.S. public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. | |
| ● | We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders. | |
| ● | We may lose our “foreign private issuer” status in the future, which could result in additional costs and expenses to us. | |
| ● | We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our ordinary shares less attractive to investors. | |
| ● | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. | |
| ● | Substantial future sales of our ordinary shares, or the perception that these sales could occur, may cause the price of our ordinary shares to drop significantly, even if our business is performing well. | |
| ● | We do not anticipate paying cash dividends and, accordingly, shareholders must rely on share appreciation for any return on their investment. | |
| ● | Our failure to meet the continued listing requirements Nasdaq could result in a delisting of our securities. | |
| ● | We are governed by the corporate laws of Australia, which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control. | |
| ● | U.S. civil liabilities may not be enforceable against us, our directors, our officers or certain experts named in this Annual Report. |
As a result of these risks and other risks described under “Risk Factors,” there is no guarantee that we will experience growth or profitability in the future.
| 7 |
RISK FACTORS
You should consider carefully the following risk factors, as well as the other information in this Annual Report, including our consolidated financial statements and notes thereto. If any of the following risks were to actually occur, our business, financial conditions, results of operations and prospects could be materially adversely affected and the value of our securities could decline. The risks and uncertainties described below in this Annual Report for the year ended June 30, 2025, are not the only risks facing us. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”
Risks Relating to our Business and Industry
Our prior growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
Our revenue decreased 22.8% from year-end 2023 to year-end 2024 and decreased 22.8% from year-end 2024 to year-end 2025. You should not rely on the historical revenue performance of any prior quarterly or annual period as an indication of our future performance. Should we grow our revenue, we cannot assure you that we will be able manage our growth at the same rate as we did in the past or avoid any decline in the future. To maintain our growth, we need to attract more customers, scale up our business and continue to improve our technology, among other things. Moreover, our current and planned staffing, systems, policies, procedures and controls may not be adequate to support our future operations. To effectively manage the expected growth of our operations and personnel, we will also be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail to efficiently manage the expansion of our business, our costs and expenses may increase faster than we planned and we may not successfully attract a sufficient number of customers and end users in a cost-effective manner, respond timely to competitive challenges, or otherwise execute our business strategies. Our growth requires significant financial resources and will continue to place significant demands on our management. There is no guarantee that we will be able to effectively manage any future growth in an efficient, cost-effective and timely manner, or at all. Our past growth is not necessarily indicative of results that we may achieve in the future. If we fail to effectively manage the growth of our business and operations, our reputation, results of operations and overall business and prospects could be negatively impacted.
The market and technology space in which we participate are competitive, new, and rapidly changing, and if we do not compete effectively, introduce new features or products successfully, make enhancements to our existing products and services, or if our products and services do not perform as well as our competitors’, then our business, results of operations, and financial condition could be harmed.
Our market is subject to rapidly evolving products and technological change, and our future success depends on our technology. Products, services and technologies developed by others may render our products, services or technology obsolete or non-competitive. To attract new customers and end users and keep our existing ones engaged, we must introduce new products and services and upgrade our existing offerings to meet their evolving preferences. It is difficult to predict the preferences of a particular customer or a specific group of customers. Changes and upgrades to our existing products may not be well received by our customers and end users, and newly introduced products or services may not achieve success as expected. Moreover, the functionality, reliability or security of our technology or our ability to adequately maintain, develop, update or enhance our technology each depends on numerous factors, many of which are beyond our control, and any failure in respect of any of the foregoing may cause the level of usage and customer satisfaction to decline. This may result in reduced sales, loss of customers, damage to reputation, an inability to attract new clients and potential claims for breach of contract or other litigation.
Our future revenue and growth also depends on our ability to develop enhancements, new features and products, and services that utilize our technology. Enhancements, new features and products, and services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products and services or may not achieve the broad market acceptance necessary to generate significant revenue. The failure to successfully develop enhancements, services, features, products or other new solutions may materially adversely impact our future operations and financial performance, competitive position and business prospects.
| 8 |
Additionally, the market for generative artificial intelligence (“AI”), including “chatbots”, machine learning, and generative AI workloads continues to be an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to continue to adapt to, and capture new spending, in this market. If more consumers utilize AI and AI-related technology to search for online content, or if we do not successfully integrate AI with our solutions and products or integrate AI with our solutions as rapidly or effectively as other competitors within our industry, search traffic volumes through traditional search engines may decline, and our solutions and products may not compete as effectively with AI or other available solutions, which may in turn have a negative impact on our business and financial condition.
We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We incorporate AI solutions into our platform, services, and features, and these applications are important in our operations. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Additionally, if the content that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. Our use of AI and machine learning is subject to risks related to flaws in our algorithms and datasets that may be insufficient or contain biased information. The development of AI technologies is complex, and there are several challenges associated with achieving the desired level of accuracy, efficiency, and reliability. The algorithms and models used in our AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios. There is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of our platform. These failures could result in reputational damage, legal liabilities, or loss of user confidence, which could materially affect our business.
The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
Legislative and governmental activity in the privacy area may result in new laws or regulations that are applicable to us and that may hinder our business, for example, by restricting use or sharing of customer data, limiting our ability to provide certain data to our customers, limiting our ability to develop or modify our AI systems, or otherwise regulating AI and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or which may lead to significant increases in the cost of compliance.
AI presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.
Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations. As with many technological innovations, AI presents risks and challenges that could impact our business. We or our clients currently incorporate a limited number of AI technologies into certain of our products, and we may continue to adopt and integrate AI, including generative AI, into our products in the future for specific use cases. If we, our vendors, or our third-party partners experience an actual or perceived data breach or cybersecurity incident because of the use of generative AI, we may lose valuable intellectual property, personal data and/or confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, subject us to legal liability, result in the loss of valuable property and information, and adversely impact our business.
| 9 |
The rapid evolution of artificial intelligence will require the application of significant resources to design, develop, test and maintain such systems to help ensure that artificial intelligence is implemented in accordance with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. The use of certain artificial intelligence technologies can also give rise to intellectual property risks, including by disclosing or otherwise compromising our confidential or proprietary intellectual property, or by undermining our ability to assert or defend ownership rights in intellectual property created with the assistance of artificial intelligence tools. Our vendors may in turn incorporate artificial intelligence tools into their offerings, and the providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security.
A growing number of legislators and regulators are adopting laws and regulations and have focused enforcement efforts on the adoption of artificial intelligence and the use of such technologies in compliance with ethical standards and societal expectations. These developments may increase our compliance burden and costs in connection with the use of artificial intelligence and lead to legal liability if we fail to meet evolving legal standards or if use of such technologies results in harms or other causes of action we did not predict. For example, several states, including Colorado and California, passed laws that will take effect in 2026 to regulate various uses of artificial intelligence, including to make consequential decisions. In addition, various federal regulators have issued guidance and focused enforcement efforts on the use of AI in regulated sectors. If we develop or use AI systems governed by these laws or regulations, we will need to meet higher standards of data quality, transparency, monitoring and human oversight, and we would need to adhere to specific and potentially burdensome and costly ethical, accountability, and administrative requirements, with the potential for significant enforcement or litigation in the event of any perceived non-compliance. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our business.
In addition, our competitive position could be harmed if we fail to adopt and integrate AI effectively into our operations and product offerings. Misjudging the convergence of AI with our business needs may lead to inefficiencies or obsolescence of our services or products. Additionally, AI systems can present risks of unintended bias, errors, or regulatory compliance challenges that could affect our reputation and legal standing. For example, creating or implementing AI-enabled products may contain errors or inadequacies that are not easily detectable may result in these products not operating properly or as we expect them to. If the recommendations, analyses or other content incorporated into or produced by such products are (or are perceived to be) deficient, biased or inaccurate, we could be subject to competitive harm, potential legal liability and brand or reputational harm. Our future success will depend, in part, on our ability to leverage AI responsibly and effectively.
We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our user base, which could materially and adversely affect our business, financial condition and results of operations.
Our business depends, in part, on services provided by, and relationships with, various third parties. For example, we rely on contracts with third-party suppliers such as Cloudflare, Inc. (“Cloudflare”), which provides cloud hosting services. If these contracts and services are terminated or suffer a disruption in the future and we are not able to replace or accommodate for those events in a timely and cost-effective manner, our operations and financial performance, competitive position and business prospects may be adversely impacted.
We are faced with uncertainties related to our research and development.
Our products and services are the subject of continuous research and development and must be continually and substantially developed in order to gain and maintain competitive and technological advantage, and in order to meaningfully improve the usability, scalability and accuracy of our products and services. There are no guarantees that we will be able to undertake such research and development successfully or cost effectively. Failure to successfully undertake such research and development, anticipate technical problems, or estimate research and development costs or timeframes accurately may adversely affect our results and viability.
| 10 |
We may be unable to execute our business plans or maintain high levels of service and customer satisfaction, which may adversely affect our business, operating results or financial condition.
To continue to grow our business, it is important that existing customers renew their subscriptions when existing contracts expire and that we expand our relationships with existing customers. Customers have no obligation to renew their subscriptions and may decide not to renew their subscriptions with a similar contract period, at the same prices and terms, or at all. In the past, some of our customers have elected not to continue to use our services. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect client retention, our reputation, our ability to sell our applications to existing and prospective clients, and, as a result, our business, operating results or financial condition. Our ability to retain customers and expand deployments with them may decline or fluctuate as a result of a number of factors, including customer satisfaction, functionality, reliability, customer support, prices, competitor prices, customer experience, new feature releases and overall performance of our technology.
Further, our solutions are inherently complex and may in the future contain, or develop, undetected defects or errors. Any defects in our platform could adversely affect our reputation, impair our ability to sell our applications in the future and result in significant costs to us. The costs incurred in correcting any platform defects may be substantial and could adversely affect our business, operating results or financial condition.
Our growth strategy is largely dependent upon increasing the number of customers that use our technology. As we seek to increase our sales, we may face upfront sales costs and longer sales cycles, higher customer acquisition costs, more complex customer requirements and volume discount requirements. We may also be required to enter into customized contractual arrangements with certain customers, particularly large enterprises, pursuant to which we are required to offer more favorable pricing terms in exchange for larger total contract values that accompany large deployments. As we continue to expand our sales efforts, we will need to continue to increase investment in sales and marketing. There is no assurance that such investments will succeed and contribute to additional customer acquisition, and in turn result in revenue growth.
There can be no assurance that we will successfully commercialize our technology or our products and services or that existing product markets will continue to grow or that new markets will develop. If we are unable to increase sales to customers, our business, financial condition, operations and overall financial performance may suffer.
We will face additional risks as we offer new products and services, transact with a broader array of clients and counterparties, and expose ourselves to new geographical markets.
We are committed to providing new products and services in order to strengthen our market position in the industries that we operate in. We expect to expand our product and service offerings as permitted by relevant regulatory authorities, transact with new clients not in our traditional client base, and enter into new markets. If we are unable to achieve the expected results with respect to our offering of new products and services, our new client base, and in new geographical markets, our business, financial condition, and results of operations could be materially and adversely affected.
We may not be able to successfully identify, consummate or integrate acquisitions, and acquisitions may adversely affect our financial leverage.
Part of our business strategy may, from time to time, include pursuing synergistic acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly seeking suitable acquisition targets to enhance our growth. We may fund such acquisitions using cash on hand, accessing the capital markets or through mutual set-off arrangements. To the extent we finance such acquisitions with debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage.
Further, the pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even if we are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions.
Additionally, even if we are able to acquire suitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses and personnel, as the case may be, in an efficient and effective manner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For example, elimination of duplicative costs may not be fully achieved or may take longer than anticipated. The benefits from any acquisition may be offset by the costs incurred in integrating the businesses and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed. An inability to realize any or all of the anticipated synergies or other benefits of an acquisition as well as any delays that may be encountered in the integration process, which may delay the timing of such synergies or other benefits, could have an adverse effect on our business, results of operations and financial condition.
Real or perceived errors, failures, vulnerabilities, or bugs in our technology could harm our business, results of operations, financial condition, and our reputation could be harmed.
We will need to ensure that our technology continues to be developed, updated and enhanced to add new features. The success of any enhancement or new feature depends on several factors, including our understanding of market demand, timely execution, successful introduction or integration and market acceptance. We may not successfully develop new content and features or enhance our technology to meet customer needs or demands. In addition, new content and features or enhancements may not achieve adequate acceptance in the market.
| 11 |
Errors, failures, vulnerabilities or bugs may occur in our technology, particularly when updates are deployed or new features or enhancements are rolled out. In addition, utilization of our technology in complicated, large-scale customer environments may expose errors, failures, vulnerabilities or bugs. Any such errors, failures, vulnerabilities or bugs may not be identified until after updates are deployed or new features or enhancements are rolled out. As a provider of technology solutions, our brand and reputation are particularly sensitive to such errors, failures, vulnerabilities or bugs given that our customers’ proprietary information will be available through the technology. Any unauthorized access to customers’ proprietary information by third parties or loss in customer data could expose us to significant liability.
Real or perceived errors, failures, vulnerabilities or bugs in our technology could result in negative publicity, loss of competitive position, loss of customer data, loss of or delay in market acceptance or claims for losses suffered or incurred by customers, all of which could adversely impact our business and our future operations and financial performance, competitive position and business prospects.
If there are interruptions or performance problems associated with the technology or infrastructure used to operate our technology, customers may experience service outages, other organizations may be reluctant to use our technology, and our reputation could be harmed.
Our technology is hosted through data centers provided by Cloudflare, a provider of cloud infrastructure services. Our operations therefore depend on the virtual cloud infrastructure hosted by Cloudflare as well as the information stored in these virtual data centers and which third-party Internet service providers transmit. Any incident affecting Cloudflare’s infrastructure could negatively affect the availability, functionality or reliability of our technology. A prolonged Cloudflare service disruption affecting our technology, or Cloudflare no longer being willing to offer its cloud infrastructure services, for example, could damage our reputation, expose us to liability, cause us to lose customers or otherwise adversely impact our business.
While our agreement with Cloudflare is ongoing for an indefinite term and may be terminated by us for any reason upon the delivery of adequate notice, or by either party if the other party is in material breach of the agreement and such agreement remains uncured for a period of 30 days, Cloudflare may also terminate our agreement at its sole discretion at any time, with or without notice for any reason or no reason at all. Cloudflare may also change or discontinue any of its virtual cloud infrastructure services from time to time, temporarily suspend our right to access or use any portion of the virtual cloud infrastructure, and may modify our agreement at any time upon requisite notice to us. While alternative cloud infrastructure services are available, we may incur significant costs and delays if we are required to transition to a new service provider, and alternative cloud infrastructure providers may provide services on terms less favorable to those offered by Cloudflare.
We face cybersecurity risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.
Our information systems and data, including those we maintain with our third-party service providers, may be subject to cybersecurity breaches in the future. Computer programmers and hackers may be able to penetrate our network security and misappropriate, copy or pirate our confidential information or that of third parties, create system disruptions or cause interruptions or shutdowns of our internal systems and services. Our technology may become subject to denial-of-service attacks, where a website is bombarded with information requests eventually causing the website to overload, resulting in a delay or disruption of service. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. Certain of our employees have access to sensitive information about our clients’ employees. While we conduct background checks of our employees and limit access to systems and data, it is possible that one or more of these individuals may circumvent these controls, resulting in a security breach.
There is also a growing trend of advanced persistent threats being launched by organized and coordinated groups against corporate networks to breach security for malicious purposes.
| 12 |
The techniques used to obtain unauthorized, improper, or illegal access to our systems, our data or customers’ data, disable or degrade service, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched. Although we have developed systems and processes designed to protect our data and customer data and to prevent data loss and other security breaches and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security. Any actual or perceived breach of our security could damage our reputation, cause existing clients to discontinue the use of our solution, prevent us from attracting new clients, or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition.
Disruptions in the availability of our technology, through cyber-attacks or otherwise, could damage our computer or telecommunications systems, impact our ability to service our customers, adversely affect our operations and the results of operations, and have an adverse effect on our reputation. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution and other critical functions. We may also be subject regulatory penalties and litigation by customers and other parties whose information has been compromised, all of which could have a material adverse effect on our business, results of operations and cash flows.
If we are unable to attract new users and organizations, our revenue growth and profitability will be harmed.
Our ability to broaden our customer base and achieve broader market acceptance of our technology will depend to a significant extent on the ability of our sales and marketing team to drive our sales pipeline and cultivate relationships to drive revenue growth.
We have invested in, and plan to continue, expanding our sales and marketing activities. Identifying, recruiting, and training sales personnel will require significant time, expense, and attention. We also plan to dedicate significant resources to sales and marketing programs. If we are unable to hire, develop, and retain talented sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to broaden our customer base and achieve broader market acceptance of our technology could be harmed. In addition, the investments we make in our sales and marketing team will occur in advance of experiencing benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating resources in these areas.
If we fail to offer a high-quality customer experience, our business and reputation will suffer.
Our business model is based on recurring revenue arising from customers. A poor user experience may not necessarily be anticipated but may affect the growth of customer numbers and repeat purchases or ongoing contracts for the use of our software services. Factors that may contribute to poor customer experience include:
| ● | ease of setting up and commencing use of the products offered; | |
| ● | simplicity, functionality and reliability of customer usage; and | |
| ● | quality of services provided. |
Poor user experiences may result in a decline in the level of usage of our products, the loss of customers, adverse publicity, litigation and regulatory investigations. If any of these occur, it may adversely impact our operations and financial performance, position and prospects.
Any inability to deal with and manage our development and growth could have a material adverse effect on our business, operations, financial performance and business prospects.
Achievement of our objectives will largely depend on the ability of the board of directors and management to successfully implement our development and growth strategy. However, there can be no assurance that our board of directors and management will successfully implement our development and growth strategy. Failure by our board of directors and management to properly implement and manage the strategic direction of the Company and our business would adversely affect our financial performance.
| 13 |
As we target rapid sales growth, this may bring challenges in recruiting sufficient qualified personnel to manage growth and maintain the desired quality of service and support. If any of the foregoing inabilities or challenges occurs, our business may be adversely impacted.
Failure to set optimal prices for our products could adversely impact our business, results of operations and financial condition.
We derive substantially all of our revenue from license subscription fees earned from customers using our technology as well as from advertising fees earned from customers publishing their content on our digital property network. We also offer tiered, volume-based discounts to our largest customers and in some cases, customers are contracted to some level of minimum revenue commitment. If competitors introduce new products or services at prices that are more competitive than ours for similar products and services, we may be unable to attract new customers or retain existing customers based on our historical pricing. Further, as we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally. As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, results of operations and financial condition.
We cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.
We have developed a diversified revenue model and plan to explore additional opportunities to monetize our customer base and technology by, for example, promoting additional value-added services to end users to generate more subscription fees. If these efforts fail to achieve our anticipated results, we may not be able to increase or maintain our revenue growth. Specifically, in order to increase the number of our customers and end users and their levels of spending, we will need to address a number of challenges, including providing consistent quality products and services; continuing to innovate and stay ahead of our competitors; and improving the effectiveness and efficiency of our sales and marketing efforts. If we fail to address any of these challenges, we may not be successful in increasing the number of our customers and end users and their expenditures with us, which could have a material adverse impact on our business, financial condition and results of operations.
We have been reliant on government subsidies and research and development grants in the past and we cannot ensure that our existing capital will be sufficient to meet our capital requirements.
To date, a substantial portion of our operations has been funded through government research and development (R&D) grants. For the year ended June 30, 2025, such grants represented 29.5% of our total income, compared to 1.0% for the year ended June 30, 2024. Total income comprises revenue, other income and the portion of grants applied as a reduction to the carrying amount of capitalized development costs. Total income for the year ended June 30, 2025, included R&D grants relating to both fiscal years 2025 and 2024. The grants represented 12.6% and 16.9% of total income for the fiscal years ended June 30, 2025, and 2024 respectively.
We expect future revenues to be generated primarily through license subscription fees from our customer base, as well as through the acquisition of additional online directories and databases, which will expand our network of business profiles and increase opportunities for advertising revenue growth.
We believe that our existing capital and other sources of liquidity will be sufficient to meet our capital requirements, however, the adequacy of our available funds to meet our operating and capital requirements will depend on many factors, including our ability to achieve revenue growth and maintain favorable operating margins; the cost, progress and results of our future research and product development; the effect of competing technological and market developments; and costs incurred in enforcing and defending certain of the patents and other intellectual property rights upon which our technologies are based, to the extent such rights are challenged.
We cannot be certain that in the future alternative financing sources, including previously received government subsidies and research and development grants, will be available to us at such times or in the amounts we need or whether we can negotiate commercially reasonable terms or at all, or that our actual cash requirements will not be greater than anticipated. If we are unable to obtain future financing through the methods we described above or through other means, our business may be materially impaired and we may be unable to complete our business objectives and may be required to cease operations, curtail one or more product development or commercialization programs, significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all our assets. Additionally, though we have engaged qualified external consultants to assist us with the preparation of our grant applications, our government subsidies remain subject to review and potential audits, and we may be required to repay all or portion of the grant with penalties, as applicable, if we are deemed ineligible for such subsidies following such audits.
| 14 |
If we are not able to maintain and enhance our brand and increase market awareness of our company and products, our business, results of operations and financial condition may be adversely affected.
We believe that maintaining and enhancing the “Locafy” brand identity and increasing market awareness of our company and products, is critical to achieving widespread acceptance of our platform, to strengthen our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand will depend largely on our continued marketing efforts, our ability to continue to offer high quality products, and our ability to successfully differentiate our products and platform from competing products and services. Our brand promotion activities may not be successful or yield increased revenue.
Negative publicity about us, our products or our platform could materially and adversely impact our ability to attract and retain customers, our business, results of operations and financial condition.
The promotion of our brand also requires us to make substantial expenditures, and we anticipate that these expenditures will increase as our market becomes more competitive and as we expand into new markets. To the extent that these activities increase revenue, this revenue may not be enough to offset the increased expenses we incurred. If we do not successfully maintain and enhance our brand, our business may not grow, our pricing power may be reduced relative to our competitors and we may lose customers, all of which would adversely affect our business, results of operations and financial condition.
Compliance with the rapidly evolving landscape of global data privacy and security laws may be challenging, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the processing of personal data, could damage our reputation and deter current and potential customers and end users from using our platform and products and services or subject us to significant compliance costs or penalties, which could materially and adversely affect our business, financial condition and results of operations.
Failure to comply with the increasing number of data protection laws in the jurisdictions in which we operate, as well as concerns about our practices with regard to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data, the security of personal data, or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, including concerns from our customers, employees and third parties with whom we conduct business, even if unfounded, could damage our reputation and operating results. As we seek to expand our business, we are, and may increasingly become, subject to various laws, regulations and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The regulatory and legal frameworks regarding data privacy and security issues in many jurisdictions are constantly evolving and developing and can be subject to significant changes from time to time, including in ways that may result in conflicting requirements among various jurisdictions. Interpretation and implementation standards and enforcement practices are similarly in a state of flux and are likely to remain uncertain for the foreseeable future. As a result, we may not be able to comprehensively assess the scope and extent of our compliance responsibility at a global level and we may fail to fully comply with the applicable data privacy and security laws, regulations and standards. Moreover, these laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material and adverse impact on our business, financial condition and results of operations.
In certain jurisdictions in which we operate, stringent, extra-territorial data protection laws exist which increase our compliance burden and the risk of scrutiny. For example, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), which applies to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data obtained from individuals located in the European Union (“EU”) and in the United Kingdom (“UK”) or by businesses operating within the EU or the UK, became effective on May 25, 2018 and has resulted, and will continue to result, in significantly greater compliance burdens and costs for companies with customers, end users, or operations in the EU. The GDPR, which in post-Brexit UK is known as the “UK GDPR,” places stringent obligations and operational requirements on us as both a processor and controller of personal data and could make it more difficult or more costly for us to use and share personal data. Under the GDPR, data protection supervisory authorities are given various enforcement powers, including levying fines of up to 20 million Euros or up to 4% of an organization’s annual worldwide turnover, whichever is greater, for the preceding financial year, for non-compliance. Data subjects also have the right to be compensated for damages suffered as a result of a controller or processor’s non-compliance with the GDPR. While the GDPR provides a more harmonized approach to data protection regulation across the EU member states and the UK, it also gives EU member states and the UK certain areas of discretion and therefore laws and regulations in relation to certain data processing activities may differ on a member state by member state basis, which could further limit our ability to use and share personal data and could require localized changes to our operating model.
| 15 |
Under the GDPR, restrictions are placed on transfers of personal data outside of the European Economic Area and the UK to countries which have not been deemed “adequate” by the European Commission (including the United States). As a global business, with customers and end users worldwide, we are susceptible to any changes in legal requirements affecting international data flows. On July 10, 2023, the European Commission adopted its adequacy decision for the new EU-US Data Privacy Framework following the invalidation of its predecessor, the EU-US Privacy Shield. This decision re-established a previously popular mechanism to legitimize cross-border transfers of personal data between the EU and the U.S. The new Data Privacy Framework was immediately challenged in the EU courts, just as Privacy Shield was. On September 3, 2025, the General Court of the EU dismissed an action for annulment against the Data Privacy Framework, thereby upholding the framework’s validity. However, it is unclear whether the Framework will continue to survive future challenges and judicial review. While the invalidation of Privacy Shield did not invalidate the use of standard contractual clauses, a second mechanism for making lawful cross-border transfers, the decision has called the validity of standard contractual clauses into question under certain circumstances. In response, the European Data Protection Board and the UK Information Commissioner’s Office recently published new versions of the standard contractual clauses that purport to address the CJEU’s decision. Taken together, these recent legal developments have made the legality of transferring personal data from the EU to the U.S. or various other jurisdictions outside of the EU more uncertain. Due to this evolving regulatory guidance, we may need to invest in additional technical, legal and organization safeguards in the future to avoid disruptions to data flows within our business and to and from our customers and service providers. Furthermore, this uncertainty, and its eventual resolution, may increase our costs of compliance, impede our ability to transfer data and conduct our business, and harm our business or results of operations.
Our business also increasingly relies on artificial intelligence to improve our platform, services, and features. However, in recent years use of these methods has come under increased regulatory scrutiny. New laws, guidance and/or decisions in this area may limit our ability to use artificial intelligence, or require us to make changes to our platform or operations that may decrease our operational efficiency, result in an increase to operating costs and/or hinder our ability to improve our services. For example, there are specific rules on the use of automated decision making under the applicable UK/EU data protection laws that require the existence of automated decision making to be disclosed to the data subject with a meaningful explanation of the logic used in such decision making in certain circumstances, and safeguards must be implemented to safeguard individual rights, including the right to obtain human intervention and to contest any decision.
In the EU, the EU Artificial Intelligence Act (“EU AI Act”) entered into force across all Member States in August 2024, establishing a comprehensive, risk-based governance framework for artificial intelligence in the EU market. The EU AI Act applies to companies that develop, use and/or provide artificial intelligence in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover. The EU AI Act will continue to have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
The EU Data Act, which took effect in September 2025, establishes rules and general conditions for data sharing between businesses and imposes measures to boost fairness and competition in the European cloud market. Additionally, the EU Data Act safeguards companies from unfair contractual terms related to data sharing imposed by dominant market players. Compliance may require us to implement new data management protocols, technological development and changes related to our review contractual practices, potentially increasing operational costs.
Outside of the EU and UK, many jurisdictions have adopted or are adopting new data privacy and security laws, which may result in additional expenses to us and increase the risk of non-compliance. For example, in the United States, various federal and state regulators, including governmental agencies like the Federal Trade Commission, have adopted, or are considering adopting, laws and regulations concerning personal data and data security. This patchwork of legislation and regulation may give rise to conflicts or differing views of personal privacy rights. For example, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal data than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. One such comprehensive privacy law in the United States is the California Consumer Privacy Act (“CCPA”), which came into effect on January 1, 2020. Among other things, the CCPA requires companies that process information of California residents to make new detailed disclosures to consumers about such companies’ data collection, use and sharing practices, gives California residents expanded rights to access and delete their personal information, and to opt out of certain personal information sharing with (and sales of personal information to) third parties. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal data. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. The CCPA was amended in September 2018, November 2019 and September 2020, and it is possible that further amendments will be enacted, but even in its current form it remains unclear how various provisions of the CCPA will be interpreted and enforced. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), which took take effect in most material respects on January 1, 2023, modifies the California Consumer Privacy Act significantly, including by expanding consumers’ rights with respect to certain sensitive personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Other state privacy laws with similarities to the CCPA, such as the Colorado Privacy Act, the Connecticut Data Privacy Act, the Iowa Consumer Data Protection Act, the Oregon Consumer Data Privacy Act, the Montana Consumer Data Privacy Law, the Utah Consumer Privacy Act, the Virginia Consumer Data Privacy Act, the Tennessee Information Protection Act, and the Texas Data Privacy and Security Act came into force in 2023, 2024 and 2025. Other states, like Indiana, have recently passed their own general consumer privacy laws, which will come into force later in 2026, and there have been ongoing discussions and proposals in the U.S. Congress with respect to new federal data privacy and security laws to which we would become subject if enacted. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, divert resources from other initiatives and projects, and could restrict the way products and services involving data are offered, all of which may have a material and adverse impact on our business, financial condition and results of operations.
Similar to the EU, AI is the subject of evolving review by various governmental and regulatory agencies in the United States, and changes in laws and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI and our ability to provide and to improve our solutions and services, may require additional compliance measures and changes to our operations and processes, and may result in increased compliance costs and potential increases in civil claims against us. For example, in March 2024, Utah enacted the Artificial Intelligence Policy Act, which imposes certain disclosure obligations and consumer protection responsibilities on companies that use generative AI. In May 2024, Colorado enacted the Colorado AI Act, which creates duties for developers and for those that deploy AI with a specific focus on preventing bias and discrimination. In September 2024, California enacted the California AI Transparency Act, which imposes transparency obligations on companies that develop or substantially modify AI models. Most recently, in June 2025, Texas enacted the Texas Responsible AI Governance Act, which prohibits the development and deployment of AI systems for certain purposes.
| 16 |
In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards. We expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws, regulations, standards and other obligations may require us to incur additional costs and restrict our business operations. For example, there is an increasing trend of jurisdictions requiring data localization, which may prohibit companies from storing data relating to resident individuals in data centers outside the relevant jurisdiction or, at a minimum, require a complete set of the data to be stored in data centers within the relevant jurisdiction. Because the interpretation and application of laws, regulations, standards and other obligations relating to data privacy and security are still uncertain, it is possible that these laws, regulations, standards and other obligations may be interpreted and applied in a manner that is inconsistent with our data processing practices and policies or the features of our products and services. If so, in addition to the possibility of fines, lawsuits, regulatory investigations, public censure, other claims and penalties, and significant costs for remediation and damage to our reputation, we could be materially and adversely affected if legislation or regulations are expanded to require changes in our data processing practices and policies or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively impact our business, financial condition and results of operations. Furthermore, the developing requirements relating to clear and prominent privacy notices (including in the context of obtaining informed and specific consents to the collection and processing of personal data, where applicable) may potentially deter end users from consenting to certain uses of their personal data. In general, negative publicity of us or our industry regarding actual or perceived violations of our end users’ privacy-related rights, including fines and enforcement actions against us or other similarly placed businesses, also may impair users’ trust in our privacy practices and make them reluctant to give their consent to share their data with us. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations.
With regard to our commercial arrangements, we and our counterparties, including business partners and external service providers, might be subject to contractual obligations regarding the processing of personal data. While we believe our and our counterparties’ conduct under these agreements is in material compliance with all applicable laws, regulations, standards, certifications and orders relating to data privacy or security, we or our counterparties may fail, or be alleged to have failed, to be in full compliance. In the event that our acts or omissions result in alleged or actual failure to comply with applicable laws, regulations, standards, certifications and orders relating to data privacy or security, we may incur liability. While we endeavor to include indemnification provisions or other protections in such agreements to mitigate liability and losses stemming from our counterparties’ acts or omissions, we may not always be able to negotiate for such protections and, even where we can, there is no guarantee that our counterparties will honor such provisions or that such protections will cover the full scope of our liabilities and losses.
While we strive to comply with our internal data privacy guidelines as well as all applicable data privacy and security laws and regulations, and contractual obligations in respect of personal data, there is no assurance that we are able to comply with these laws, regulations and contractual obligations in all respects. Any failure or perceived failure by us, external service providers or business partners to comply may result in proceedings or actions against us, including fines and penalties or enforcement orders (including orders to cease processing activities) being levied on us by government agencies or proceedings or actions against us by our business partners, customers or end-users, including class action privacy litigation in certain jurisdictions, and could damage our reputation and discourage current and future users from using our products and services, which could materially and adversely affect our business, financial condition and results of operations. In addition, compliance with applicable laws on data privacy requires substantial expenditure and resources, including to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us on a jurisdiction-by-jurisdiction basis, which would impose significant burdens and costs on our operations or may require us to alter our business practices. Concerns about the security of personal data also could lead to a decline in general Internet usage, which could result in a decrease in demand for our products and services and have a material and adverse effect on our business, financial condition and results of operations. Furthermore, if the local government authorities in our target markets require real-name registration for users of our platform, the growth of our customer and end-user bases may slow down and our business, financial condition and results of operations may be adversely affected.
| 17 |
We rely on key personnel and employees with the technical know-how to lead and operate our businesses.
We depend on the expertise, experience and efforts of our executive officers and other key employees. A failure to attract and retain executive, business development, technical and other key personnel could reduce our revenues and operational effectiveness. There is a continuing demand for relevant qualified personnel, and we believe that our future growth and success will depend upon our ability to attract, train and retain such personnel.
Competition for personnel in our industry is intense, and there is a limited number of persons with knowledge of, and experience in, this industry. There can be no assurance that we will maintain sufficiently qualified personnel or hire additional qualified personnel on a timely basis, or that we will be able to retain our key management personnel. An inability to attract or maintain a sufficient number of requisite personnel, particularly those with the requisite technical expertise, could have a material adverse effect on our performance or on our ability to capitalize on market opportunities or meet our stated objectives.
If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights.
We use intellectual property and technology developed in the course of our business. A substantial part of our commercial success will depend on our ability to establish and protect our intellectual property to maintain our software source code.
The commercial value of our intellectual property assets is dependent on any relevant legal protections. These legal mechanisms, however, do not guarantee that the intellectual property will be protected or that our competitive position will be maintained. No assurance can be given that employees or third parties will not, knowingly or unknowingly, breach confidentiality agreements, infringe or misappropriate our intellectual property or commercially sensitive information or that competitors will not be able to produce non-infringing competitive products. Competition in retaining and sustaining protection of technologies and the complex nature of technologies can lead to expensive and lengthy disputes for which there can be no guaranteed outcome. There can be no assurance that any intellectual property which we (or entities we deal with) may have an interest in now or in the future will afford us commercially significant protection of technologies or that any of the projects that may arise from technologies will have commercial applications.
In addition, there can be no assurance that we will implement adequate measures to protect our intellectual property. Failure in the measures implemented to protect our intellectual property may result in an erosion of any potential competitive position. Additionally, securing rights to (or developing) technologies complementing our existing intellectual property will also play an important part in our commercial success. There is no guarantee that such rights can be secured or such technologies can be developed.
| 18 |
Our results of operations may be harmed if we are subject to a protracted infringement claim, a claim that results in a significant damage award, a third-party infringement claim, or a claim that results in an injunction.
There is a risk that the validity, ownership or authorized use of intellectual property relevant to us and our technology may be successfully challenged by third parties or that third parties may assert intellectual property infringement, unfair competition or like claims against us under copyright, trade secret, patent or other laws. If a third party accuses us of infringing on its intellectual property rights or if a third party commences litigation against us for the infringement of intellectual property rights, we may incur significant costs in defending such action, whether or not it ultimately prevails. Typically, intellectual property litigation is expensive and may result in the inability to use the intellectual property in question. While we are not aware of any claims of this nature in relation to any of the intellectual property rights in which we have or will acquire an interest, such claims, if made, may harm, directly or indirectly, our business and operations. Costs that we incur in defending third-party infringement actions may also include diversion of management’s and technical personnel’s time and attention from normal commercial operations.
In addition, parties making claims against us may be able to obtain injunctive or other equitable relief that could prevent us from further using our technology and intellectual property or commercializing our products. In the event of a successful claim of infringement against us, we may be required to pay damages and other costs and obtain one or more licenses from the prevailing third party. If we are not able to obtain these licenses at a reasonable cost, if at all, it could encounter delays in commercializing our products or product introductions and loss of substantial resources while we attempt to develop alternative products. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products and could cause us to incur substantial expense.
Any of these events could adversely impact our business and our future operations and financial performance, position and prospects.
There is substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm has issued an opinion on our consolidated financial statements included in this Annual Report that states that there is substantial doubt in respect of the assumption that we will continue as a going concern. We have incurred substantial operating losses and have used cash in our operating activities for the past few years. As of and for the year ended June 30, 2025, we had a net loss of A$4,314,231 and net cash used in operating activities of A$688,667. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. We also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. There remains substantial doubt about our ability to continue as a going concern for the next twelve months from the date the consolidated financial statements were issued.
To date, we have experienced negative cash flow from development of our technology, as well as from the costs associated with building a sales force to market our product and services. Our ability to achieve or, if achieved, sustain profitability is based on numerous factors, many of which are beyond our control, including the market acceptance of our products, competitive product development and our market penetration and margins. If such factors become significant, we may never be able to generate sufficient revenue to achieve or, if achieved, sustain profitability.
Because of the numerous risks and uncertainties associated with further development and commercialization of our technology and any future tests, we are unable to predict the extent of any future losses or the exact timing of when we will become profitable, if ever. We may never become profitable, and you may never receive a return on an investment in our securities. An investor in our securities must carefully consider the substantial challenges, risks and uncertainties inherent in the development in our industry. We may never develop our technology and our business may fail.
| 19 |
We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
Our independent registered public accounting firm has issued an opinion on our consolidated financial statements included in this Annual Report that states that there is substantial doubt in respect of the assumption that we will continue as a going concern, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for new investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The issuance and sale of additional equity would result in further dilution to our shareholders. One or more new debt financing could subject us to any or all of the following risks:
| ● | default and foreclosure on our assets if our operating revenue is insufficient to repay debt obligations; | |
| ● | acceleration of obligations to repay the indebtedness (or other outstanding indebtedness), even if we make all principal and interest payments when due, if we breach any covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | |
| ● | diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and | |
| ● | creating potential limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate. |
The occurrence of any of these risks could adversely affect our operations or financial condition.
The market for our solutions may be limited if prospective clients demand customized features and functions that we do not offer.
Prospective clients may require customized features and functions unique to their business processes that we do not offer. In order to ensure we meet these requirements, we may devote a significant amount of support and service resources to these prospective clients, increasing the cost and time required to complete sales with no guarantee that these prospective clients will adopt our solution. Further, we may not be successful in implementing any customized features or functions. If prospective clients require customized features or functions that we do not offer, or that would be difficult for them to deploy themselves, the market for our solution will be more limited and our business could be adversely affected.
Because our long-term success depends, in part, on our ability to expand the sales of our products to clients located outside of Australia, our business could be subject to risks associated with international operations.
Our operations are conducted primarily in Australia. An element of our growth strategy is to expand our operations and client base. If we decide to expand our operations into other international markets, it will require significant resources and management attention and may subject us to various regulatory, economic and political risks. Because of our lack of experience with international operations, we cannot ensure that our international expansion efforts will be successful, and the impact of such expansion efforts may adversely affect our business, operating results or financial condition.
| 20 |
As a company primarily based outside of the United States, our business is subject to economic, political, regulatory and other risks associated with international operations.
As a company with substantial operations in Australia, our business is subject to risks associated with conducting business outside the United States. Many of our suppliers are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:
| ● | economic weakness, including inflation, or political instability in particular non-U.S. economies and markets; | |
| ● | differing jurisdictions could present different issues for securing, maintaining or obtaining freedom to operate in such jurisdictions; | |
| ● | potentially reduced protection for intellectual property rights; | |
| ● | difficulties in compliance with different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations; | |
| ● | changes in non-U.S. regulations and customs, tariffs and trade barriers; | |
| ● | changes in non-U.S. currency exchange rates, Australian dollar, U.S. dollar, and currency controls; | |
| ● | changes in a specific country’s or region’s political or economic environment; | |
| ● | trade protection measures, import or export licensing requirements or other restrictive actions by governments; | |
| ● | negative consequences from changes in tax laws; and | |
| ● | business interruptions resulting from geo-political actions, including war and terrorism, health epidemics, or natural disasters including earthquakes, typhoons, floods and fires. |
Risks Relating to the Restatement of the Prior Financial Statements
We have concluded that certain of our previously issued consolidated financial statements for the year ended June 30, 2024, should not be relied upon and have restated certain of our previously issued consolidated financial statements which was time-consuming and expensive and could expose us to additional risks that could have a negative effect on us.
In connection with the preparation of our consolidated financial statements for the half-year ended December 31, 2024, we, in consultation with the Audit Committee of the Board of Directors, concluded that the Prior Financial Statements should no longer be relied upon due to errors in such consolidated financial statements and should be restated to correct the misstatements therein as related to the performance conditions relating to the Tranche 1 rights not being met and the accumulative balance recorded in relation to the employee service rights being reversed through the profit or loss in accordance with IFRS 2 “Share-based Payments”.
We subsequently restated our previously issued audited consolidated financial statements as of and for the fiscal year ended June 30, 2024, included in our Annual Report for the year ended June 30, 2024. The restatement process was time consuming and expensive and could expose us to additional risks that could have a negative effect on us. In particular, we incurred substantial unanticipated expenses and costs, including audit, legal and other professional fees, in connection with the restatement of the Prior Financial Statements and the ongoing remediation of material weaknesses in our internal control over financial reporting. To the extent these steps are not successful, we could be required to incur additional time and expenses. Our management’s attention was also diverted from some aspects of the operation of our business in connection with the restatement of the Prior Financial Statements and these ongoing remediation efforts. In addition, the restatement and related matters could impair our reputation and could cause our counterparties to lose confidence in us. Each of these occurrences could have an adverse effect on our business, results of operations, financial condition and stock price.
| 21 |
The restatement of the Prior Financial Statements may lead to future shareholder litigation.
Lawsuits may be commenced against us and our officers and directors based in part or whole on allegations related to the restatement of the Prior Financial Statements. As with any substantial litigation, we expect to devote significant time, attention and resources to the defense of the litigation, which may have a material adverse effect on us even if the litigation is resolved in a manner favorable to us, and cannot predict when or how the litigation will be resolved or estimate what the potential loss or range of loss would be, if any.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.
Prior to our initial public offering in March 2022, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the years ended June 30, 2024, and 2023, and subsequently in preparing our consolidated financial statements as of and for the years ended June 30, 2025, and 2024, we identified material weaknesses in our internal control over financial reporting. As a result of lacking an effective accounting review process, material adjustments were made to the consolidated financial statements for the fiscal years ended June 30, 2024, and 2023, in order to be in conformity with IFRS Accounting Standards. In connection with these material adjustments, we also identified a significant deficiency relating to insufficient review of non-routine and judgmental transactions and inadequate controls over share-based payment accounting, which led to inadequate controls over financial statement closing process.
These material weaknesses resulted in identified material misstatements to the consolidated financial statements, and the Prior Financial Statements were restated. As a result of these material weaknesses, our management, under the supervision of the Audit Committee and with participation of our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of June 30, 2025.
To remediate our material weaknesses, we expect to incur substantially more additional costs for addressing our material weaknesses and deficiencies. Our remedial measures will include: (a) hiring qualified internal control personnel, including financial and IT personnel, to manage the implementation of internal control policies, procedures and improvement of the internal audit function, system user access, security management and data protection, as applicable; (b) developing and implementing written policies and procedures for accounting and financial reporting that meet the standards applied to public companies listed in the United States; and (c) conducting internal control training to management, key operations personnel and the accounting department, so that management and relevant personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S. securities laws. We have commenced the implementation of several aforementioned remedial measures, which we expect to complete by June 30, 2026. Our ongoing remedial measures include the formal documentation of key Company controls, processes and accounting transactions. The implementation of any or all of these measures, however, still may not fully address the material weaknesses in our internal control over financial reporting. Additionally, as most of our documentation will be prepared internally, we do not expect there to be significant material costs to implement our remedial measures. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.
| 22 |
Any future failure to maintain such internal controls could adversely impact our ability to report our financial results on a timely and accurate basis, which could result in our inability to satisfy our reporting obligations or result in additional material misstatements in our consolidated financial statements. If our consolidated financial statements are not accurate, investors may not have a complete understanding of our operations or may lose confidence in our reported financial information, which could result in a material adverse effect on our business or have a negative effect on the trading price of our ordinary shares.
For as long as we are an “emerging growth company”, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of our initial public offering in March 2022. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.
If we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Risks Related to the ASX Convertible Notes
Our outstanding obligations under the ASX Convertible Notes may adversely affect our cash flow and our ability to operate our business.
As of June 30, 2025, the outstanding balance of our unsecured convertible notes issued in 2015, including accrued and unpaid interest thereon, totaled A$249,100 (the “ASX Convertible Notes”). The ASX Convertible Notes had a maturity date of March 31, 2016 (the “Maturity Date”), have a fixed repayment amount and are not accruing further interest. Pursuant to the ASX Convertible Notes, we are obligated to redeem each ASX Convertible Note that has not been redeemed, converted or is the subject of a conversion notice on the earlier of (i) the Maturity Date and (ii) the date of receipt by us of a written notice from a holder of the ASX Convertible Notes that an Event of Default (as defined in the ASX Convertible Notes) has occurred, in each case of (i) and (ii), by paying to the holder of the ASX Convertible Notes an amount equal to the applicable Maturity Redemption Value (as defined in the ASX Convertible Notes). The ASX Convertible Notes automatically convert to equity upon an ASX listing, however, as we are now listed on Nasdaq, we are unlikely to pursue an ASX listing. Accordingly, and pursuant to the terms of the ASX Convertible Notes, the ASX Convertible Notes can only be redeemed in cash at their face value plus interest. Pursuant to the ASX Convertible Notes, an event of default occurs when we (i) are in or may be deemed within the meaning of any applicable law to be, insolvent or unable to pay our debts; or (ii) are in default in the due performance of any undertaking, condition or obligation on our part to be performed in accordance with the ASX Convertible Notes or such deed and has not rectified such default within 20 business days of being requested to do so in writing by a holder of the ASX Convertible Notes. As we have not redeemed the full amount under the ASX Convertible Notes at the Maturity Date, such failure constitutes an Event of Default pursuant to the terms of the ASX Convertible Notes. We are currently working to pay off our outstanding obligations under the ASX Convertible Notes, however, there can be no assurances that we will be able to do so. As of the date of this Annual Report, there is no outstanding demand letter to us by any noteholder of the ASX Convertible Notes demanding repayment. We are also unlikely to repay our outstanding obligations under the ASX Convertible Notes to a noteholder of the ASX Convertible Notes that is no longer in existence and that has since been deregistered as a corporation in Australia. As of June 30, 2025, we have sufficient cash to repay the ASX Convertible Notes in full, excluding the aggregate of A$130,000 payable to the aforementioned deregistered and defunct noteholder, as this is unlikely to be paid.
Our ability to meet our expenses and debt obligations, including with respect to ASX Convertible Notes, will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. We will be unable to control many of these factors, such as economic conditions. We cannot be certain that we will continue to have sufficient capital to allow us to pay the principal and interest on the outstanding ASX Convertible Notes and to meet any other obligations. If we do not have sufficient funds to service our debt, including ASX Convertible Notes, we may be required, but unable to refinance all or part of our existing debt, sell assets, borrow money, or raise equity on terms acceptable to us, if at all, and therefore there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is further disclosed in this Annual Report on Form 20-F and in the Report of Independent Registered Public Accounting Firm and the notes to the consolidated financial statements, in line with the disclosure requirements pursuant to IAS 1.25.
Risks Related to Our Securities
The market price of our securities may be volatile, which could result in substantial losses.
Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our securities to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our securities to fluctuate include:
| ● | price and volume fluctuations in the global stock markets from time to time; | |
| ● | changes in operating performance and stock market valuations of other companies in our industry; | |
| ● | sales of our ordinary shares by us or any significant shareholder; | |
| ● | failure of securities analysts and credit rating agencies to initiate or maintain coverage of us, changes in financial estimates by securities analysts and credit rating agencies who follow us, or our failure to meet these estimates or the expectations of investors; | |
| ● | the financial projections we may provide to the public (in the event we decide to provide any such projections), any changes in those projections or our failure to meet those projections; | |
| ● | rumors and market speculation involving us or other companies in our industry; | |
| ● | actual or anticipated changes in our results of operations or fluctuations in our results of operations; | |
| ● | litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; | |
| ● | announced or completed acquisitions of businesses or technologies by us or our competitors; |
| 23 |
| ● | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; | |
| ● | changes in tax laws and regulations as well as accounting standards, policies, guidelines, interpretations or principles; | |
| ● | any significant change in our management team; | |
| ● | general economic conditions and slow or negative growth of our markets; and | |
| ● | other risk factors described in this section of this Annual Report. |
In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our securities. Hence, the market price of our securities could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our securities regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management’s attention and resources could be diverted and it could harm our business, operating results and financial condition.
The requirements of being a U.S. public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
Our ordinary shares and warrants are listed on Nasdaq. As a U.S. public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, we are subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), which imposes significant compliance obligations upon us. We are also required to ensure that we have the ability to prepare financial statements that are fully compliant with all applicable reporting requirements on a timely basis. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual reports with respect to our business and operating results. Sarbanes-Oxley, as well as rules subsequently implemented by the Securities and Exchange Commission (the “SEC”) and Nasdaq, have imposed increased regulation and disclosure and require enhanced corporate governance practices of public companies. Our efforts to comply with evolving corporate governance laws, regulations and standards are likely to result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. These changes will require a significant commitment of additional resources. We may need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.
We may not be successful in implementing these requirements and implementing them could materially adversely affect our business. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigations by regulatory authorities, such as the SEC or Nasdaq. Any such action could harm our reputation and the confidence of investors, customers and other third parties with whom we do business and could materially adversely affect our business and cause the trading price of our ordinary shares to fall.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Being a U.S. public company and adhering to these new rules and regulations makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our Audit and Risk Committee, and qualified executive officers.
| 24 |
We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders.
As a “foreign private issuer,” we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We will also have four months after the end of each fiscal year to file our annual reports with the SEC and will not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the insider reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act. Accordingly, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell their ordinary shares, as the reporting deadlines under the corresponding Australian insider reporting requirements are not applicable. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.S. domestic companies.
In addition, as a foreign private issuer, we have the option to follow certain Australian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Australian practices we follow instead. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all domestic U.S. corporate governance requirements.
We may lose our “foreign private issuer” status in the future, which could result in additional costs and expenses to us.
We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. We may in the future lose foreign private issuer status if a majority of our ordinary shares are held in the United States and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (i) a majority of our directors or executive officers are U.S. citizens or residents; (ii) a majority of our assets are located in the United States; or (iii) our business is administered principally in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer would be significantly more than the costs incurred as an Australian foreign private issuer.
In June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of an FPI. The concept release was open for public comment until September 8, 2025. This release is the first review of the FPI framework since 2008, and the SEC is considering revisions that could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting requirements afforded to FPIs. In particular, the SEC is evaluating if the current FPI definition, which provides certain regulatory accommodations, is still appropriate given that many FPIs are now incorporated in jurisdictions with less stringent disclosure requirements and primarily trade on U.S. exchanges. The concept release outlines several potential approaches to revising the FPI definition, including updating existing eligibility criteria, adding foreign trading volume requirements and incorporating an assessment of foreign regulation.
If we lose FPI status, as a result of changes in our ownership structure or operations, or as a result of changes in the definition of FPIs as a result of the SEC’s concept release, we would be required to comply with the Exchange Act reporting, such as filing periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer.
We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our ordinary shares less attractive to investors.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act. For as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of our initial public offering in March 2022, however, our status would change more quickly if we have more than $1.235 billion in annual revenue, if the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of June 30 of any year, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that period.
| 25 |
Investors could find our ordinary shares less attractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our ordinary shares and our share price may be more volatile.
There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.
Our management, including our chief executive officer and chief financial officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
In addition, discovery and disclosure of a material weakness, including the material weaknesses identified in our internal control over financial reporting as of June 30, 2025, by definition, could have a material adverse impact on our consolidated financial statements. Such an occurrence could discourage certain customers from doing business with us and adversely affect how our shares trades. This could in turn negatively affect our ability to access equity markets for capital. See also “—Risks Relating to the Restatement of the Prior Financial Statements— If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.”
Substantial future sales of our ordinary shares, or the perception that these sales could occur, may cause the price of our ordinary shares to drop significantly, even if our business is performing well.
A large volume of sales of our ordinary shares, or securities convertible into or exercisable or exchangeable for our ordinary shares, into the public market, including shares of our ordinary shares issued upon exercise of options or warrants, could decrease the prevailing market price of our ordinary shares and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of our ordinary shares or warrants does not occur, the mere perception of the possibility of these sales could depress the market price of our ordinary shares or warrants and have a negative effect on our ability to raise capital in the future.
We do not anticipate paying cash dividends and, accordingly, shareholders must rely on share appreciation for any return on their investment.
We have never paid any dividends on our ordinary shares. We currently intend to retain our future earnings, if any, to fund the development and growth of our businesses and do not anticipate that we will declare or pay any cash dividends on our ordinary shares in the foreseeable future. As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest in our ordinary shares.
| 26 |
Our failure to meet the continued listing requirements Nasdaq could result in a delisting of our securities.
We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our ordinary shares on Nasdaq. For instance, (i) on June 30, 2022, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our ordinary shares for the 30 consecutive business day period, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2), (ii) on March 21, 2023, we received a letter from the Listing Qualifications Department of Nasdaq indicating that indicating that we did not meet the minimum of $2.5 million in shareholders’ equity required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(1) or the alternative compliance standards relating to the market value of listed securities or net income from continuing operations, and (iii) on July 1, 2025, we received a letter from the Staff of the Nasdaq Stock Market indicating that we no longer met the periodic filing requirement pursuant to Nasdaq Listing Rule 5250(c)(2) as we has not yet filed a Form 6-K containing an interim balance sheet and income statement as of the end of its second quarter ended December 31, 2024. Each such aforementioned matter is now closed.
If in the future, we fail to satisfy the continued listing requirements of Nasdaq, such as the minimum stockholders’ equity requirement or minimum bid price requirements, Nasdaq may take steps to delist our ordinary shares. Such a delisting would have a negative effect on the price of our ordinary shares, impair the ability to sell or purchase our ordinary shares when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and analyst coverage of us. Delisting could also result in a determination that our ordinary shares are a “penny stock,” which would require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary market for our ordinary shares. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our ordinary shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
We are governed by the corporate laws of Australia, which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control.
We are governed by the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) and other relevant laws, which may affect the rights of shareholders differently from those of a company governed by the laws of a U.S. jurisdiction, and may, together with our Constitution (“Constitution”), have the effect of delaying, deferring or discouraging another party from acquiring control of the Company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.
Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.
As an Australian company, we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our Constitution, as well as the Corporations Act, sets forth various rights and obligations that apply to us as an Australian company and which may not apply to a U.S. corporation. These requirements may operate differently than those of many U.S. companies. You should carefully review the summary of these matters set forth under “Item 10. Additional Information—B. Memorandum and Articles of Association” as well as our Constitution, which is included as an exhibit to this Annual Report, prior to investing in our securities.
U.S. civil liabilities may not be enforceable against us, our directors, our officers or certain experts named in this Annual Report.
We are governed by the Corporations Act and our principal place of business is in Australia. All of our directors and officers, as well as certain experts named herein, reside outside of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us and such directors, officers and experts or to enforce judgments obtained against us or such persons, in U.S. courts, in any action, including actions predicated upon the civil liability provisions of U.S. federal securities laws or any other laws of the United States. Additionally, rights predicated solely upon civil liability provisions of U.S. federal securities laws or any other laws of the United States may not be enforceable in original actions, or actions to enforce judgments obtained in U.S. courts, brought in Australian courts, including courts in the State of Western Australia. In addition, as a company incorporated in Australia, the provisions of the Corporations Act regulate the circumstances in which shareholder derivative actions may be commenced which may be different, and in many ways less permissive, than for companies incorporated in the United States.
| 27 |
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
The trading market for our ordinary shares will depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We cannot assure you that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our ordinary shares, our share price would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
U.S. holders of our securities may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
While we do not believe we are a passive foreign investment company (“PFIC”), the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules that are subject to differing interpretations. If we are a PFIC for any taxable year during which a U.S. Holder (as defined under “Item 10. Additional Information–E. Taxation–Material U.S. Federal Income Tax Considerations”) holds our ordinary shares and warrants, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read “Item 10. Additional Information–E. Taxation–Material U.S. Federal Income Tax Considerations for United States Holders” for more information and consult their own tax advisors regarding the likelihood and consequences if we are treated as a PFIC for U.S. federal income tax purposes.
Insiders have substantial control over us which could delay or prevent a change in corporate control or result in the entrenchment of management or the board of directors.
As of June 30, 2025, our directors and executive officers, together with their affiliates and related persons, will beneficially own, in the aggregate, approximately 20.8% of our outstanding ordinary shares. As a result, these shareholders, if acting together, may have the ability to determine the outcome of matters submitted to our shareholders for approval, including the election and removal of directors and any merger, or sale of all or substantially all of our assets. In addition, these persons, acting together, may have the ability to control our management and affairs. Accordingly, this concentration of ownership may harm the market price of our ordinary shares by:
| ● | delaying, deferring, or preventing a change in control; | |
| ● | entrenching our management or the board of directors; | |
| ● | impeding a merger, takeover, or other business combination involving us; or | |
| ● | discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. |
| 28 |
| ITEM 4. | INFORMATION ON THE COMPANY |
A. History and Development of the Company
We were incorporated on April 23, 2009 in Australia under the name Gumiyo Australia Pty Ltd. On January 14, 2021, we changed our name to Locafy Limited. Our principal executive offices are located at 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia and our telephone number is +61 409 999 339. On March 25, 2022, we completed our initial public offering in the United States. Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively. Our website address is www.locafy.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report. We have included our website address in this Annual Report solely as an inactive textual reference.
The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders.
B. Business Overview
Overview
We are an Australian company currently focused on commercializing our Software as a Service (“SaaS”) online marketing technology (“Technology”), which primarily delivers a cost-effective location-based digital marketing solution for small businesses in our key target markets of USA, Australia and Canada. Our Technology stack and product solution incorporates three key elements:
| ● | Business Listing syndication to generate wider online search prominence; | |
| ● | Landing Pages optimized for both traditional search and AI search; and | |
| ● | Map Boosting technology that increases visibility in Google’s Local Pack search results. |
Our Business Listing syndication solution enables a business owner to publish business listing content to multiple directories, search engines, voice assistants, maps, apps and social media platforms, relevant to the market they operate. Our Technology can publish that same business listing content on Search Engine Optimized (“SEO”) Landing Pages hosted and managed by ourselves. Clients can also add and edit content published to these pages via our Technology’s content management system. Our Technology (and competitive advantage) is different from alternative solutions as it incorporates our “Entity Based” SEO technology and know-how, which based on our testing and those in active production, leads to web pages being highly likely to appear more prominently in search engine results pages (“SERP”) for search keywords relevant to those web pages and more rapidly than alternative solutions.
Our Landing Pages contain features that would otherwise require significant manual effort to achieve or the application of additional and more expensive solutions. For instance, in addition to our “Entity Based” SEO technology and know-how, the Technology also automatically incorporates other contributing factors affecting SERP rankings including page speed, accessibility, security, and unique quality content, for which we are able to effectively leverage generative artificial intelligence (“AI”).
Our Map Boosting solution uses a combination of our Technology and know-how to increase the search ranking of a user’s Google Business Profile (GBP) within Google’s Map Pack for relevant keywords within an approximate five-mile radius of the business’ physical location. Where customers operate a service area business, we can target a specific region and have the potential to target a wider area than is typically possible with a fixed-location business.
We also own customer databases, including Hotfrog, a global online business directory, and four additional Australian-focused directories, AussieWeb.com.au (“AussieWeb”), PinkPages.com.au (“PinkPages”), SuperPages.com.au (“SuperPages”) and Scoop.com.au (“Scoop”). As of June 2025, combined, these directory assets contain more than 60 million business listings.
We monetize these solutions through a combination of service, subscription and advertising fees which are charged on both a fixed and variable (e.g. volume-based pricing) basis. We also intend to utilise AI sales agent technology to market directly to segments of these databases to generate leads for product sales in the markets in which we operate.
In June 2025, we completed the acquisition of a Lead Management System technology asset (“LMS”). We intend to integrate the LMS within our operations together with AI sales agent technologies. We can then apply the combined technology solution towards marketing products and services to customers within our databases in a highly automated process. We believe marketing leads generated in this manner and working in conjunction with our channel sales Partners (“Partners”), is a more efficient and cost-effective model that will allow us to scale sales more rapidly in the near term.
In essence, through our Technology and solutions we have created an end-to-end location-based digital marketing solution that improves the customer’s search engine rankings leading to increased website traffic (i.e. increased audience).
| 29 |
Our Industry
According to the World Economic Forum, there are approximately 400 million businesses worldwide . For these businesses seeking to get found online for the products and services they offer, there are two main alternatives. The first is to pay for digital advertising and the alternative is to buy SEO services to enhance their own online presence. Both markets are substantial, with annual spend on digital advertising anticipated to be over $678 billion in 2025, according to Dentsu, including over $355 billion expected to be spent on search advertising, as estimated by Statista.
Search engines are programs that create a catalogue of information by, amongst other things, scanning the Internet to assess the structure of websites and the content within websites. Internet users utilize search engines through the use of keyword(s) search terms. Search engines like Google have developed a series of algorithms to determine what content is best served for a particular keyword search. The goal for many content publishers is for their own website, blog article, advertorial, or other online presence solutions to appear high in SERP for related keyword searches. This means content publishers can generate more audience and engagement and businesses can be expected to acquire more sales leads, which could generate more revenue. While search engines do not publish specific details about how their search algorithms operate, SEO is the method used to increase the likelihood of obtaining a high ranking, and hence high visibility in SERP for relevant keyword searches.
Publishers seeking to attain visibility within Google’s search ecosystem may leverage distinct sections of the search results page. Each section is designed to meet specific user intents and each presents unique opportunities and challenges for publishers to establish prominence. The four primary areas of opportunity are: AI search results, Map Pack search results, sponsored advertising and organic search results.
AI Search Results
The AI-generated search results section represents Google’s most recent evolution in delivering information based on consumer search queries. Drawing upon artificial intelligence models, these results provide users with synthesized responses that aim to answer queries directly, often without requiring a user to click through to an external website.
| ● | Target user: typically, users seeking quick, concise, and authoritative answers, particularly for informational or complex queries. | |
| ● | Benefits: publishers cited as sources within AI responses may achieve heightened authority and brand recognition, as inclusion signals trust and relevance. AI results may also drive referral traffic through citations and links. We have observed a high correlation between ranking prominently in online search engines results and appearing prominently in AI search results. | |
| ● | Disadvantages: the structured nature of AI responses can reduce user click-through rates, as the information is often contained within the AI summary itself. Achieving consistent placement within these results remains difficult due to evolving algorithms and limited transparency. |
| 30 |
Map Pack Search Results
The Map Pack section (also referred to as the “Local Pack”) highlights geographically relevant businesses or content in response to location-based queries. These results appear in a grouped format accompanied by a map interface, contact information, and customer reviews.
| ● | Target user: users with local or immediate intent, such as those searching for nearby services, retail outlets, restaurants, or event locations. | |
| ● | Benefits: Map Pack prominence offers publishers the opportunity to capture highly motivated, geographically targeted audiences. Inclusion enhances credibility by displaying ratings and reviews directly in the search interface. | |
| ● | Disadvantages: visibility within the Map Pack is primarily restricted to businesses with a verified physical location and an optimized Google Business Profile. Competition is significant, and rankings can fluctuate based on proximity, relevance and user location. |
Sponsored Advertising
Sponsored advertising consists of paid search placements that appear above or alongside organic results. These advertisements are purchased through Google Ads and can be tailored to specific keywords, demographics, or user behaviors.
| ● | Target user: users with a transactional intent, such as those seeking to make a purchase, sign up for a service, or compare options. | |
| ● | Benefits: sponsored placements provide immediate visibility and control over targeting, enabling publishers to secure exposure even in highly competitive categories. Advertisers can also track performance with precision, optimizing campaigns for return on investment. | |
| ● | Disadvantages: sponsored placements require ongoing financial investment, and cost-per-click rates may escalate in competitive industries. Users may also view advertising with skepticism compared to organic results, limiting perceived credibility. |
Organic Search Results
Organic search results represent the traditional listings generated through Google’s ranking algorithms, based on relevance, authority, and quality of content. These results remain a central component of search visibility for publishers.
| ● | Target user: users across a wide spectrum of search intents, from informational to transactional, who typically prefer non-paid, authoritative sources. | |
| ● | Benefits: organic prominence delivers sustainable, long-term visibility without direct advertising costs. High rankings reinforce brand credibility and can attract a consistent stream of engaged users. | |
| ● | Disadvantages: competition for organic rankings is intense, with outcomes dependent on SEO and technical performance. Google algorithm updates can also significantly impact visibility, often without warning. In addition, the recent advent of Google publishing AI search results at the top of many SERP results effectively lowers the placement of organic search results, requiring search users to scroll further to view them. |
| 31 |
Our Products and Services
We provide an integrated suite of solutions with the objective of helping to maximize the online marketing presence for business owners. The products we offer are intended to improve search prominence within AI search results, Map Pack search results and organic search results. We have recently extended our product range to provide customer engagement tools which aim to assist businesses manage their customer engagement in a cost-effective and scalable manner; the first of these solutions being AI Concierge.
Search solutions
Listings
We own and operate several online directories. An important component of an online presence for a business owner is to publish its business profiles as Listings on various online properties including directories, applications, maps and search engines, a process also referred to as “citation management.” Business owners or digital agencies on behalf of business owners publish Listings (providing search relevancy) on many business directories in markets in which the business operates (providing search prominence in their proximity). We offer free Listings across our Directory network, including Hotfrog, AussieWeb, PinkPages, SuperPages and Scoop. As of June 2025, combined, these directories contain more than 60 million business profiles.
While many smaller business owners update their Listings manually, there are service providers that manage large volumes of Listings through technology platforms. It is more efficient for these citation management services to be managed via an Application Program Interface (“API”) that can synchronize with and publish to third-party directories, such as those we own. We have several commercial agreements with citation management companies that pay a fee to connect to our directories via API to publish business profiles for their clients.
AI Pages
The primary purpose of our AI Pages is to create a prominent and relevant online presence in both AI search results and organic search results. Through our research and testing, we believe there is a high correlation between websites that rank highly in organic search and those that are cited as relevant sources in AI search. Accordingly, by implementing our AI Pages, users are able to obtain search relevance in two SERP sections and thereby increase their search visibility and the possibility to receive more sales leads at a lower cost of acquisition than alternative methods. Typical calls to action include chat-bots, click-to-call, click-to-book, request directions and request-a-quote (via basic form fill).
Map Pack Booster
Our Map Pack Booster product involves implementing a proprietary AI-led process and technology that we believe we can achieve faster and higher-ranking results within Google’s Map Pack search results for competitive keywords. We believe it is a distinct commercial advantage for a business to appear in the top 3 of Map Pack search results given its positioning and prominence in Google SERP, emphasized by the fact that around 42% of local organic traffic is generated from map pack results, according to Backlinko.
Articles
“Articles” is a term we use to collectively describe any type of long-form content. This could include content published as blogs, reviews, papers written by subject matter experts, news articles or advertorials. A challenge for the authors of these articles is attracting an audience to read their published content.
Typically, Articles are published in a “walled garden” because they are located somewhere within a publisher’s primary website. Consumers searching on a particular subject or keyword typically do so via search engine queries rather than starting at a publisher’s primary website and navigating to a relevant article. Accordingly, in order to be found it is important for an Article to rank highly in search engine results for keywords that relate to an Article’s key subject matter.
Our Articles product is designed to rank highly in organic search results and AI search results. We believe Articles are particularly well suited for AI search queries where users ask questions to find solutions (e.g. “when should I prune roses?”), rather than using traditional keyword search terms (e.g. “landscaper near me”).
Display Advertising
Currently, we own and operate a network of more than 60 million web pages that are related to business directories. In situations where a web page is published for free within these business directories (i.e. non-sponsored content) we may choose to monetize those pages through advertising placements.
Customer engagement solutions
AI Concierge
While our search products are designed to give businesses prominence in search, once a user clicks through to a website, our AI Concierge product is designed to provide customer engagement. Initially developed as an AI-voice assistant for telephone calls, the AI technology can be trained by uploading data in the form of files (e.g. pdf, doc, xls, ppt, etc.) or links to websites and other databases. The benefit to business users is to provide 24/7 telephone coverage for a multitude of use-cases such as answering customer questions or accepting calendar bookings at a lower cost than existing call-center or dedicated administration personnel. Our AI Concierge solution is currently in late-stage development and being trialed with select customers.
| 32 |
Our Competitive Strengths
Typical providers of SEO solutions could be broadly classified into three categories: enterprise level organizations, digital media agencies and SEO freelancers. We believe we have both a technological and commercial competitive advantage over each of these alternative service providers. Indeed, many of these types of SEO solution providers become our customers because our Technology automates a lot of otherwise manual work and we achieve superior results compared to what they would otherwise be able to achieve.
Technology Advantages
Site Structure and Know-How
The advantages of our Technology have been gained through years of meticulous research, development and live testing. This has resulted in the development of proprietary know-how on the optimal website structure to implement to meet a broad range of SEO objectives. In addition to the SEO site structure, our web pages incorporate more widely-known search ranking factors relating to speed, accessibility, security and unique quality content. This know-how has been embedded within our Technology platform which facilitates ease-of-application, repetition and scale.
Entity-Based SEO
We have led the way in utilizing “Entity-Based” SEO. Based on our research, an “Entity” is the highest order keyword or reference point attributed by search engines that they use to help establish the context of a website. This form of SEO focuses on search optimization of the Entity, which by default encompasses a collection of associated keywords. The effect is to gain leverage across multiple keywords through the optimization of a singular Entity, which from our testing, dramatically enhances the search relevancy of a web page. We have incorporated this know-how across our product range.
Time to effect
Our current generation web pages are particularly effective in rapidly achieving high-ranking search results, especially when compared to traditional SEO techniques such as “back-linking” and “content-first focus”. These traditional methods often take months to take effect (if at all), whereas our technology has the ability to generate a Page 1 search result within 30 days of implementation and oftentimes much faster than that. We achieve these results due to our proprietary Site Structure and Know-How and Entity-Based SEO.
Commercial Advantages
Scale
Throughout our operational processes, we aim to have minimal human intervention as necessary. Our Technology platform’s customer “self-serve” capability allows our partners and customers to purchase and implement our SEO products, which for those customers connected to our Technology platform via API, can be largely pre-populated with existing content. Our Technology enables very high volumes of web pages to be developed through automation which accordingly allows us to operate at scale.
Large-enterprise media groups typically service tens of thousands of customers using either third-party SEO technology or their own technology solutions. Digital agencies typically service dozens to hundreds of clients while SEO freelancers typically service a handful of customers. The amount of manual work required to deploy alternative SEO solutions for any of these competitors is a limiting factor in their ability to scale.
Set up time
For local search solutions, we automate many SEO tasks that would otherwise take considerable time, cost and manual effort to undertake. The typical set up time for our local solutions is minutes as compared to potentially weeks or months for alternative comparative solutions. This is due, in part, to the fact we do not need to interact with the client’s existing website, which would typically require substantial changes to its foundations in order to obtain an equivalent SERP ranking performance. By default, our web pages already incorporate key proprietary SEO technologies, which makes implementations more efficient and effective. We can also add content to the site in a largely automated manner.
| 33 |
Revenue Model and Commercial Overview
Revenue Model
Our revenue model is focused on securing long-term, recurring revenue contracts. Our revenues are primarily derived on a fixed monthly fee basis. Some of our solutions may require an initial implementation services component, in which case, we typically charge a one-time fee.
Subscription Fee Revenues
We charge monthly recurring subscription fees for our AI Pages, Map Pack Booster, Listings, Articles and AI Concierge products.
Advertising Revenues
We generate advertising revenues, for instance, through the placement of Google Ads (formerly Adsense) on our online publishing assets, including the global directory network, Hotfrog, and our Australian-focused directories, AussieWeb and PinkPages. The advertising revenue generated is variable and based on a number of factors, including website traffic volumes.
Service Fee Revenues
Where possible, we aim to charge an implementation fee for some of our solutions, particularly those that require some manual component to set up or review. From time to time, we may enter into commercial contracts with clients to produce various online publishing solutions in exchange for service fees. These solutions typically relate to bespoke applications of our existing products.
Commercial Overview
We have three main sales channels: direct relationships with end users, sales to resellers and, more recently, sales through partners. Direct end users and end users associated with partners are typically charged our recommended retail price (“RRP”), whereas resellers are typically charged wholesale prices which are a discount to RRP and are able to determine what price they charge their end user customers.
We have a direct billing relationship with direct end users and resellers, who in turn have a direct billing relationship with their end user customers. We also typically have a direct billing relationship with end users associated with partners, however, we subsequently pay partners a commission from money collected from those end users they introduce.
Our commercial obligations are typically limited to providing the products and maintaining the core underlying technologies. We provide sales and technical support to our resellers and partners, however, they are responsible for any initial “tier 1” customer support to their end users.
| 34 |
Our Strategy
Our Technology can be applied on websites owned by end users as well as on websites that we own. However, the reliance on end users to assist with implementations is neither efficient nor scalable and should customers cancel, they would still retain the benefit of the SEO improvements already made by our Technology. Accordingly, we intend to apply our Technology on our own online properties as a priority and utilize web pages built using our web builder application as the foundation for all of our SEO solutions provided to our customers. By utilizing our proprietary web pages, we are able to realize a number of benefits, including:
| ● | Speed to market: we do not necessarily need to access an end user’s existing website and therefore we can create and deploy our web pages with minimal reliance on the end user to undertake any necessary actions or modifications to their systems; | |
| ● | Accuracy: we intend to “lock down” critical elements of our web pages so that our partners and end users are unable to make changes that will inadvertently cause a negative impact on its SEO performance; | |
| ● | Speed to impact: because our web pages incorporate our proprietary site structures the time required for the web pages to rank highly in SERP results is improved; | |
| ● | Control: search algorithms constantly change which requires website owners to constantly monitor for and adapt to any future changes. As we have control over the web pages, any necessary maintenance can be applied more effectively; | |
| ● | Intellectual Property retention: we are able to more effectively retain key aspects of our technical know-how; and | |
| ● | Asset retention: by retaining ownership of the web pages we are effectively building a portfolio of online properties which provides us flexibility as to how we are able to monetize these assets. |
As a result of publishing content through our Technology platform, our Technology also provides our publisher customers with the opportunity to syndicate their content to be published across other websites and thereby increase their potential audience. This could potentially lead to increased subscription and advertising revenues.
Growth Strategy
Recent developments in how Google’s search algorithm evaluates website relevancy when determining search results has negatively impacted many existing websites. We have also seen an increase in consumers utilizing AI platforms to perform search queries that were traditionally performed utilizing Google. As a result of these developments, we believe that our technology is well positioned to fulfil these new growth opportunities.
Previously, we sold our products on an individual basis with the intention of providing a path for customers to “upgrade” to other products. Our current sales strategy is to offer a complete SEO package, marketed as “Localizer”, that includes AI Pages, Map Pack Booster and Listings solutions. We believe all of our products serve a particular purpose and it is to our customers’ benefit that each are utilized. We believe that this strategy will help improve customer satisfaction and retention as we are not reliant on any one product to derive the “expected results” from implementing our solutions. In essence, we are mitigating our performance risk. For instance, we believe that if a customer has what it perceives as “excellent” Map Pack search results through implementing our Map Pack Booster solution but “average” results in organic search results through implementing our AI Pages solution, then as a whole, they will continue to subscribe to the entire Localizer package as the component solutions cannot be disaggregated.
We are also currently implementing AI sales agent technologies within our business processes. We believe that this will enable us to leverage our existing substantial databases of small businesses and digital agencies to increase direct to end user subscription revenues and form new sales channel relationships, with an initial focus on North American and Australian markets.
In addition, we will:
| 1. | Continue our ongoing maintenance, development and enhancement of our technology to ensure it meets consumer demand and remains compliant with new and emerging technologies and data protection laws. | |
| 2. | Continue to seek out complementary technologies and businesses with the aim of making strategic acquisitions of those technologies and businesses. |
We intend to seek additional staffing and resources as needed to assist in implementing these key objectives, secure new commercial contracts and service our existing client base, particularly in engineering, operations and marketing to help grow the business and facilitate this commercialization strategy.
| 35 |
Competition
We compete against various companies to attract and engage users, some of which are larger and have greater brand name recognition, longer operating histories, larger marketing budgets and established customer relationships, access to larger customer bases and significantly greater resources for the development of their solutions. In addition, we may face potential competition from participants in adjacent markets that may enter our markets by leveraging related technologies and partnering with or acquiring other companies or providing alternative approaches to provide similar results.
Furthermore, rival product offerings by existing and new competitors as well as technology developments by competitors may have an adverse impact on our business operations, financial performance and prospects as well as on the value and market price of our ordinary shares. This risk may influence our customer acquisition cost and customer lifetime value.
AI has augmented the capabilities of human creators, enabling them to produce content more efficiently. We suggest this increase in content creation efficiency has led to a proliferation of online content which, as a result, has increased competition for this content being ranked highly in search engine result pages. The increased volume of published content has increased the effort required by search engines to evaluate web pages, which we believe will have an impact on how search engines algorithms are applied. In anticipation of such changes, we have made improvements to our Technology, however, until search engine algorithm changes are implemented it is difficult to assess its impact on search results and the effect these changes will have on us and our technology.
Intellectual Property
Our ability to establish and protect our core technology and intellectual property, including our software source code and copyright, is critical to our success. We rely on a combination of trade secrets, including know-how, and contractual rights to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees and business partners. The agreements we enter into with our employees also provide that all software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment are our property.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to our Business and Industry—If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights.”
| 36 |
C. Organizational Structure
We commenced activities in April 2009. The chart below illustrates our organizational structure, including the dates and jurisdictions of incorporation. As of the date hereof, Moboom USA Inc. has ceased operations and remained dormant during the year. We intend to formally close the company at an appropriate time.
D. Property, Plants and Equipment
We are headquartered in Perth, Australia where we lease and occupy for office space approximately 603 square meters (approximately 6,490 square feet) as of the date of this Annual Report. The current lease term expires in November 2026, and we believe that our existing facilities are generally adequate to meet our current of future needs, but we expect to seek additional space as needed to accommodate future growth.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
The discussion in this section has been impacted by the restatement described in the Explanatory Note at the beginning of this Comprehensive Form 20-F and in Note 31 of the consolidated financial statements of this Comprehensive Form 20-F. Certain of the financial and other information provided in this Operating and Financial Review and Prospects of our financial condition and results of operations has been updated to reflect the restatement adjustments.
Overview
We are an Australian company currently focused on commercializing our Software as a Service (SaaS) online marketing technology (“Technology”). Our Technology publishes content on Search Engine Optimized (“SEO”) web pages using a combination of data integrations and generative AI (“Content”) and our “Entity Based” SEO technology and know-how (“Site Structure”). Once the Content and Site Structure is integrated with our Technology, the production of search engine optimized web pages is largely automated which enables the Company to scale production. Based on our testing and those in production, these web pages are highly likely to appear prominently in search engine results pages (“SERP”) for search keywords relevant to those web pages, more rapidly than alternative solutions.
Fundamental to each of our search solutions are the web pages created through our Technology; each of which are configured for a specific use case. Our web pages contain features that would otherwise require significant manual effort to achieve or the application of additional and more expensive solutions. For instance, in order to achieve superior SERP rankings we optimize our web pages to enable search engines to detect and understand the relevant page content based on a specific “Entity” keyword. We also automatically incorporate other contributing factors affecting SERP rankings include page speed, accessibility security, and unique quality content, for which we are able to leverage generative artificial intelligence (“AI”).
We also own customer databases, including Hotfrog, a global online business directory, and four additional Australian-focused directories, AussieWeb.com.au (“AussieWeb”), PinkPages.com.au (“PinkPages”), SuperPages.com.au (“SuperPages”) and Scoop.com.au (“Scoop”). As of June 2024, combined, these directory assets contain more than 60 million business listings. We have also developed (and will continue to expand) a portfolio of websites for the purposes of publishing articles related to specific niches, e.g. finance, health, education and business.
We have started to incorporate AI sales agent technologies into our business operations, with the intention to apply that technology to market products and services to customer within our databases. We believe marketing leads generated through this process and working in conjunction with our channel sales Partners (“Partners”) is a more efficient and cost-effective model that will allow us to scale sales more rapidly in the near term.
A. Operating Results
Revenue. We derive our revenue from license subscription fees earned from customers using our technology, services fees earned through associated product implementations and general SEO consulting, as well as from advertising fees earned from the placement of advertisements on our digital properties. License subscription fees are sold via our direct sales efforts and also through our channel partners.
Operating Expenses. The most significant components of operating expenses are personnel costs, which consist of salaries, benefits, bonuses and commissions. During the year ended June 30, 2025, we continued to implement more operating efficiencies which has led to a reduction in personnel and associated costs. Our strategy is to leverage AI sales agent technology and work with channel partners, both of which can extend our sales reach and are primarily remunerated on a success basis. We expect our sales and marketing expenses to increase in absolute dollars for the foreseeable future as we implement this strategy, although being largely success-based these expenses are expected to increase in proportion to our total revenue. Over the longer term, we expect these expenses to decline as a percentage of total revenue as we scale our business. We also incur other non-personnel costs related to our general overhead expenses. To facilitate our strategy to expand the applications of our technology, we plan to continue investing in our technology by increasing our development headcount and by making strategic acquisitions. Following the completion of our initial public offering in March 2022, we have incurred additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and increased expenses for insurance, investor relations and professional services.
| 37 |
Comparison of the Years Ended June 30, 2025, and 2024
The following table sets forth information concerning our operating results for the years ended June 30, 2025, and 2024:
| Year Ended June 30, | ||||||||
| 2025 A$ | 2024 As Restated | |||||||
| Revenue | 3,202,692 | 4,151,088 | ||||||
| Other income | 326,613 | 61,360 | ||||||
| Technology expense | (1,243,678 | ) | (890,778 | ) | ||||
| Employee benefits expense | (1,639,375 | ) | (2,758,336 | ) | ||||
| Share based payments expense | (1,518,553 | ) | 567,204 | |||||
| Occupancy expense | (104,699 | ) | (101,415 | ) | ||||
| Marketing expense | (178,376 | ) | (187,046 | ) | ||||
| Consultancy expense | (782,567 | ) | (853,850 | ) | ||||
| Other expenses | (150,653 | ) | (65,341 | ) | ||||
| Depreciation and amortization expense | (1,677,284 | ) | (1,473,999 | ) | ||||
| Expected credit loss expense | (370,869 | ) | (272,236 | ) | ||||
| Operating loss | (4,136,749 | ) | (1,823,349 | ) | ||||
| Foreign exchange gain / (loss) | 5,595 | (3,485 | ) | |||||
| Financial expenses | (183,077 | ) | (114,199 | ) | ||||
| Loss before income tax | (4,314,231 | ) | (1,941,033 | ) | ||||
| Income tax expense | — | — | ||||||
| Loss for the year | (4,314,231 | ) | (1,941,033 | ) | ||||
| Other comprehensive income | (10,604 | ) | 3,023 | |||||
| Total comprehensive loss for the year | (4,324,835 | ) | (1,938,010 | ) | ||||
Revenue
| Year Ended June 30, | Change | |||||||||||||||
| 2025 A$ | 2024 A$ | A$ | % | |||||||||||||
| Subscription revenue | 3,011,836 | 3,338,479 | (326,643 | ) | -9.8 | % | ||||||||||
| Advertising revenue | 140,907 | 251,368 | (110,461 | ) | -43.9 | % | ||||||||||
| Services revenue | 49,949 | 561,241 | (511,292 | ) | -91.1 | % | ||||||||||
| Total revenue | 3,202,692 | 4,151,088 | (948,396 | ) | -22.8 | % | ||||||||||
Subscription revenues declined 9.8% to A$3,011,836 (2024: A$3,338,479) as a result of our continued efforts to reshape our “go-to-market” approach by replacing our Reseller program with a Partner program and streamlining our product offering. Under both Reseller and Partner programs, we ideally want to engage with digital marketing agencies currently focused on sponsored advertising but are seeking to diversify into SEO solutions to obtain broader online search visibility. However, the key distinction between our Resellers and Partners is our contractual and billing arrangement with the end user. We would sell our solutions to Resellers at a wholesale price, who would then resell that solution to the end user. Under our Partner program, we would typically maintain a direct billing (and performance) arrangement with end users and pay the Partner their partner fee from money collected from end users. We expect improved collections under this arrangement as Resellers would often collect fees from end users but delay payments to us, if at all. The shift from Resellers to Partners also resulted in the termination of underperforming resellers. We have reduced and streamlined our product offering to focus on solutions that can be implemented programmatically or have minimal human intervention. While some products are higher priced, the resources required to implement and monitor ongoing performance leads to an overall lower margin. Accordingly, the decline in revenues was offset by a decline in employee benefits expenses. We believe these changes will establish the foundations for future subscription revenue growth.
Advertising revenues declined 43.9% to A$140,907 (2024: A$251,368). Locafy-owned online directory assets are currently monetized through Google Ads. Similar to many websites globally that implemented Google Ads, our directory assets were negatively impacted by further changes made by Google to its advertising program. We also believe a significant factor leading to the decline in revenues has been the decrease in organic search traffic to websites more broadly and users increasingly conducting search queries through AI and alternative platforms.
Services revenues decreased 91.1% to A$49,949 (2024: A$561,241). The decline is primarily related to the non-recurrence of a high volume of services work performed in year ended June 30, 2024. The services work typically involved recommending bespoke solutions to be applied to customer-owned websites. While we believed it was opportunistic to complete that work during the year ended June 30, 2024, we purposefully restrained from performing such work in the year ended June 30, 2025, such work is not repeatable, is labor intensive and open for customers to deviate from our proposed recommendations during the customers’ implementation of those recommendations, leading to varying performance results.
Other Income
Other income increased by 432.3% to A$326,613 (2024: A$61,360). Subsequent to June 30, 2024, we finalized our assessment of our eligibility to receive an R&D Tax Incentive rebate relating to the year ended June 30, 2024, which such R&D Tax Incentive rebate was not recognized in the consolidated financial statements and notes thereto for the year ended June 30, 2024. On a similar basis, we expect our eligibility to receive an R&D Tax Incentive rebate will extend to R&D expenditure for the year ended June 30, 2025. The A$326,613 recognized in other income represents the portion of R&D Tax Incentive rebates for the year ended June 30, 2024 (A$225,879) and for the year ended June 30, 2025 (A$100,734) relating to R&D expenditure incurred that has not been capitalized as an intangible asset. The R&D Tax Incentive rebate for the year ended June 30, 2025, only relates to Australian-related expenditure. We have made a separate application to have our claim extended to incorporate relevant overseas expenditure. If successful, the R&D Tax Incentive rebate with respect to the overseas expenditure will be recognized as other income in that year. We may qualify to receive this grant in future years, depending on the nature of our research and development efforts.
| 38 |
Operating Expenses
| Year Ended June 30, | Change | |||||||||||||||
2025 A$ | 2024 A$ As Restated | A$ | % | |||||||||||||
| Technology expense | (1,243,678 | ) | (890,778 | ) | (352,900 | ) | +39.6 | % | ||||||||
| Employee benefits expense | (1,639,375 | ) | (2,758,336 | ) | 1,118,961 | -40.6 | % | |||||||||
| Share based payments expense | (1,518,553 | ) | 567,204 | (2,085,757 | ) | +367.7 | % | |||||||||
| Occupancy expense | (104,699 | ) | (101,415 | ) | (3,284 | ) | +3.2 | % | ||||||||
| Marketing expense | (178,376 | ) | (187,046 | ) | 8,670 | -4.6 | % | |||||||||
| Consultancy expense | (782,567 | ) | (853,850 | ) | 71,283 | -8.3 | % | |||||||||
| Other expenses | (150,653 | ) | (65,341 | ) | (85,312 | ) | +130.6 | % | ||||||||
| Depreciation and amortization expense | (1,677,284 | ) | (1,473,999 | ) | (203,285 | ) | +13.8 | % | ||||||||
| Expected credit loss expense | (370,869 | ) | (272,236 | ) | (98,633 | ) | +36.2 | % | ||||||||
| Total Operating Expenses | (7,666,054 | ) | (6,035,797 | ) | (1,630,257 | ) | +27.0 | % | ||||||||
During the year ended June 30, 2025, total operating expenses increased 27.0% to A$7,666,054 (2024: A$6,035,797) primarily due to the accounting for share based payments expenses. The share based payments expenses incurred during the year ended June 30, 2025, were largely as a result of legacy transactions that are not reflective of our current business and are not expected to recur at similar levels in future periods. Further, the year ended June 30, 2024, included A$1,047,436 reversal in non-cash share-based payment expenses, which was related to the expiry of performance rights granted in prior years. No new performance rights were issued during the year ended June 30, 2025.
Pro forma Total Operating Expenses
We believe that presenting operating expenses excluding share based payment expenses provide investors with additional insight into the underlying trends in our cost structure and facilitates a more consistent comparison between periods. This information constitutes a non-IFRS financial measure and should be considered in addition to, and not a substitute for, the IFRS measure of total operating expenses.
The following table provides a reconciliation between the IFRS measure of total operating expenses and the non-IFRS (pro forma) measure that excludes share based payment expenses:
| Year Ended June 30, | Change | |||||||||||||||
2025 A$ | 2024 A$ As Restated | A$ | % | |||||||||||||
| Total Operating Expenses (IFRS) | (7,666,054 | ) | (6,035,797 | ) | (1,630,257 | ) | +27.0 | % | ||||||||
| Deduct: Share based payments expense | 1,422,547 | (1,047,436 | ) | 2,469,983 | -235.8 | % | ||||||||||
| Pro forma Total Operating Expenses (Non-IFRS) | (6,243,507 | ) | (7,083,233 | ) | 839,726 | -11.9 | % | |||||||||
Note: “Pro forma Total Operating Expenses (Non-IFRS)” is a non-IFRS financial measure that excludes certain share based payment expenses, which in the current and prior periods were affected by extraordinary legacy transactions. Because share based payments are an ongoing component of our compensation structure, this measure should not be viewed as eliminating recurring costs. This measure is presented solely to illustrate the impact of these extraordinary transactions on our reported operating expenses.
Technology expense. Technology expense includes the software and hosting services required to operate and maintain our platform, software that we use in the management of our broader operations, and third-party solutions that we may offer for resale. Technology expense increased 39.6% to A$1,243,678 for the year ended June 30, 2025 (2024: A$890,778). The increase in technology expense for the year ended June 30, 2025, compared to the year ended June 30, 2024, is primarily attributed to a A$331,492 increase in expenses related to third-party software required in the delivery of our solutions and A$33,302 increase in expenses related to website hosting. These increases were offset by a A$12,196 reduction in general operational technology.
Employee benefits expense. The most significant components of operating expenses are personnel costs, relating to our engagement of employees and contractors, together with associated expenses including payroll taxes and insurances. Employee benefits expenses decreased 40.6% to A$1,639,375 for the year ended June 30, 2025 (2024: A$2,758,336). This decrease was mainly due to a decrease in sales and operations headcount during the year ended June 30, 2025, as a result of ongoing efforts to streamline our product suite and the engagement of third-party Partners to facilitate certain sales and end user support roles. We anticipate near term headcount growth to be associated with R&D as we continue to develop our technology and also in operational roles in line with our Partner growth strategy. We expect lower growth in sales-related roles as we continue to implement AI sales agent technologies. At June 30, 2025, we had 18 employees globally (2024: 36).
Share based payments expense. Between June 30, 2022, and June 30, 2024, in order to preserve cash and to maintain compliance with the Nasdaq Capital Market listing requirement for minimum stockholders’ equity of US$2.5 million, pursuant to Nasdaq Listing Rule 5550(b)(1), we converted A$1,634,982 outstanding debts into equity instruments in the form of 101,026 Performance Rights, with an aggregate fair value of A$1,337,835. A further A$499,982 was converted into 28,884 Performance Rights (with a fair value of A$472,498) as it related to the restitution of shares previously held by Gavin Burnett. Those shares were transferred to a third party in an effort to resolve claims made by that third party against us. However, in FY20 those claims were finally settled which led to those transferred shares being forfeited and cancelled.
As we did not meet the performance conditions of the Performance Rights, they had therefore expired and accordingly, A$1,337,835 was transferred from reserves to accumulated losses. However, as the Performance Rights were issued in order to extinguish debt to assist us maintain listing compliance and to reinstate shares previously cancelled in the course of resolving a legal dispute with a third party, during the period and after authorizing the FY24 consolidated financial statements, the independent directors considered these circumstances reasonable to view the treatment of these Performance Rights separately to those Performance Rights that had been issued in relation to employee remuneration. Accordingly, on November 26, 2024, the independent directors authorized the issue of 129,910 shares for no consideration. Fair value for these shares was A$1,422,547 based on a share price of US$7.11 and AUD:USD foreign exchange rate of 0.6493 i.e. approximately A$10.95 per share. In addition, A$96,006 of director fee expenses incurred during the year ended June 30, 2025, have or will be settled through the issue of shares.
The year ended June 30, 2024, included a A$1,047,436 reversal in non-cash share-based payment expenses, which was related to the expiry of performance rights issued from prior years.
Occupancy expense. The 3.2% increase in occupancy expenses for the year ended June 30, 2025, compared to the year ended June 30, 2024, was primarily due to the foreign exchange rate differences on short term office lease expenses.
Marketing expense. Marketing expenses decreased 4.6% to A$178,376 for the year ended June 30, 2025 (2024: A$187,046) primarily due to a A$76,352 reduction in the engagement of marketing consultants and a A$16,397 decrease in advertising and trade show costs, but offset by a A$84,939 increase in Partner referral fees.
Consultancy expense. Consultancy expense for the year ended June 30, 2025, was A$782,567 (2024: A$853,850). This reduction included A$142,867 in costs from certain suppliers who we have not renewed or relate to expenditure that we anticipate to be non-recurring.
Other expenses. The movement in other expenses primarily related to an increase in travel and insurance costs.
Depreciation and amortization expense. The increase in depreciation and amortization expense to A$1,677,284 for the year ended June 30, 2025 (2024: A$1,473,999), was primarily as a result of our increased capitalization of development costs.
Expected credit loss expense. The expected credit loss expense incurred during the year ended June 30, 2025, increased A$98,633 compared to the year ended June 30, 2024. We expect to be able to better manage customer collections as a result of implementing our Partner program and having a direct billing relationship with end users.
| 39 |
Comparison of the Years Ended June 30, 2024, and 2023
The following table sets forth information concerning our operating results for the years ended June 30, 2024, and 2023:
| Year Ended June 30, | ||||||||
2024 A$ As Restated | 2023 A$ | |||||||
| Revenue | 4,151,088 | 5,376,693 | ||||||
| Other income | 61,360 | 852,208 | ||||||
| Technology expense | (890,778 | ) | (1,718,974 | ) | ||||
| Employee benefits expense | (2,811,669 | ) | (4,806,643 | ) | ||||
| Share based payments expense | 620,537 | (460,603 | ) | |||||
| Occupancy expense | (101,415 | ) | (113,572 | ) | ||||
| Marketing expense | (187,046 | ) | (318,492 | ) | ||||
| Consultancy expense | (853,850 | ) | (874,638 | ) | ||||
| Other expenses | (65,341 | ) | (213,051 | ) | ||||
| Depreciation and amortization expense | (1,473,999 | ) | (1,355,170 | ) | ||||
| Expected credit loss expense | (272,236 | ) | (295,262 | ) | ||||
| Operating loss | (1,823,349 | ) | (3,927,504 | ) | ||||
| Foreign exchange gain / (loss) | (3,485 | ) | 141,285 | |||||
| Financial expenses | (114,199 | ) | (105,367 | ) | ||||
| Loss before income tax | (1,941,033 | ) | (3,891,586 | ) | ||||
| Income tax expense | - | - | ||||||
| Loss for the year | (1,941,033 | ) | (3,891,586 | ) | ||||
| Other comprehensive income | 3,023 | (23,010 | ) | |||||
| Total comprehensive loss for the year | (1,938,010 | ) | (3,914,596 | ) | ||||
Revenue
| Year Ended June 30, | Change | |||||||||||||||
| 2024 A$ | 2023 A$ | A$ | % | |||||||||||||
| Subscription revenue | 3,338,479 | 4,891,743 | (1,553,264 | ) | -31.8 | % | ||||||||||
| Advertising revenue | 251,368 | 315,524 | (64,156 | ) | -20.3 | % | ||||||||||
| Services revenue | 561,241 | 169,426 | 391,815 | +231.3 | % | |||||||||||
| Total revenue | 4,151,088 | 5,376,693 | (1,225,605 | ) | -22.8 | % | ||||||||||
Subscription revenues declined 31.8% to A$3,338,479 (2023: A$4,891,743). The decline is primarily related to the provision of extended billing relief to customers whose Proximity product campaigns were affected by their transition onto our upgraded technology platform and general reseller churn. It is our belief that the churn could have been mitigated through better reseller education as to the reasonable outcomes one could expect from implementing the Proximity products, and in particular the products’ role in generating addition traffic (audience) to an end user’s website rather than additional sales, which is also dependent upon other factors that are independent of the technology that we provide, including the strength of the website’s marketing message, the audience’s opinion of the end user’s business and of it products and services. We have sought to address these concerns by enhancing our reporting dashboard to highlight the key metrics that we believe are important to end users and in doing so, we are better positioned to articulate the value that our technology adds to an end user’s marketing efforts. We have rationalized our reseller base to focus on providing better support and user experience to them. We have seen this improve reseller retention and account growth. As a result of the reduction in resellers, we have also reduced the number of sales and operations staff.
Advertising revenues declined 20.3% to A$251,368 (2023: A$315,524). Locafy-owned online directory assets are currently monetized through Google Ads. Similar to many websites globally that implemented Google Ads, our directory assets were negatively impacted by changes made by Google to its advertising program during the year, resulting in a progressive decline in advertising revenues from September 2023. Having had the opportunity to assess those changes, we have implemented a number of initiatives we believe can improve our advertising revenues. We also anticipate advertising revenue growth as a result of additional online properties that we are creating that we plan to carry advertising. These new online properties will have the benefit of our technology and know-how being applied from the outset, as compared to the legacy platforms that we inherited through our past acquisitions of online directory properties.
Services revenues increased 231.3% to A$561,241 (2023: A$169,426). While historically, services engagements have not been a significant focus of our business, we were able to take advantage of a large commercial opportunity with Localista beginning in February 2024, and assist them in transforming their existing directory network’s SEO execution, which significantly increased our service revenue for the year ended June 30, 2024, as compared to the year ended June 30, 2023. This services work was closely tied to our acquisition of scoop.com.au from Localista, which we believe to be a valuable asset given its inherent SEO features that we can leverage upon by applying our technology and know-how. These SEO features would be difficult and expensive to replicate in a reasonable timeframe and include having a Moz Domain Authority score of 36, approximately 48,000 backlinks (including approximately 5,000 Wikipedia backlinks) and ranked for over 157,000 relevant organic keywords (according to Semrush). Other engagements leading to the significant increase in services revenues related to the implementation of our Article Accelerator and Keyword Maximizer products. Following the implementation of these products, we expect to receive recurring subscription revenue from product usage.
Other Income
Other income decreased by 92.8% to A$61,360 (2023: A$852,208) primarily due to a A$503,118 R&D tax incentive grant receivable for the year ended June 30, 2023, which was not assessed to the receivable during the year ended June 30, 2024. We may qualify to receive this grant in future years, depending on the nature of our research and development efforts. The decrease in other income is also due to lower gains from the extinguishment of liabilities, which did not occur during the year ended June 30, 2024.
| 40 |
Operating Expenses
| Year Ended June 30, | Change | |||||||||||||||
2024 A$ As Restated | 2023 A$ | A$ | % | |||||||||||||
| Technology expense | (890,778 | ) | (1,718,974 | ) | 828,196 | -48.2 | % | |||||||||
| Employee benefits expense | (2,811,669 | ) | (4,806,643 | ) | 1,994,974 | -41.5 | % | |||||||||
| Share based payments expense | 620,537 | (460,603 | ) | 1,081,140 | -234.7 | % | ||||||||||
| Occupancy expense | (101,415 | ) | (113,572 | ) | 12,157 | -10.7 | % | |||||||||
| Marketing expense | (187,046 | ) | (318,492 | ) | 131,446 | -41.3 | % | |||||||||
| Consultancy expense | (853,850 | ) | (874,638 | ) | 20,788 | -2.4 | % | |||||||||
| Other expenses | (65,341 | ) | (213,051 | ) | 147,710 | -69.3 | % | |||||||||
| Depreciation and amortization expense | (1,473,999 | ) | (1,355,170 | ) | (118,829 | ) | +8.8 | % | ||||||||
| Expected credit loss expense | (272,236 | ) | (295,262 | ) | 23,026 | -7.8 | % | |||||||||
| Total Operating Expenses | (6,035,797 | ) | (10,156,405 | ) | 4,120,608 | -40.7 | % | |||||||||
During the year ended June 30, 2024, total operating expenses decreased 40.7% primarily due to a decrease in employment and technology related expenses.
Technology expense. Technology expense includes the software and hosting services required to operate and maintain our platform, software that we use in the management of our broader operations, and third-party solutions that we may offer for resale. Technology expense decreased 48.2% to $890,778 for the year ended June 30, 2024 (2023: A$1,718,974). The decrease in technology expense for the year ended June 30, 2024, compared to the year ended June 30, 2023 is primarily attributed to a A$433,431 reduction in expenses related to third party software required in the delivery of our solutions. A further A$218,396 reduction in expenses related to general operational technology costs and a A$176,369 reduction resulting from the capitalization of certain costs.
Employee benefits expense. The most significant components of operating expenses are personnel costs, relating to our engagement of employees and contractors, together with associated expenses including recruitment, payroll taxes and insurances. Employee benefits expenses decreased 41.5% to A$2,811,669 for the year ended June 30, 2024 (2023: A$4,806,643). This decrease was mainly due to a decrease in sales and operations headcount during the year ended June 30, 2024, as a result of ongoing efforts to streamline our product suite and the geographical markets we serve. We anticipate near term headcount growth to be associated with R&D in line with our strategy to grow our digital asset portfolio followed by marketing resources to assist with its monetization. At June 30, 2024, we had 26 employees globally (2023: 34).
Share based payments expense. The year ended June 30, 2024, included A$1,047,436 reversal in non-cash share-based payment expenses, which was related to the expiry of performance rights issued from prior years.
Occupancy expense. The 10.7% decrease in occupancy expenses for the year ended June 30, 2024, compared to the year ended June 30, 2023, was primarily due to the termination of short-term office premises.
Marketing expense. Marketing expenses decreased 41.3% to A$187,046 for the year ended June 30, 2024 (2023: A$318,492) primarily due to a reduction in the engagement of marketing consultants.
Consultancy expense. Consultancy expense for the year ended June 30, 2024, was A$853,850 (2023: A$874,638). This included A$142,867 in costs from certain suppliers who we have not renewed or relate to expenditure that we anticipate to be non-recurring.
Other expenses. The movement in other expenses primarily related to a reduction in travel costs.
Depreciation and amortization expense. The increase in depreciation and amortization expense to A$1,473,999 for the year ended June 30, 2024 (2023: A$1,355,170) was as a result of our increased capitalization of development costs.
Expected credit loss expense. The impairment of financial assets during the year ended June 30, 2024, has resulted from writing off significantly aged receivables and are not reflective of our more recent operations.
| 41 |
B. Liquidity and Capital Resources
Plan of Operations and Future Funding Requirements – Going Concern
Our independent registered public accounting firm has issued an opinion on our consolidated financial statements included in this Annual Report that states that there is substantial doubt in respect of the assumption that we will continue as a going concern. We have incurred substantial operating losses and have used cash in our operating activities for the past few years. As of and for the year ended June 30, 2025, we had a net loss of A$4,314,231 and net cash used in operating activities of A$688,667. Additionally, as of June 30, 2025, the outstanding balance of our ASX Convertible Notes, including accrued and unpaid interest thereon, totaled A$249,100. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—ASX Convertible Notes”.
As at June 30, 2025, the Group had a short-term loan outstanding of A$178,180 (2024: nil), which relates to the financing of annual insurance premiums. The loan was entered into to fund the Group’s insurance obligations and is repayable in monthly instalments over the term of the agreement. The facility is unsecured, bears a fixed interest rate, and matures on February 28, 2026. The Group intends to repay the loan from operating cash flows as they become due.
Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. We also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. There remains substantial doubt about our ability to continue as a going concern for the next twelve months from the date the consolidated financial statements to this Annual Report were issued.
To date, we have experienced negative cash flow from development of our technology, as well as from the costs associated with building a sales force to market our product and services. Our ability to achieve or, if achieved, sustain profitability is based on numerous factors, many of which are beyond our control, including the market acceptance of our products, competitive product development and our market penetration and margins. If such factors become significant, we may never be able to generate sufficient revenue to achieve or, if achieved, sustain profitability.
Because of the numerous risks and uncertainties associated with further development and commercialization of our technology and any future tests, we are unable to predict the extent of any future losses or the exact timing of when we will become profitable, if ever. We may never become profitable, and you may never receive a return on an investment in our securities. An investor in our securities must carefully consider the substantial challenges, risks and uncertainties inherent in the development in our industry. We may never develop our technology and our business may fail.
We expect to finance our future cash needs through public or private equity offerings, debt financings, government subsidies and research and development grants, and business development transactions. We may need to raise additional funds more quickly if one or more of our assumptions prove to be incorrect or if we choose to expand our business operations and partnerships more rapidly than we presently anticipate. We may also decide to raise additional funds even before we need them if the conditions for raising capital are favorable. Additional equity, debt, government subsidies and research and development grants, or business development transactions may not be available on acceptable terms, if at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate certain of our planned business operations, development of our technology, or partnerships, or obtain to funds through arrangements with collaborators or others that may require us to relinquish rights to certain of our technology that we might otherwise seek to develop independently.
Our long-term success and ability to continue as a going concern are dependent upon obtaining sufficient capital to fund its business operations, to generate revenue and, ultimately, to attain profitable operations or, alternatively, to advance our products and technology to such a point that they would be attractive candidates for acquisition by others in the industry.
To date, we have been able to obtain financing as and when it was needed; however, there is no assurance that financing will be available in the future, or if it is, that it will be available at acceptable terms. See “Item 3. Key Information—D. Risk Factors—There is substantial doubt about our ability to continue as a going concern”, and Note 3.2 to the consolidated financial statements to this Annual Report.
ASX Convertible Notes
As of June 30, 2025, the outstanding balance of our unsecured convertible notes issued in 2015, including accrued and unpaid interest thereon, totaled A$249,100 (the “ASX Convertible Notes”). The ASX Convertible Notes had a maturity date of March 31, 2016, have a fixed repayment amount and are not accruing further interest. Of the A$249,100 in outstanding balance of the ASX Convertible Notes, an aggregate of A$130,000 in outstanding balance relates to a deregistered and defunct noteholder, and as such, we are unlikely to make repayments thereto. Pursuant to the ASX Convertible Notes, we are obligated to redeem each ASX Convertible Note that has not been redeemed, converted or is the subject of a conversion notice on the earlier of (i) the Maturity Date and (ii) the date of receipt by us of a written notice from a holder of the ASX Convertible Notes than an Event of Default (as defined in the ASX Convertible Notes) has occurred, in each case of (i) and (ii), by paying to the holder of the ASX Convertible Notes an amount equal to the applicable Maturity Redemption Value (as defined in the ASX Convertible Notes). The ASX Convertible Notes automatically convert to equity upon an ASX listing, however, as we are now listed on Nasdaq, we are unlikely to pursue an ASX listing. Accordingly, and pursuant to the terms of the ASX Convertible Notes, the ASX Convertible Notes can only be redeemed in cash at their face value plus interest.
| 42 |
Pursuant to the ASX Convertible Notes, an event of default occurs when we (i) are in or may be deemed within the meaning of any applicable law to be, insolvent or unable to pay our debts; and (ii) are in default in the due performance of any undertaking, condition or obligation on our part to be performed in accordance with the ASX Convertible Notes or such deed and has not rectified such default within 20 business days of being requested to do so in writing by a holder of the ASX Convertible Notes. As we have not redeemed the full amount under the ASX Convertible Notes at the Maturity Date, such failure constitutes an Event of Default pursuant to the terms of the ASX Convertible Notes. If we do not rectify such default with 20 business days of being requested to do so in writing by a holder of the ASX Convertible Notes, the noteholder may then elect to make a statutory demand on us, which would require us to repay such noteholder’s debt within the statutory period (currently 21 days). A failure to comply with the statutory demand may lead to the noteholder commencing winding up proceedings against us. As of the date of this Annual Report, there is no outstanding demand letter to us by any noteholder of the ASX Convertible Notes demanding repayment.
We plan to progressively pay down the outstanding balance of the ASX Convertible Notes as our financial capacity allows us to do so, while also maintaining sufficient funds on hand for our ongoing business operations. We are unlikely to repay an aggregate of A$130,000 due to a noteholder of the ASX Convertible Notes that is no longer in existence and that has since been deregistered as a corporation in Australia, and may need to allow the statute of limitations to expire before making any corresponding adjustment in our financial accounts.
Overview
Since our inception and through June 30, 2025, we have financed our operations and capital expenditures primarily through cash flows generated by operations and sales of our equity securities. From our inception in 2009 through to June 30, 2025, we have raised in excess of A$53 million of equity capital, which in the year ended June 30, 2025, included A$1.5 million in non-cash share based payments.
Comparison of the Years Ended June 30, 2025, and 2024
The following table shows our cash, accounts receivable and working capital as of the dates indicated:
| As at June 30, | ||||||||
2025 A$ | 2024 A$ | |||||||
| Cash and cash equivalents | 594,671 | 275,875 | ||||||
| Accounts receivable, net | 876,347 | 793,947 | ||||||
| Current liabilities | (1,776,580 | ) | (2,397,844 | ) | ||||
| Working capital (1) | 153,092 | (1,033,667 | ) | |||||
(1)Working capital is defined as current assets less current liabilities.
The table below presents our cash flows for the periods indicated:
| Years Ended June 30, | ||||||||
2025 A$ | 2024 A$ | |||||||
| Net cash used by operating activities | (688,667 | ) | (1,112,902 | ) | ||||
| Net cash used by investing activities | (1,875,775 | ) | (2,126,587 | ) | ||||
| Net cash from financing activities | 2,888,247 | 341,128 | ||||||
| Net increase / (decrease) in cash and cash equivalents | 323,805 | (2,898,361 | ) | |||||
| Net foreign exchange difference | (5,009 | ) | (464 | ) | ||||
Operating Activities
For the year ended June 30, 2025, net cash used in operating activities was A$688,667. This reflects a net loss of A$4,314,231 adjusted for non-cash items totaling A$4,004,394 and further impacted by a net cash outflow of A$378,830 from changes in working capital. Operating cash flows before movements in working capital of A$3,471,097 consisted of A$1,677,284 in depreciation and amortization expenses, A$96,006 in equity-settled employee benefits, A$100,734 from expected R&D tax incentive rebates, A$544,017 from capitalized R&D tax incentive rebates, A$370,869 from expected credit losses, A$5,595 in net foreign exchange gains, and A$1,422,547 share based payments to settle historical liabilities. Between June 30, 2022 and June 30, 2024, in order to preserve cash and to maintain compliance with the Nasdaq Capital Market listing requirement for minimum stockholders’ equity of $2.5 million, as outlined in Nasdaq Listing Rule 5550(b)(1), we converted A$1,634,982 outstanding debts into equity instruments in the form of 101,026 performance rights, with an aggregate fair value of A$1,337,835. A further A$499,982 was converted into 28,884 performance rights (with a fair value of A$472,498) as it related to the restitution of shares previously held by Gavin Burnett. Those shares were transferred to a third party in an effort to resolve claims made by that third party against us. However, in the year ended June 30, 2020, those claims were finally settled which led to those transferred shares being forfeited and cancelled. We did not meet the performance conditions of the performance rights, which had therefore expired on June 30, 2024. However, as the performance rights were issued in order to extinguish debt to assist us maintain listing compliance and to reinstate shares previously cancelled in the course of resolving a legal dispute with e third party, the independent directors considered these circumstances reasonable to view the treatment of these performance rights separately to those performance rights that had been issued in relation to employee remuneration. Accordingly, on November 26, 2024, the independent directors authorized the issue of 129,910 shares for no consideration. The fair value for these shares at the time of issue was A$1,422,547.
For the year ended June 30, 2024, net cash used in operating activities was A$1,112,902. This reflects a net loss of A$1,941,033 adjusted for non-cash items totaling A$1,021,001 and further impacted by a net cash outflow of A$192,870 from changes in working capital. Operating cash flows before movements in working capital of A$1,021,001 consisted of A$1,444,684 in depreciation and amortization expenses, A$29,314 from the disposal of intangible assets, A$53,420 from the acquisition of intangible assets, A$408,738 in share-based payments, A$36,600 from expected government rebates, A$272,236 from expected credit losses, A$3,485 in net foreign exchange losses and $1,047,436 from the expiry of unvested performance rights.
| 43 |
Investing Activities
For the year ended June 30, 2025, net cash used by investing activities was A$1,331,758, attributable to A$1,624,211 in cash payments for capitalized development costs, which was partially offset by A$544,016 R&D Tax Incentive received and cash payments for purchase of intellectual property of A$251,563.
For the year ended June 30, 2024, net cash used by investing activities was A$2,126,587, attributable to A$1,629,897 in cash payments for capitalized development costs, A$536,690 cash payments for purchase of intellectual property and A$40,000 in relation to the maturity of a term deposit.
Financing Activities
For the year ended June 30, 2025, net cash from financing activities was A$2,888,247, of which A$3,094,759 was from the issuance of shares, partially offset by A$77,844 from the net repayment of borrowings and A$128,668 reduction in leasing liabilities.
During the year, we also entered into an insurance premium funding arrangement resulting in a short term loan balance of A$178,181 as at June 30, 2025. The transaction did not result in the receipt of cash by us, as the lender directly settled the insurance premiums with the insurer. Accordingly, this represents a non-cash financing transaction recognized as a subrogated alibility and has been excluded from the statement of cash flows.
For the year ended June 30, 2024, net cash from financing activities was A$341,128, of which A$456,293 was from the issuance of shares, partially offset by A$30,000 from the net repayment of borrowings and A$85,165 reduction in leasing liabilities.
At The Market Offering Agreement with H.C. Wainwright & Co., LLC
On May 18, 2023, we entered into an at the market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, under which we may offer and sell, from time to time, through Wainwright, our ordinary shares pursuant to an effective shelf registration statement on Form F-3, as amended (File No. 333-272066), declared effective by the SEC on June 1, 2023 and related prospectus supplement. Wainwright acts as our sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq. If expressly authorized by us, Wainwright may also sell our ordinary shares in privately negotiated transactions. Wainwright is entitled to compensation at a fixed placement fee of 3.0% of the gross sales price of our ordinary shares made pursuant to the Sales Agreement. We have no obligation to sell any ordinary shares pursuant to the Sales Agreement, and may at any time suspend sales pursuant to the Sales Agreement. During the year ended June 30, 2025, we sold 273,530 ordinary shares under the Sales Agreement at a weighted average price of $7.69 per share, which resulted in net proceeds of approximately $2,029,678 (A$3,086,989) to us, after deducting sales commissions and expenses payable by us. Subsequent to June 30, 2025, we sold a further 69,728 ordinary shares under the Sales Agreement at a weighted average price of $7.38 per share, which resulted in net proceeds of approximately $531,805 (A$755,539) to us, after deducting sales commissions and expenses payable by us.
Together with our existing cash and cash equivalents, anticipated funds received from improved sales and cost savings from operations, including from a reduction in excess staffing requirements and technologies, we believe will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek additional funds at any time through equity, equity linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section of this Annual Report captioned “Risk Factors”. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.
ASX Convertible Notes
As of June 30, 2025, the outstanding balance of our unsecured convertible notes issued in 2015, including accrued and unpaid interest thereon, totaled A$249,100 (the “ASX Convertible Notes”). The ASX Convertible Notes had a maturity date of March 31, 2016, have a fixed repayment amount and are not accruing further interest. Of the A$249,100 in outstanding balance of the ASX Convertible Notes, an aggregate of A$130,000 in outstanding balance relates to a deregistered and defunct noteholder, and as such, we are unlikely to make repayments to. Pursuant to the ASX Convertible Notes, we are obligated to redeem each ASX Convertible Note that has not been redeemed, converted or is the subject of a conversion notice on the earlier of (i) the Maturity Date and (ii) the date of receipt by us of a written notice from a holder of the ASX Convertible Notes than an Event of Default (as defined in the ASX Convertible Notes) has occurred, in each case of (i) and (ii), by paying to the holder of the ASX Convertible Notes an amount equal to the applicable Maturity Redemption Value (as defined in the ASX Convertible Notes). The ASX Convertible Notes automatically convert to equity upon an ASX listing, however, as we are now listed on Nasdaq, we are unlikely to pursue an ASX listing. Accordingly, and pursuant to the terms of the ASX Convertible Notes, the ASX Convertible Notes can only be redeemed in cash at their face value plus interest.
Pursuant to the ASX Convertible Notes, an event of default occurs when we (i) are in or may be deemed within the meaning of any applicable law to be, insolvent or unable to pay our debts; and (ii) are in default in the due performance of any undertaking, condition or obligation on our part to be performed in accordance with the ASX Convertible Notes or such deed and has not rectified such default within 20 business days of being requested to do so in writing by a holder of the ASX Convertible Notes. As we have not redeemed the full amount under the ASX Convertible Notes at the Maturity Date, such failure constitutes an Event of Default pursuant to the terms of the ASX Convertible Notes. If we do not rectify such default with 20 business days of being requested to do so in writing by a holder of the ASX Convertible Notes, the noteholder may then elect to make a statutory demand on us, which would require us to repay such noteholder’s debt within the statutory period (currently 21 days). A failure to comply with the statutory demand may lead to the noteholder commencing winding up proceedings against us. As of the date of this Annual Report, there is no outstanding demand letter to us by any noteholder of the ASX Convertible Notes demanding repayment.
| 44 |
We plan to progressively pay down the outstanding balance of the ASX Convertible Notes as our financial capacity allows us to do so, while also maintaining sufficient funds on hand for our ongoing business operations. We are unlikely to repay an aggregate of A$130,000 due to a noteholder of the ASX Convertible Notes that is no longer in existence and that has since been deregistered as a corporation in Australia, and may need to allow the statute of limitations to expire before making any corresponding adjustment in our financial accounts.
We have not engaged in any off-balance sheet financing arrangements and do not have any holdings in variable interest entities. We do not have any contingent assets or liabilities.
Recently Issued Accounting Pronouncements
The Group has considered the implications of all new or amended Accounting Standards and Interpretations issued by the International Accounting Standard Board (IASB) that are mandatory for the current reporting period. The adoption of these standards do not have significant impact on the financial performance or position of the Group.
Any new amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Standards and Interpretations Issued but not yet Effective
At the date of authorization of the consolidated financial statements, the Group has not applied the following new and revised IFRS Accounting Standards, Australian Accounting Standards , Interpretations and amendments that have been issued but are not yet effective:
| New or revised requirement | Description | Effective | ||
| AASB 2014-10, IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associates or Joint Venture | 1 January 2025 | ||
| IFRS 9 and IFRS 7 | Classification and Measurement of Financial Instruments | 1 January 2026 | ||
| AASB 18 and IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
The amendments to the individual Standards may be applied early, separately from the amendments to the other Standards, where feasible.
We do not anticipate that the amendments will have a material impact on the Group but may change the disclosure of accounting policies included in the consolidated financial statements.
Contractual Obligations
Our future minimum payments under non-cancellable contracts were as follows as of June 30, 2025:
| Payment due by period | ||||||||||||||||||||
| Contractual Obligations | Total | Less than 1 year | 1–3 years | 3–5 years | More than 5 years | |||||||||||||||
| Short-Term Debt Obligations(1) | A$ | 427,280 | A$ | 427,280 | A$ | - | A$ | - | A$ | - | ||||||||||
| Lease Payments(2) | 215,632 | 151,716 | 63,916 | - | - | |||||||||||||||
| Purchase Obligations(3) | 46,372 | 46.372 | - | - | - | |||||||||||||||
| Total | A$ | 689,284 | A$ | 625,368 | A$ | 63,916 | A$ | - | A$ | - | ||||||||||
| (1) | Relate to unsecured notes which we would seek to repay. |
| (2) | We lease our corporate head office in Perth, Australia under an operating lease arrangement that expires November 20, 2026. The terms of the lease agreement provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods. |
| (3) | Amounts consist of purchase obligations with certain vendors to provide products and services for operating purposes. |
| 45 |
The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. Other than the right of use asset for the corporate head office, we have no capital lease obligations and all of our property, equipment and software have been purchased with cash.
We enter into agreements in the normal course of business with vendors for products and services for operating purposes which are cancellable at any time by us. These payments are not included in this table of contractual obligations.
Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rate risk.
Interest Rate Risk
As of June 30, 2025, we had cash and cash equivalents of A$594,671. We have limited exposure to interest rate risk. Our exposure to market interest rates relates primarily to short-term deposits. Our cash and cash equivalents are not locked into long-term deposits at fixed rates so as to mitigate the risk of earning interest below the current floating rate. We do not have any credit facilities bearing variable interest rates or that allow lenders to reset the interest rate or the basis for the interest rate. Our ASX Convertible Notes totaling A$249,100, have matured, have a fixed repayment amount (including accrued interest) and are not accruing further interest.
Foreign Currency Exchange Rate Risk
As a result of services provided by third parties in the United States, Canada and Europe, we incur financial assets and liabilities in foreign currency denominated transactions that are affected by movements in the applicable exchange rate. We do not enter into any hedging transactions, although trade receivables and cash at banks held in foreign currency denominations provide a partial natural hedge against liabilities to be settled in foreign currencies. We are primarily exposed to foreign exchange risk inherent in U.S. dollar-denominated contracts related to our commercialization and acquisition activities. As of June 30, 2025, and June 30, 2024, we had a net exposure to the U.S. dollar of A$651,521 and A$188,703, respectively, primarily in cash and cash equivalents. An appreciation of the Australian dollar against the U.S. dollar by 10% would have increased our operating loss for the year ended June 30, 2025 by A$121,898 and increased our operating loss for the year ended June 30, 2024 by A$850,400, while a depreciation would have decreased our operating loss for the year ended June 30, 2025 by A$10,677 and would have increased our operating loss by A$814,006 for the year ended June 30, 2024. As we continue our commercialization and acquisition activities, we expect to face continued exposure to exchange rate risk from the U.S. dollar. There was minimal or insignificant exposure to the Euro, Great British Pound or to the Canadian dollar during the years ended June 30, 2025, and 2024.
C. Research and Development, Patents and Licenses
As of the date of this Annual Report, we do not have any granted or issued patents or licenses, or any pending patents or licenses. We have continued research and development of our core technologies to further enhance its performance and extend their applicable commercial use cases. We receive R&D Tax Incentive rebates from the Australian government for eligible research and development expenditure.
D. Trend Information
The market for AI, including “chatbots”, machine learning, and generative AI workloads is an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to adapt to, and capture new spending, in this market. If more consumers utilize AI and AI-related technology to search for online content, or if we do not successfully integrate AI with our solutions and products or integrate AI with our solutions as rapidly or effectively as other competitors within our industry, search traffic volumes through traditional search engines may decline, and our solutions and products may not compete as effectively with AI or other available solutions, which may in turn have a negative impact on our business and financial condition.
Other than as disclosed in this section and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
E. Critical Accounting Estimates
Not applicable.
| 46 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. Directors and Senior Management
The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this Annual Report. The address for our directors and executive officers is c/o Locafy Limited, 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia.
| Name | Age | Position(s) | ||
| Gavin Burnett | 56 | Chief Executive Officer and Managing Director | ||
| Melvin Tan | 48 | Chief Financial Officer and Executive Director | ||
| Collin Visaggio | 64 | Chairman of the Board and Non-Executive Director | ||
| Ranko Matic | 57 | Non-Executive Director | ||
| John Chegwidden | 63 | Non-Executive Director |
There are no family relationships between any of our directors or members of senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management were selected to be a director or member of senior management.
Senior Management and Key Employees
Gavin Burnett, Chief Executive Officer and Managing Director
Mr. Burnett founded Locafy (f/k/a Moboom Limited) and has served as our Chief Executive Officer and Managing Director since 2009. Prior to 2009, Mr. Burnett has more than a decade of digital media experience and has held senior executive positions in ASX-listed media organizations where he was responsible for the development of core digital assets through to their commercialization. Mr. Burnett has been the recipient of numerous industry awards including WA Technology Product of the Year 2004 and twice finalist in Ernst & Young’s Entrepreneur of the Year 2003 & 2004. He holds a Bachelor of Commerce from Curtin University.
We believe Mr. Burnett is qualified to serve as a member of our board of directors because of his deep industry expertise, extensive leadership experience and intimate knowledge of our business, as well as his proved track record in founding, growing and commercializing technology ventures, which are instrumental to Locafy’s strategic direction and long-term success.
Melvin Tan, Chief Financial Officer and Executive Director
Mr. Tan has served as our Chief Financial Officer since May 2012 and served as a member of our board of directors since August 2016. Mr. Tan has held senior finance roles in technology companies for the majority of his career and has experience in growing businesses organically and through strategic acquisitions. Mr. Tan worked as a finance executive in both public and private companies as well as a public accounting firm. He is a Fellow Certified Practicing Accountant (FCPA), Fellow Governance Institute Australia (FGIA/FCIS) and holds Bachelor Degrees in Law and Commerce from The University of Western Australia (LLB, BCom).
We believe Mr. Tan is qualified to serve as a member of our board of directors because of his extensive experience in financial management and corporate governance, his expertise in growing technology businesses and his deep knowledge of Locafy’s operations, which support the board’s oversight and the Company’s strategic growth.
| 47 |
Non-Employee Directors
Collin Visaggio, Chairman of the Board and Non-Executive Director
Mr. Visaggio has served as a member of our board of directors and chairperson since August 2017. Mr. Visaggio has 35 years of experience in corporate leadership, strategy, financing and governance. He was formerly the Chief Financial Officer of InterOil Corporation, a company he listed on the New York Stock Exchange in March 2009. Collin previously held senior business positions within Woodside Petroleum and BP Australia. He also served on the board of directors of Santa Maria Ladies College from 2004 to March 2010, including as Chairman for four of those years. He has a Bachelor of Business from Curtin University and a Master’s Degree in Business Administration from Murdoch University.
We believe Mr. Visaggio is qualified to serve as a member of our board of directors because of his extensive experience in corporate leadership, capital markets and governance, as well as his proven track record in strategic planning and financial management, which strengthen the board’s oversight and supports the Company’s long-term growth.
Ranko Matic, Non-Executive Director
Mr. Matic has served as a non-executive director on our board of directors since June 2022. Mr. Matic is a Chartered Accountant with over 30 years of experience in financial and executive management, accounting, audit, business and corporate advisory. Mr. Matic is a director of a corporate management and advisory company based in Perth and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations. Mr. Matic is a non-executive director of Cosmo Metals Limited (ASX: CMO), Panther Metals Limited (ASX: PNT) and Cavalier Resources Limited (ASX: CVR) and formerly a non-executive director of Lycaon Resources Limited (ASX: LYN), Australia Gold & Copper Limited (ASX: AGC) and Argosy Minerals Limited (ASX: AGY).
We believe Mr. Matic is qualified to serve as a member of our board of directors because of his extensive experience in accounting, audit and corporate advisory, as well as his expertise in mergers and acquisitions, due diligence and valuations, which enhance the board’s financial oversight and strategic decision-making capabilities.
John Chegwidden, Non-Executive Director
Mr. Chegwidden is a Chartered Accountant with over 36 years of experience in corporate & business advisory, corporate governance & risk, financial management & accounting, corporate funding, IPO’s/RTO’s and shareholder management. Mr. Chegwidden holds a senior management role in a business & corporate advisory company based in Perth. Mr. Chegwidden has previously held executive director, non-executive director and company secretary positions on a number of ASX listed companies. He is presently a director of two Australia unlisted public companies, a director of an Australian not-for-profit company in the aged care sector and formerly a non-executive director of Adelong Gold Limited (ASX: ADG).
We believe Mr. Chegwidden is qualified to serve as a member of our board of directors because of his extensive experience in corporate governance, financial management and capital markets, along with his background in corporate advisory and board leadership roles, which strengthen the board’s oversight and strategic capabilities
The board of directors continually assesses its composition and skills matrix to consider the addition of board and management resources our business develops and grows.
We are aware of the need to have sufficient management to properly supervise our operations. As our activities require an increased level of involvement, the board of directors will look to appoint additional management, consultants or other contractors when and where appropriate to ensure proper management of our activities.
B. Compensation
Compensation Philosophy
The goal of our compensation program is to attract, retain and motivate our employees and executives. Our board of directors is responsible for setting our executive compensation and establishing corporate performance objectives. In considering executive compensation, the board strives to ensure that our total compensation is competitive within the industry in which we operate and supports our overall strategy and corporate objectives. The combination of base salary, annual incentives and long-term incentives that we provide our executive officers is designed to accomplish this. Our board of directors considers the implications of the risks associated with our compensation policies and practices. For additional details regarding the relevant education and experience of our board of directors see “Item 6—Directors, Senior Management and Employees—A. Directors and Senior Management”.
Components of Compensation Package
There are two major components of our executive compensation program:
| ● | base salary; and | |
| ● | variable-performance based compensation, consisting of: |
| ● | annual, discretionary cash bonuses based on a comparison of individual and corporate performance to pre-set goals and objectives; and | |
| ● | long-term incentives, consisting of grants of long-term stock performance rights. |
| 48 |
Executive Compensation Practices
The objective of the board of directors when determining compensation to be paid to our senior executives is to ensure that the level and form of compensation: (a) attracts and retains talented, qualified, experienced and effective executives consistent with the general sector; (b) motivates the short and long-term performance of these executives; (c) reflects our current state of development; (d) reflects our performance and financial status; (e) reflects individual performance; and (f) aligns the interests of the executives with our overall business objectives and the interests of our shareholders.
In addition to industry trends, the board of directors considers a variety of other factors it considers relevant and appropriate when assessing compensation policies and practices for director and executive compensation levels. These factors include the long-range interests of our business and our shareholders, the implications of the risks associated with our compensation policies and practices in light of our financial performance, our overall financial and operating performance and the board of directors’ assessment of each executive’s individual achievements, performance and contribution toward meeting corporate objectives.
Assessments to determine executive compensation are made through board discussion. To ensure our executive compensation is appropriate and competitive, the board of directors will typically review the compensation practices on an annual basis but may also conduct reviews on an ad hoc basis as the need arises. We have not retained any third-party advisors to conduct compensation reviews of our pay levels and practices. We aim to provide compensation that is competitive with companies at a similar stage of development; however, no formal benchmark group of companies is established.
We have adopted both short-term and long-term incentive plans. These plans are available to our directors, key employees, including officers, and consultants, as determined by our board of directors.
Base Salary
Base salaries for our named executive officers are evaluated and established to provide a reasonable amount of non-contingent remuneration in order to retain executives with experience and skills required to achieve our strategic and organizational goals. In determining base salaries, the board of directors references salary levels in the industry and location in which we operate, the individual’s experience level, the scope and complexity of the position held, and the level of expertise and capabilities demonstrated by and expected by the executive officers.
Bonuses
The board of directors considers, on an annual basis, discretionary cash bonuses to reward extraordinary performance during the preceding fiscal year which has led to our milestones, strategic transactions, or capital raising achievements. The discretionary bonuses are intended to provide a short-term incentive for executive officers to meet our goals, as well as to remain competitive within the industry. In determining whether a bonus will be awarded, the board of directors considers such factors as the executive’s performance over the past year, our achievements in the past year and the executive’s role in effecting such achievements, after taking into account our financial and operating performance.
The board of directors determines performance bonus payments based on the results achieved as compared to targets established for a particular fiscal year.
| 49 |
Variable-Performance Based Compensation
The board of directors considers long-term performance incentive awards and stock performance rights to be an important component of executive compensation. Under our Incentive Performance Rights Plan (the “Performance Rights Plan”) adopted by us, executive officers may be provided with long-term incentives consisting of grants of long-term stock performance rights. The objective of providing long-term incentives is to encourage our executive officers to acquire an ownership interest in us over a period of time, which is intended to align the interests of executive officers with the interests of shareholders while discouraging excessive risk taking. In granting long-term incentives, the board of directors considers past grants offered to executive officers under the Performance Rights Plan as well as other factors. The board of directors retains the discretion to declare who may be eligible to receive long-term stock performance rights and to, by resolution, amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any long-term stock performance rights granted under the Performance Rights Plan, including giving any amendment retrospective effect, amongst others. Continued service is attached to the vesting of the long-term stock performance rights, unless otherwise resolved by the board of directors.
Summary of Compensation
The following table provides information about the compensation awarded to, earned by or paid to each of our directors and executive officers for the year ended June 30, 2025.
| Short term | Post- employment | Other long term | Share-based payments | |||||||||||||||||||||||||||||
Salary & fees A$ | Cash bonus & non- monetary benefits A$ | Annual leave accrual(1) A$ | Super- annuation A$ | Long service leave accrual(2) A$ | Equity settled salary & fees A$ | Historical debt extinguishment & share restitution(3) A$ | Total A$ | |||||||||||||||||||||||||
| Non-Employee Directors | ||||||||||||||||||||||||||||||||
| Collin Visaggio | 53,334 | - | - | - | - | 26,666 | 182,092 | 262,092 | ||||||||||||||||||||||||
| Ranko Matic | 60,000 | - | - | - | - | - | - | 60,000 | ||||||||||||||||||||||||
| John Chegwidden | - | - | - | - | - | 69,340 | - | 69,340 | ||||||||||||||||||||||||
| Executive Officers and Directors | - | |||||||||||||||||||||||||||||||
| Gavin Burnett | 339,222 | - | (5,492 | ) | 9,554 | 15,601 | - | 485,731 | 844,616 | |||||||||||||||||||||||
| Melvin Tan | 213,846 | - | 10,123 | 24,592 | 6,468 | - | 579,520 | 834,549 | ||||||||||||||||||||||||
| Total | 666,402 | - | 4,631 | 34,146 | 22,069 | 96,006 | 1,247,343 | 2,070,597 | ||||||||||||||||||||||||
| (1) | Represents accounting adjustments for accrued annual leave. |
| (2) | In accordance with AASB 119 Employee Benefits, long service leave is classified as other long-term employee benefits. |
| (3) | See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Operating Activities”, and Note 30 to the consolidated financial statements to this Annual Report. |
| 50 |
Executive Employment, Consulting and Management Arrangements and Termination and Change in Control Benefits
Following is a summary description of material terms of compensation awarded to, earned by, paid or payable to our named executive officers pursuant to agreements or arrangements.
Gavin Burnett, Chief Executive Officer and Managing Director
On April 9, 2025, we entered into a new Executive Agreement with Gavin Burnett (the “Burnett Agreement”) pursuant to which Mr. Burnett is serving as our Chief Executive Officer and Managing Director. The Burnett Agreement will continue on an ongoing basis, unless terminated earlier in accordance with its terms. Pursuant to the Burnett Agreement, we will pay Mr. Burnett A$334,500 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Our Compensation Committee is yet to determine the composition of any short-term incentives, long term incentives or bonus entitlements to be awarded to Mr. Burnett.
The Burnett Agreement contains other terms and conditions considered standard for an agreement of this nature.
On January 1, 2020, we entered into an Executive Agreement with Gavin Burnett (the “Prior Burnett Agreement”). The Burnett Agreement continued on an ongoing basis, until the entry by us and Mr. Burnett into the Burnett Agreement, as described above. Pursuant to the Prior Burnett Agreement, we paid Mr. Burnett A$333,000 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Under the Prior Burnett Agreement, if certain short-term incentive milestones were achieved within the required time frame, Mr. Burnett was eligible to receive a percentage increase to his base salary. In addition, if 100 to 125 percent of certain Gross Revenue Targets (as defined in the Prior Burnett Agreement) were reached by certain dates, Mr. Burnett was eligible to receive increases to his base salary, as specified in the Prior Burnett Agreement.
Melvin Tan, Chief Financial Officer and Executive Director
On April 9, 2025, we entered into a new Executive Agreement with Melvin Tan (the “Tan Agreement”) pursuant to which Mr. Tan is serving as our Chief Financial Officer. The Tan Agreement will continue on an ongoing basis, unless terminated earlier in accordance with its terms. Pursuant to the Tan Agreement, we will pay Mr. Tan A$289,900 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Our Compensation Committee is yet to determine the composition of any short-term incentives, long term incentives or bonus entitlements to be awarded to Mr. Tan.
The Tan Agreement contains other terms and conditions considered standard for an agreement of this nature.
On January 1, 2020, we entered into an Executive Agreement with Melvin Tan (the “Prior Tan Agreement”). The Prior Tan Agreement continued on an ongoing basis until the entry into the Tan Agreement, as described above. Pursuant to the terms of the Prior Tan Agreement, we paid Mr. Tan A$222,000 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Under the Prior Tan Agreement, if certain short-term incentive milestones were achieved within the required time frame, Mr. Tan was eligible to receive a percentage increase to his base salary. In addition, if 100 to 125 percent of certain Gross Revenue Targets (as defined in the Prior Tan Agreement) was reached by certain dates, Mr. Tan was eligible to receive increases to his base salary, as specified in the Prior Tan Agreement.
| 51 |
C. Board Practices
Our board of directors currently consists of five directors. Our board of directors will facilitate its exercise of independent supervision over management by ensuring that a majority of its members are “independent”. Under our Constitution, at each annual general meeting, one-third of the directors, other than the Managing Director, or if their number is not a multiple of three, then the number nearest to one-third (rounded upwards in case of doubt) of the directors must retire. The following table provides the beginning and expiration of each director’s term as of June 30, 2025:
| Name | Beginning of Term | Expiration of Term | ||||
| Gavin Burnett (1) | N/A | N/A | ||||
| Melvin Tan | November 26, 2024 | At the 2026 annual general meeting | ||||
| Collin Visaggio | November 29, 2023 | At the 2025 annual general meeting | ||||
| Ranko Matic | December 28, 2022 | At the 2025 annual general meeting | ||||
| John Chegwidden | November 26, 2024 | At the 2026 annual general meeting |
| (1) | Appointed as Managing Director on April 23, 2009. |
Notwithstanding the above, no director, other than the Managing Director, shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The current Managing Director of the board of directors is Gavin Burnett.
A retiring director remains in office until the relevant shareholder meeting and will be eligible for re-election at that meeting.
Meetings of Directors
Our board of directors is responsible for our stewardship and for providing oversight as to the management of our business and affairs, including providing guidance and strategic oversight to management by, among other things:
| ● | appointing our Chief Executive Officer; | |
| ● | developing the corporate goals and objectives that our Chief Executive Officer is responsible for meeting, and reviewing the performance of our Chief Executive Officer against such corporate goals and objectives; | |
| ● | taking steps to satisfy itself as to the integrity of our Chief Executive Officer and other executive officers and that our Chief Executive Officer and other executive officers create a culture of integrity throughout the organization; | |
| ● | reviewing and approving our Code of Conduct and Ethics and reviewing and monitoring compliance with the Code of Conduct and Ethics and our enterprise risk management processes; | |
| ● | adopting a strategic planning process to establish objectives and goals for our business and reviewing, approving, and modifying, as appropriate, the strategies proposed by management to achieve such objectives and goals; and | |
| ● | reviewing and approving material transactions not in the ordinary course of business. |
| 52 |
Foreign Private Issuer Status
As of June 30, 2025, we had 3,002 record holders of our ordinary shares, with 363 record holders in Australia, representing 45.5% of our outstanding ordinary shares, 2,265 record holders in the United States, representing 32.1% of our outstanding ordinary shares and 374 record holders from other countries, representing 22.4% or our outstanding ordinary shares. Accordingly, we are a “foreign private issuer” under SEC and Nasdaq rules, which also exempts us, as well as our directors, executive officers and 10% shareholders, from certain requirements that apply to U.S. public companies and their directors, executive officers and 10% shareholders. See “Item 3. Key Information—D. Risk Factors—We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders.”
Board Committees
In light of our size and nature, we believe that the current size of the board of directors is a cost effective and practical method of directing and managing us. As our activities develop in size, nature and scope, the size of the board, the formation of board committees and the implementation of additional corporate governance policies and structures will be reviewed.
To assist with the effective discharge of its duties, our board of directors has established an Audit and Risk Committee. The Audit and Risk Committee operates under a charter approved by our board of directors, which sets forth the purposes and responsibilities of the Audit and Risk Committee as well as qualifications for committee membership, committee structure and operations and committee reporting to our board of directors
Audit and Risk Committee
The members of our Audit and Risk Committee are Collin Visaggio, Ranko Matic and John Chegwidden. Our board of directors has determined that each of Mr. Visaggio, Mr. Matic and Mr. Chegwidden satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit and Risk Committee is Collin Visaggio. Our board of directors has determined that each of Mr. Visaggio, Mr. Matic and Mr. Chegwidden is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit and Risk Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each member’s scope of experience and the nature of his or her employment.
The Audit and Risk Committee’s duties are specified in our Audit and Risk Committee Charter, and include, but are not limited to:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; | |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| ● | discussing the annual audited financial statements with management and the independent auditors; | |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| ● | reviewing and approving all proposed related party transactions; | |
| ● | annually reviewing and reassessing the adequacy of our Audit and Risk Committee Charter; | |
| ● | meeting separately and periodically with management and the independent auditors; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
| 53 |
Compensation Committee
We rely upon the exemption available to foreign private issuers under the Nasdaq listing rules with respect to the determination of the compensation of our Chief Executive Officer and other executive officers in lieu of forming a compensation committee consisting entirely of independent directors (or the determination of such compensation solely by the independent members of our board of directors). In lieu of a compensation committee, the remuneration of an executive director is decided by our board of directors, without the affected executive director participating in that decision-making process.
The total maximum remuneration of non-executive directors is initially set by the Constitution and subsequent variation is by ordinary resolution of shareholders in general meeting in accordance with the Constitution and the Corporations Act, as applicable. The determination of non-executive directors’ remuneration within that maximum will be made by the board of directors having regard to the inputs and value to us of the respective contributions by each non-executive director. The current amount has been set at an amount not to exceed A$300,000 per annum.
Where agreed by the board of directors, directors are also entitled to be paid reasonable travel, hotel and other expenses incurred by them respectively in or about the performance of their duties as directors.
A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to remove himself or herself from the meeting while discussions and voting with respect to the matter are taking place.
Our board of directors reviews and approves the remuneration policy to enable us to attract and retain executives and directors who will create value for shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant directors’ time, commitment and responsibility. Our board of directors is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.
Nominating Committee
Our board of directors does not have a nominating committee, as director nominees are presented by our board of directors to our shareholders based upon the nominations made by the board of directors itself. We rely upon the exemption available to foreign private issuers under the Nasdaq listing rules related to independent director oversight of nominations to our board of directors and the adoption of a formal written charter or board resolution addressing the nominations process.
| 54 |
Code of Conduct
We have adopted a Code of Conduct and Ethics applicable to all of our directors, officers and employees. We post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct and Ethics. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of, this Annual Report.
Monitoring Compliance with the Code of Conduct and Ethics
Our board of directors is responsible for reviewing and evaluating the Code of Conduct and Ethics periodically and will make any necessary changes thereto. Our board of directors is also charged with the monitoring of compliance with the Code of Conduct and Ethics and will be responsible for considering any waivers of the Code of Conduct and Ethics.
Interests of Directors
A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the Corporations Act regarding conflicts of interest and any material personal interest in a matter that relates to our affairs. Under the Corporations Act, we may be required to obtain approval of shareholders before providing certain financial benefits to directors, unless an exemption set out in the Corporations Act applies.
Complaint Reporting and Whistleblower Policy
In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our Code of Conduct and Ethics or any of our policies or any unethical or questionable act or behavior, the board of directors will adopt a whistleblower policy that requires that our employees promptly report such violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, our whistleblower policy will contain procedures that are aimed to facilitate confidential, anonymous submissions by our employees.
D. Employees
As of June 30, 2025, we had 18 staff, comprising employees and contractors. Of these staff 13 were employed in Australia, 4 in the Philippines and 1 in the United States. 14 of these staff were employed on a full time basis and 4 on a part time basis. These staff are engaged in technical development, sales and marketing, customer support, finance, legal, human resources and general management. We rely upon and engage consultants on a contract basis to provide services, management and personnel who assist us to carry on our technical development, administrative, shareholder communication and marketing activities.
E. Share Ownership
Information regarding the ownership of our ordinary shares by our directors and executive officers is set forth in “Item 7.A—Major Shareholders” of this Annual Report.
| 55 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. Major Shareholders
The following table indicates information as of the date of this Annual Report regarding the beneficial ownership of our ordinary shares for:
| ● | each person who is known by us to beneficially own 5% or more of our ordinary shares; | |
| ● | each named executive officer; | |
| ● | each of our directors; and | |
| ● | all of our directors and executive officers as a group. |
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules provide that beneficial ownership includes ordinary shares issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible within 60 days of September 30, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. As of June 30, 2025, we had 3,002 record holders of our ordinary shares, with 363 record holders in Australia, representing 45.5% of our outstanding ordinary shares, and 2,265 record holders in the United States, representing 32.1% of our outstanding ordinary shares. The address for our directors and executive officers is c/o Locafy Limited, 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia. As of June 30, 2025, there were 1,799,055 ordinary shares issued and outstanding.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Outstanding | |||||||
| Named Executive Officers and Directors: | |||||||||
| Gavin Burnett | 175,026 | 9.7 | % | ||||||
| Melvin Tan | 127,594 | 7.1 | % | ||||||
| Collin Visaggio | 65,260 | 3.6 | % | ||||||
| Ranko Matic | 1,930 | * | % | ||||||
| John Chegwidden | 3,676 | * | % | ||||||
| All Current Executive Officers and Directors as a Group (5 persons) | 373,486 | 20.8 | % | ||||||
| * | Represents beneficial ownership of less than 1% |
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date.
| 56 |
B. Related Party Transactions
Agreements with Executive Officers
Director and Senior Management Compensation
For a description of our agreements with our executive officers, please see “Item 6. Directors, Senior Management and Employees—B. Compensation”.
Indemnification Agreements
Our Constitution provides that, except to the extent prohibited by law including under the Corporations Act, we will indemnify every person who is or has been an officer of the Company against any liability (other than conduct involving a lack of good faith on the part of the officer) incurred by that person as an officer. This includes any liability incurred by that person in their capacity as an officer of our subsidiary where we requested that person to accept that appointment.
We have entered into Deeds of Indemnity, Insurance and Access (the “Indemnity Deeds”) with each of our directors. Under the Indemnity Deeds, we have agreed to indemnify (to the maximum extent permitted by law and our Constitution, subject to certain specified exceptions) each director against certain liabilities incurred in their capacity as our or our subsidiaries’ director and any and all costs and expenses relating to such a claim or to any notified event incurred by such director, including costs and expenses reasonably and necessarily incurred to mitigate any liability for such a claim or any claim which may arise from such a notified event.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
C. Interests of Experts and Counsel
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements” of this Annual Report for the consolidated financial statements and other financial information.
Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Dividend Policy
We have never declared or paid any dividends on our ordinary shares or any of our other securities. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness and other factors the board of directors deems relevant.
B. Significant Changes
A discussion of significant changes since June 30, 2025, is provided under Item 5 of this Annual Report and is incorporated herein by reference.
| 57 |
| ITEM 9. | THE OFFER AND LISTING |
A. Offer and Listing Details
Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively. There can be no assurance that our ordinary shares and warrants will remain listed on Nasdaq.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
| 58 |
| ITEM 10. | ADDITIONAL INFORMATION |
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We were incorporated on April 23, 2009 under the name Gumiyo Australia Pty Ltd. under the Corporations Act. On February 24, 2012 we changed our name to Moboom Limited and on January 14, 2021, we changed our name to Locafy Limited. The following description of the material terms of our Constitution is a summary and does not purport to be complete. It should be read in conjunction with our Constitution, attached as Exhibit 1.1 to this Annual Report, and certain sections of the Corporations Act.
Since we are governed by the laws of Australia, some of the laws affecting our shareholders differ from those of the United States. See “Item 3. Key Information—D. Risk Factors—’We are governed by the corporate laws of Australia which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control’”.
Australian law does not limit the authorized share capital that may be issued by a corporation and does not recognize the concept of par value. Subject to our Constitution, the Corporations Act, and the rules governing the listing of our securities on Nasdaq, our directors are entitled to issue shares in our capital, grant options over unissued shares, and settle the manner in which fractions of a share are to be dealt with. The directors may decide the persons to whom, and the terms on which, shares are issued or options are granted as well as the rights and restrictions that attach to those shares or options subject to our Constitution, the Corporations Act and the rules governing the listing of our securities on the Nasdaq.
Ordinary shares
Voting Rights
Each holder of our ordinary shares is entitled to receive notice of and to be present, to vote and to speak at general meetings. Subject to any rights or restrictions attached to any shares, on a show of hands each holder of ordinary shares present has one vote and, on a poll, one vote for each fully paid share held, and for each partly paid share, a fraction of a vote equivalent to the proportion to which the share has been paid up. Voting may be in person or by proxy, attorney or representative.
No business, the election of a chairman and the adjournment of the meeting, shall be transacted at any general meeting unless a quorum is present comprising two shareholders present in person, by proxy, attorney or representative.
Dividend Rights
Holders of our ordinary shares are entitled to receive such dividends as may be declared by the directors, subject to and in accordance with the Corporations Act, the rights of any preference shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend. If the directors determine that a final or interim dividend is payable, it is (subject to the terms of issue on any shares or class of shares) paid on all shares proportionate to the amount for the time being paid on each share. Dividends may be paid by cash, electronic transfer, or any other method as the board determines.
The directors have the power to capitalize and distribute the whole or part of the amount from time to time standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to shareholders, subject to any rights or restrictions for the time being attached to any class or class of shares. The capitalization and distribution must be in the same proportions which the shareholders would be entitled to receive if distributed by way of a dividend.
Subject to the rules of Nasdaq, the directors may pay a dividend out of any fund or reserve or out of profits derived from any source.
| 59 |
Variation of Class Rights
The Corporations Act provides that if a company has a constitution that sets out the procedure for varying or cancelling rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with the procedure.
The rights attached to our ordinary shares may only be varied with the consent in writing of members holding at least three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. Any variation of rights will be subject to the Corporations Act.
Rights of Non-Resident or Foreign Shareholders
There are no specific limitations in the Corporations Act which restrict the acquisition, ownership, or disposal of shares in an Australian company by non-resident or foreign shareholders. The Foreign Acquisitions and Takeovers Act 1975 (Cth) regulates investment in Australian companies and may restrict the acquisition, ownership, and disposal of our ordinary shares by non-resident or foreign shareholders.
Below is a reconciliation of the number of ordinary shares outstanding from June 30, 2024 through June 30, 2025:
Number of Ordinary shares | ||||
| Ordinary shares outstanding at June 30, 2024 | 1,382,185 | |||
| Shares issued from capital raises | 273,530 | |||
| Share based payments | 13,430 | |||
| Shares issued to extinguish debt | 101,026 | |||
| Shares issued to reinstate shares previously cancelled | 28,884 | |||
| Ordinary shares outstanding at June 30, 2025 | 1,799,055 | |||
Rights and Restrictions on Classes of Shares
Subject to the Corporations Act, rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that any of our ordinary shares may be issued with preferred, deferred or other special rights or restrictions, whether in relation to dividends, voting, return of share capital, payment of calls or otherwise as the board may determine from time to time. Except as provided by contract or by our Constitution to the contrary, all unissued shares are under the control of the board which may grant options on the ordinary shares, allot or otherwise issue the ordinary shares on the terms and conditions and for the consideration it deems fit. Currently our outstanding share capital consists of only one class of ordinary shares.
Dividend Rights
The board may from time to time determine to pay dividends to shareholders. All unclaimed dividends may be invested or otherwise made use of by the board for our benefit until claimed or otherwise disposed of in accordance with our Constitution, except as otherwise provided by statute.
Voting Rights
Under our Constitution, each holder of our ordinary shares is entitled to receive notice of and to be present, to vote and to speak at general meetings. Subject to any rights or restrictions attached to any shares, on a show of hands each holder of ordinary shares present has one vote and, on a poll, one vote for each fully paid share held, and for each partly paid share, a fraction of a vote equivalent to the proportion to which the share has been paid up.
Under Australian law, shareholders of a public company with more than one member are not permitted to approve corporate matters by written consent. Our Constitution does not provide for cumulative voting.
| 60 |
Pursuant to the Corporations Act, our board of directors must convene a general meeting if requested to do so by shareholders with at least 5% of the votes that may be cast at the general meeting or members with at least 5% of the votes that may be cast at a general meeting may call, and arrange to hold, a general meeting.
Generally, only items of business included in the relevant notice of meeting (or any supplementary notice) would be considered and voted on at general meetings.
Right to Share in our Profits
Subject to the Corporations Act (which contains no overriding provisions as of the filing of this Annual Report) and pursuant to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. The board may from time to time determine to pay dividends to the shareholders.
Rights to Share in the Surplus in the Event of Liquidation
Our Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation. In certain circumstances, any division may be otherwise than in accordance with the legal rights of the contributories, and in particular, our creditors and any other class of security holders may be given preferential or special rights or may be excluded altogether or in part from participation in a surplus in the event of liquidation.
If our business is wound up, the liquidator may, with the authority of a special resolution, divide among the shareholders in kind the whole or any part of our property of, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders.
The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability.
Redemption Provisions
Under our Constitution and subject to the Corporations Act (which contains no overriding provisions as of the date of filing of this Annual Report) we are able to:
| ● | redeem and cancel ordinary shares, subject to obtaining the necessary and prior shareholder approval; and | |
| ● | issue preference shares on the terms that they are, or may at our option be, liable to be redeemed, with or without shareholder approval. |
Shareholders’ Meetings
We must hold an annual general meeting within five months of the end of each fiscal year. Our end of fiscal year is currently June 30 each year. At the annual general meeting, shareholders typically consider the annual financial report, directors’ report and auditor’s report and vote on matters, including the election of directors and the appointment of the auditor (if necessary). We may also hold other meetings of shareholders from time to time. The annual general meeting must be held in addition to any other meetings which we may hold.
Unless applicable law or our Constitution requires a special resolution, a resolution of shareholders is passed if more than 50% of the votes at the meeting are cast in favor of the resolution by shareholders in person or proxy entitled to vote upon the relevant resolution. A special resolution is passed if the notice of meeting sets out the intention to propose the special resolution and it is passed if at least 75% of the votes at the meeting are cast by shareholders in person or proxy entitled to vote upon the relevant resolution.
| 61 |
A special resolution usually involves more important questions affecting us as a whole or the rights of some or all of our shareholders. Special resolutions are required in a variety of circumstances under our Constitution and the Corporations Act, including without limitation:
| ● | to change our name; | |
| ● | to amend or repeal and replace our Constitution; | |
| ● | to approve the terms of issue of preference shares; | |
| ● | to approve the variation of class rights of any class of shareholders; | |
| ● | to convert one class of shares into another class of shares; | |
| ● | to approve certain buy backs of shares; | |
| ● | to approve a selective capital reduction of our shares; | |
| ● | to approve financially assisting a person to acquire our shares; | |
| ● | to change our company type; | |
| ● | with the leave of an authorized Australian court, to approve our voluntary winding up; | |
| ● | to confer on a liquidator, with either general or specific authority in respect of compensation arrangements of such liquidator; and | |
| ● | to approve an arrangement entered into between a company about to be, or in the course of being, wound up. |
Corporate Governance
Our Constitution
Our constituent document is a constitution, which is similar in nature to the by-laws of a company incorporated under the laws of a U.S. state. Our Constitution does not provide for or prescribe any specific objectives or purposes of Locafy. Our Constitution is subject to the terms of the Corporations Act. Our Constitution may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.
Directors
Interested Directors
Except where permitted by the Corporations Act, a director who has a material personal interest in a matter that is being considered at a meeting of directors must not be present while the matter is being considered at the meeting or vote on that matter.
Unless a relevant exception applies under the Corporations Act, our directors are:
| ● | required to disclose all their and their associates’ holdings of our securities, any and all dealings in any of those securities and certain other interests; and | |
| ● | required to obtain prior shareholder approval of any provision of related party benefits to any of those directors or their associates. |
| 62 |
Borrowing Powers Exercisable by Directors
Pursuant to our Constitution, the management and control of our business affairs are vested in our board of directors, subject to the Constitution and the Corporations Act. The board of directors has the power to raise or borrow money. The board of directors may also charge any of our property or business or any uncalled capital and may issue debentures or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in the manner and on terms it deems fit.
Retirement of Directors
Under our Constitution, at each annual general meeting one-third of the directors, other than the Managing Director, or if their number is not a multiple of three, then the number nearest to one-third (rounded upwards in case of doubt) of the directors must retire.
Notwithstanding the above, no director, other than the Managing Director, shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election.
A retiring director remains in office until the relevant shareholder meeting and will be eligible for re-election at that meeting.
Access to and Inspection of Documents
Inspection of our records is governed by our Constitution and the Corporations Act. Any shareholder of the Company has the right to inspect or obtain copies of our share register on the payment of any prescribed fee required by us. Our books containing the minutes of general meetings will be kept at our registered office and will be open to inspection of members at all times when the office is required to be open to the public. Generally other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders (who are not directors). Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.
Takeovers – Change of Control
Takeovers of Australian public companies, such as Locafy, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a company if the acquisition will lead to that person’s or someone else’s voting power in the company increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.
Generally, a person will have a relevant interest in securities if the person:
| ● | is the holder of the securities; | |
| ● | has power to exercise, or control the exercise of, a right to vote attached to the securities; or | |
| ● | has the power to dispose of, or control the exercise of a power to dispose of, the securities, including any indirect or direct power or control. |
If, at a particular time, a person has a relevant interest in issued securities and the person:
| ● | has entered or enters into an agreement with another person with respect to the securities; | |
| ● | has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition); | |
| ● | has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; | |
| ● | the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised; or | |
| ● | the other person is taken to already have a relevant interest in the securities. |
| 63 |
There are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general terms, some of the more significant exceptions include:
| ● | acquisition relating to takeover bids; | |
| ● | when shareholders approve the takeover by resolution passed at general meeting; | |
| ● | an acquisition by a person of no more than 3% in any 6 month period; or | |
| ● | when the acquisition results from the issue of securities under a pro rata rights issue. |
Breaches of the takeovers provisions of the Corporations Act are criminal offenses. The Australian Securities and Investment Commission (“ASIC”) and the Australian Takeovers Panel have a wide range of powers relating to breaches of takeover provisions, including the ability to make orders canceling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities. There are certain defenses to breaches of the takeover provisions provided in the Corporations Act.
Foreign Ownership Regulation
There are no limitations on the rights to own securities imposed by our Constitution. However, the Foreign Acquisitions and Takeovers Act 1975 (Cth) and Foreign Acquisitions and Takeovers Regulations 2015, (together, “Australia’s Foreign Investment Regime’), regulates certain types of acquisitions by ‘foreign persons’ of equity interests in Australian companies and acquisitions and proposed acquisitions of shares and voting power in Australian companies.
Under Australia’s Foreign Investment Regime, as currently in effect, foreign persons must make a mandatory notification to the Australian Federal Treasurer through the Foreign Investment Review Board (“FIRB”) and obtain receipt of a no objections notification from the Australian Federal Treasurer in the following circumstances (among others):
| ● | all foreign persons acquiring a ‘direct interest’ (generally an interest of 10% or more) of the shares in a company that is a ‘national security business’, regardless of value; | |
| ● | ‘foreign government investors’ acquiring a direct interest in the share of any company, regardless of value; and | |
| ● | ‘foreign persons’ that are not ‘foreign government investors’ acquiring a substantial interest (generally 20% or more) of the shares in a company which has a total asset value of A$339 million or more (or A$1,464 million or more in the case of investors incorporated in the US and ultimately owned by entities and persons within the US). |
At present, we do not have total assets of A$339 million and we are not a ‘national security business’.
An entity is a ‘foreign government investor’ if it is:
| ● | a foreign government or separate government entity; or | |
| ● | a corporation, trust or limited partnership in which foreign government entities/separate government entities/ from: |
| ○ | a single country, together with associates, hold (directly or indirectly) an interest of 20% or more (including through actual or potential voting power); or | |
| ○ | multiple countries, together with associates, hold (directly or indirectly) interests of 40% or more in aggregate (including through actual or potential voting power) – provided the interest holders do not meet certain passive investor requirements. |
| 64 |
Acquisitions thresholds take account of interests held by ‘associates’ and there are tracing rules that can apply. “Associates” is a broadly defined term under Australia’s Foreign Investment Regime and includes:
| ● | spouses, lineal ancestors and descendants, and siblings; | |
| ● | partners, officers of companies, the company or its subsidiaries; | |
| ● | their shareholders related through substantial shareholdings or voting power; | |
| ● | corporations whose directors are controlled by the person, or who control a person; | |
| ● | associations between trustees and substantial beneficiaries of trust estates; and | |
| ● | for foreign government investors, any foreign government investor from the same country. |
The Australian Federal Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition if the Australian Federal Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian company in contravention of Australia’s Foreign Investment Regime, the Australian Federal Treasurer may order the divestiture of such person’s shares or interest in shares in such company. The Australian Federal Treasurer may order divestiture pursuant to Australia’s Foreign Investment Regime if it is determined that the acquisition has resulted in that foreign person, either alone or together with other non-associated or associated foreign persons, controlling the company and that such control is contrary to the national interest. Criminal offences and civil penalties for breaches of Australia’s Foreign Investment Regime can apply to failing to give notification of certain acquisitions, undertaking certain acquisitions without a no objection notification or contravening a condition in a no objection notification.
Each foreign person seeking to acquire holdings in excess of the above caps (including their Associates, as the case may be) would need to complete an application form setting out the proposal and relevant particulars of the acquisition/shareholding. The Australian Federal Treasurer then has 30 days to consider the application and a further 10 days to notify the applicant of that decision. The decision period commences upon receipt of payment of the correct application fee. However, FIRB can request an extension of time. If the applicant does not consent to the extension, FIRB can issue an interim order preventing the foreign person from carrying out the proposed transactions and allowing FIRB a further 90 days to consider the application.
If we become a ‘foreign person’ under Australia’s Foreign Investment Regime due to levels of foreign ownership of our shares, we would be required to obtain the approval of the Australian Federal Treasurer for us, together with our associates, to undertake certain acquisitions of Australian entities, businesses and land.
C. Material Contracts
For a description of our material agreements, see “Item 4. Information on the Company—B. Business Overview”.
D. Exchange Controls
See “Item 10. Additional Information—B. Memorandum and Articles of Association—Foreign Ownership Regulation”.
E. Taxation
| 65 |
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of ordinary shares and IPO Warrants by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our ordinary shares and IPO Warrants pursuant to this Annual Report and hold such ordinary shares and IPO Warrants as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold our ordinary shares and IPO Warrants as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of our ordinary shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules under Section 451(b) of the Code, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of our ordinary shares and IPO Warrants that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (i) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (ii) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds our ordinary shares and IPO Warrants, the U.S. federal income tax consequences relating to an investment in our ordinary shares and IPO Warrants will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of our ordinary shares and IPO Warrants. Persons considering an investment in our ordinary shares and IPO Warrants should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our ordinary shares and IPO Warrants, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
Passive Foreign Investment Company Consequences
In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income”, (the “PFIC income test”), or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income (the “PFIC asset test”). Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Section 1298(a)(4) of the Code provides that to the extent provided in regulations, if any person has an option to acquire stock in a PFIC, such stock shall be considered as owned by such person. Certain proposed regulations provide rules for treatment of options to acquire stock in a PFIC. It is not currently known if, when or the extent to which such proposed regulations will be finalized and become effective. The discussion below assumes that regulations relating to options to acquire PFIC stock will become effective and would apply to the IPO Warrants. Each prospective investor is urged to consult with its own tax advisor about the tax consequences of holding IPO Warrants if we are classified as a PFIC.
| 66 |
Although we do not believe that we will be a PFIC for the tax year ending June 30, 2025, our determination is based on an interpretation of complex provisions of the law, which are not addressed in a significant number of administrative pronouncements or rulings by the Internal Revenue Service (the “IRS”). Accordingly, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may continue to hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our ordinary shares, which may fluctuate considerably, we may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status.
If we are a PFIC in any taxable year during which a U.S. Holder owns our ordinary shares and IPO Warrants, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our ordinary shares and IPO Warrants, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our ordinary shares and IPO Warrants, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our ordinary shares and IPO Warrants. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, as ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are a PFIC for any year during which a U.S. Holder holds our ordinary shares and IPO Warrants, we must generally continue to be treated as a PFIC with respect to that holder for all succeeding years during which the U.S. Holder holds our ordinary shares and IPO Warrants, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our ordinary shares and IPO Warrants. If the election is made, the U.S. Holder will be deemed to sell our ordinary shares and IPO Warrants it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s ordinary shares and IPO Warrants would not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares and IPO Warrants and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the ordinary shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.
If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our ordinary shares if such U.S. Holder makes a valid “mark-to-market” election for our ordinary shares. A mark-to-market election is available to a U.S. Holder only for “marketable stock”.
Our ordinary shares will be marketable stock as long as they remain listed on the Nasdaq and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our ordinary shares held at the end of such taxable year over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such our ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in our ordinary shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.
| 67 |
A mark-to-market election will not apply to our ordinary shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for our ordinary shares.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or QEF, election. Because at this time we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a valid QEF election, prospective investors should assume that a QEF election will not be available.
Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our ordinary shares and IPO Warrants, the consequences to them of an investment in a PFIC, any elections available with respect to our ordinary shares and IPO Warrants and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the ordinary shares and IPO Warrants of a PFIC.
Distributions
Subject to the discussion above under “Passive Foreign Investment Company Consequences”, a U.S. Holder that receives a distribution with respect to our ordinary shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ordinary shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on our ordinary shares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.
Dividends paid by a “qualified foreign corporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided certain requirements are met. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “Passive Foreign Investment Company Consequences”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.
| 68 |
A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (b) with respect to any dividend it pays on our ordinary shares that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Australia for purposes of, and are eligible for the benefits of, the U.S.-Australia Treaty, although there can be no assurance in this regard. Further, the IRS has determined that the U.S.-Australia Treaty is satisfactory for purposes of the qualified dividend rules and that it includes an exchange of information provision. Therefore, subject to the discussion above under “Passive Foreign Investment Company Consequences”, if the U.S.-Australia Treaty is applicable, such dividends will generally be “qualified dividend income” in the hands of individual U.S. Holders, provided that certain conditions are met, including holding period and the absence of certain risk reduction transactions. In addition, it is anticipated that our ordinary shares will qualify for the exception applicable to dividends from stock that is readily tradable on an established securities market.
Sale, Exchange or Other Disposition of our Ordinary Shares and IPO Warrants
Subject to the discussion above under “Passive Foreign Investment Company Consequences”, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares and IPO Warrants in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in our ordinary shares and IPO Warrants. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, our ordinary shares and IPO Warrants were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder from the sale or other disposition of our ordinary shares and IPO Warrants generally will be gain or loss from sources within the United States for U.S. foreign tax credit purposes.
Exercise or Lapse of an IPO Warrant
Subject to the PFIC rules described above and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss on the exercise of a warrant and related receipt of an ordinary share, except to the extent that cash is received in lieu of the issuance of a fractional ordinary share.
A U.S. Holder’s initial tax basis in the ordinary share received on the exercise of a warrant should be equal to the sum of (i) the U.S. Holder’s tax basis in the warrant plus (ii) the exercise price paid by the U.S. Holder on the exercise of the warrant. A U.S. Holder’s holding period for ordinary shares received on exercise of an IPO Warrant will commence on the date following the date of exercise of the IPO Warrant and will not include the period during which the U.S. Holder held the warrant.
The U.S. federal income tax treatment of a cashless exercise of warrants into ordinary shares is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a warrant described in the preceding paragraph.
Due to the absence of clear authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance as to the tax treatment that would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of our IPO Warrants.
| 69 |
The exercise of an IPO Warrant for ordinary shares generally will not be a taxable event for the exercising U.S. Holder. A U.S. Holder will have a tax basis in the ordinary shares received on exercise of an IPO Warrant equal to the sum of the U.S. Holder’s tax basis in the IPO Warrant surrendered, reduced by any portion of the basis allocable to a fractional share, plus the exercise price of the IPO Warrant. A U.S. Holder generally will have a holding period in ordinary shares acquired on exercise of an IPO Warrant that commences on the date of exercise of the IPO Warrant.
Medicare Tax on Net Investment Income
Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8% U.S. federal income tax on all or a portion of their “net investment income,” which generally includes dividends (and constructive dividends) on the securities and net gains from the disposition of ordinary shares or IPO Warrants. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the Medicare tax to them.
Information Reporting and Backup Withholding
U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our ordinary shares and IPO Warrants, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than $100,000 for our ordinary shares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.
Dividends on and proceeds from the sale or other disposition of our ordinary shares and IPO Warrants may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate United States taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.
U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR UNITS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
CERTAIN AUSTRALIAN FEDERAL INCOME TAX CONSIDERATIONS
In this section, we discuss the material Australian income tax, stamp (or transfer) duty and goods and services tax considerations related to the acquisition, ownership and disposal by the absolute beneficial owners of the ordinary shares. It is based upon existing Australian tax law as of the date of this registration statement, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax-exempt organizations). In addition, this summary does not discuss any non-Australian or state tax considerations, other than transfer duty.
| 70 |
Prospective investors are urged to consult their tax advisors regarding the Australian and non-Australian income and other tax considerations of the acquisition, ownership and disposition of the ordinary shares. This summary is based upon the premise that the holder is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment (referred to as a “Non-Australian Holder” in this summary).
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Australian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.
Non-Australian residents may be liable to pay Australian tax on income derived from Australian sources. One mechanism by which that tax is paid (for non-residents who have no permanent establishment or fixed base in Australia or where the income is not connected with a permanent establishment or fixed base) is known as withholding tax. Dividends paid by a resident Australian company to a resident of the United States of America who is entitled to the benefits of the Australia/US double tax treaty and is beneficially entitled to the dividends are subject to withholding tax at the rate of 15% to the extent the dividends are ‘unfranked’. The rate of withholding tax on dividends is normally 30%, but since the United States has concluded a double tax treaty agreement with Australia, the rate is reduced to 15% where the benefits of the treaty apply. It should be noted, however, that under Section 128B(3) of the Income Tax Assessment Act 1936 (Cth), to the extent that dividends paid to non-residents have been franked (generally where a company pays tax itself), such dividends are exempt from withholding tax. “Franked dividends” is the expression given to dividends when the profits out of which those dividends are paid have been taxed at company level and such tax is allocated to the dividend. Accordingly, an Australian company paying fully franked dividends to a non-resident is not required to deduct any withholding tax. Dividends on which withholding tax has been paid are generally not subject to any further Australian tax. In other words, the withholding tax should represent the final Australian tax liability in relation to those dividends.
The pertinent provisions of the double tax treaty between Australia and the United States provide that dividends are primarily liable for tax in the country of residence of the beneficial owner of the dividends. However, the source country, in this case Australia, may also tax them, but in such case the tax will be limited to 15% if the benefits of the treaty apply. Where the beneficial owner is a United States resident corporation that directly holds at least 10% of the voting power in us, the tax will be limited to 5%. The 15% limit does not apply to dividends derived by a resident of the United States of America who has a permanent establishment or fixed base in Australia, if the holding giving rise to the dividends is effectively connected with that establishment or base. Such dividends are taxed on a net assessment basis as business income or independent personal services income as the case may be.
We have not paid any cash dividends since our inception, and we do not anticipate the payment of cash dividends in the foreseeable future. See “Item 8.A. Financial Statements and Other Financial Information—Dividend Policy”.
A Non-Australian Holder will not generally be subject to capital gains tax in Australia as the Non-Australian Holder is unlikely to have an indirect interest in Australian real property. An indirect interest in Australian real property will only occur where more than 50% of the market value of our assets are attributable to Australian real property.
Dual Residency
If an investor were a resident of both Australia and the United States under those countries’ domestic taxation laws, that investor may be subject to tax as an Australian resident. If, however, the shareholder is determined to be a United States resident for the purposes of Australia/US double tax treaty, the Australian tax applicable would be limited by the Australia/US double tax treaty. Shareholders should obtain specialist taxation advice in these circumstances.
Transfer Duty
Any transfer of shares through trading on the Nasdaq should not be subject to transfer duty.
| 71 |
Inheritance and Estate Taxes in Australia
Australia does not have estate or death duties. Generally, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by beneficiaries, may, however, give rise to a capital gains tax liability.
Goods and Services Tax
The issue or transfer of shares will not incur Australian goods and services tax and does not require a stockholder to register for Australian goods and services tax purposes.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We maintain a corporate website at www.locafy.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report. We also make available on our website’s investor relations page at www.investor.locafy.com, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information contained on our website is not incorporated by reference in this Annual Report. See also Item 10. Additional Information—B. Memorandum and Articles of Association—Access to and Inspection of Documents”.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Quantitative and Qualitative Disclosure about Market Risk”.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Not applicable.
| 72 |
PART II
| ITEM 13. | Defaults, Dividend Arrearages and Delinquencies |
None.
| ITEM 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
A. - D. Material Modifications to the Rights of Security Holders
Not applicable.
E. Use of Proceeds
Not applicable.
| ITEM 15. | Controls and Procedures |
A. Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. Based on such evaluation, particularly given the size and nature of our Company, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were not effective.
As a result of lacking an effective accounting review process, we had to restate the Prior Financial Statements. In preparing our consolidated financial statements as of and for the years ended June 30, 2025, and 2024, we identified material weaknesses in our internal control over financial reporting. As a result of lacking an effective accounting review process, material adjustments were made to the consolidated financial statements for the fiscal year ended June 30, 2024, in order to be in conformity with IFRS Accounting Standards. We also identified a material weakness relating to insufficient review of non-routine and judgmental transactions and inadequate controls over share-based payment accounting, which led to inadequate controls over financial statement closing process. Additionally, material adjustments were made to the consolidated financial statements for the last fiscal year in order to confirm with IFRS Accounting Standards. These material weaknesses resulted in identified material misstatements to the consolidated financial statements, and the prior consolidated financial statements being restated. As a result of these material weaknesses, the Company’s management, under the supervision of the Audit Committee and with participation of our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of June 30, 2025. We also identified a significant deficiency relating to insufficient written policies and procedures for accounting and financial reporting which led to an inadequate financial statement closing process.
B. Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm
Our management, including the Chief Executive Officer and the Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS Accounting Standards, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
Our internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures.
Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025. In conducting this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessment, management has concluded that our internal control over financial reporting was not effective as of June 30, 2025.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has concluded that we did not maintain effective disclosure controls and procedures due to the material weakness in internal control over financial reporting which existed at that date, relating to the documentation of accounting policies and procedures, particularly relating to the correct application of complex accounting measures.
| 73 |
C. Attestation Report of the Registered Public Accounting Firm.
Not applicable.
D. Changes in Internal Control Over Financial Reporting
The measures that we are undertaking to remediate the material weakness in internal control over financial reporting have and will include: (a) hiring qualified financial and IT personnel, to manage the implementation of internal control policies and procedures; (b) developing and implementing written policies and procedures for accounting and financial reporting that meet the standards applied to public companies listed in the United States; and (c) conducting internal control training to management, key operations personnel and the accounting department, so that management and relevant personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S. securities laws. We believe we have made progress in accordance with our remediation plan even though the material weaknesses will not be considered remediated until we have completed implementing the necessary additional applicable controls and operate with them for a sufficient period of time to allow management and our auditors to concluded that these controls are operating effectively.
We cannot determine when our remediation plan will be fully completed and we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.
| ITEM 16. | [Reserved] |
| ITEM 16A. | Audit Committee Financial Expert |
Our board of directors has determined that Collin Visaggio, independent Chairperson of our Audit and Risk Committee, Ranko Matic and John Chegwidden, independent directors serving on our Audit and Risk Committee, each possesses specific accounting and financial management expertise and that both are “audit committee financial experts” as defined by the rules of the SEC.
Mr. Visaggio is a Fellow of the Australian Society of Certified Practicing Accountants and is a member of the Australian Institute of Company Directors. He has a Bachelor of Business Degree from Curtin University, Bentley, Western Australia and a Master of Business Administration (MBA) degree from Murdoch University, Murdoch, Western Australia. While completing his MBA, he won the Alcoa Australia prize for top student in Strategic Management and he has also attended the Stanford Senior Executive Program (SEP) in Management at Stanford University, Stanford, California.
Mr. Visaggio has had experience in senior business positions within Woodside Petroleum and BP Australia. Mr. Visaggio was at Woodside Petroleum from March 1988 until July 2005, with his final position being Manager, Compliance and Business for the Africa Business Unit, and prior position as Manager, Commercial and Planning for the Gas Business Unit. Prior to this and during his 17 years with Woodside, he was Deputy Chief Financial Officer, and Financial Analyst and Planning Manager within the Corporate Finance Unit.
Mr. Matic is a Chartered Accountant with over 31 years of experience in financial and executive management, accounting, audit, business and corporate advisory. Mr. Matic is a director of a chartered accounting firm and a corporate management and advisory company based in Perth and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations.
Mr. Chegwidden is a Chartered Accountant with over 36 years of experience in corporate & business advisory, corporate governance & risk, financial management & accounting and capital raisings. Mr. Chegwidden holds a senior management role in a business & corporate advisory company based in Perth.
| ITEM 16B. | Code of Ethics |
We believe in strict adherence to the highest standards of business ethics and responsibility. We have adopted a Code of Conduct and Ethics applicable to all of our directors, officers and employees. We post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct and Ethics. Our Code of Conduct and Ethics may be accessed, free of charge, at https://investor.locafy.com/governance-overview. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.
Our board of directors is responsible for reviewing and evaluating the Code of Conduct and Ethics periodically and will make any necessary changes thereto. Our board of directors is also charged with the monitoring of compliance with the Code of Conduct and Ethics and will be responsible for considering any waivers of the Code of Conduct and Ethics.
| 74 |
| ITEM 16C. | Principal Accountant Fees and Services |
A. Audit Fees
On February 10, 2025, pursuant to section 329(5) of the Corporations Act 2001 (Cth) (Corporations Act) and the Australian Securities and Investments Commission’s consent to the resignation, Grant Thornton Audit Pty Ltd (“Grant Thornton”) resigned as our independent registered public accounting firm. Grant Thornton’s resignation was due to commercial reasons and in tandem with Grant Thornton’s rotational requirements, and not in connection with any disagreements (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of 1934, as amended (“Regulation S-K”) and the related instructions to Item 304 of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
On February 10, 2025, in connection with the resignation of Grant Thornton, we engaged BDO Audit Pty Ltd. (“BDO”) as our independent registered public accounting firm for the fiscal year ended June 30, 2025, effective immediately. During the year ended June 30, 2024, and the subsequent interim period through February 10, 2025, neither us nor anyone on our behalf consulted with BDO regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that BDO concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The following sets forth the aggregate fees billed for each of the last two fiscal years for professional fees to each principal accountant for the audit of the annual financial statements or for services normally provided by the accountant in connection with statutory and regulatory filings or engagements for each of those fiscal years. Fees for the fiscal year ended June 30, 2024, were incurred and paid to Grant Thornton, our prior independent registered public accounting firm. Fees for the fiscal year ended June 30, 2025, included fees incurred and paid to Grant Thornton as well as fees incurred and paid to BDO, our current independent registered public accounting firm.
| Fiscal year ended June 30, 2025 | ||||
| Grant Thornton | A$ | 149,174 | ||
| BDO | A$ | 137,700 | ||
| Total fiscal year ended June 30, 2025 | A$ | 286,874 | ||
| Fiscal year ended June 30, 2024 | A$ | 147,770 |
Audit fees consists of fees for professional services rendered by each principal independent registered public accountant for the audit related work connected to annual financial statements, review of interim financial statements for each of those fiscal years.
B. Audit-Related Fees
The following sets forth additional aggregate fees to those reported under “Audit Fees” in each of the last two fiscal years that were provided by each principal accountant that are reasonably related to the performance of the audit or review of the financial statements:
| Fiscal year ended June 30, 2025 | ||||
| Grant Thornton | A$ | 15,000 | ||
| BDO | A$ | - | ||
| Total fiscal year ended June 30, 2025 | A$ | 15,000 | ||
| Fiscal year ended June 30, 2024 | A$ | 20,045 |
Audit-related fees consists of fees for assurance and related services by our principal independent registered public accountant that are reasonably related to the performance of the auditor review of our financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include fees related to our public offering, and not reported under Audit Fees.
C. Tax Fees
The following sets forth the aggregate fees billed in each of the last two fiscal years for professional services rendered by each principal accountant for tax compliance, tax advice and tax planning:
| Fiscal year ended June 30, 2025 | - | ||||
| Fiscal year ended June 30, 2024 | - |
D. All Other Fees
The following sets forth the aggregate fees billed in each of the last two fiscal years for products and services provided by each principal accountant not described above, including advisory services related to our Interactive Data File (XBRL information):
| Fiscal year ended June 30, 2025 | - | ||||
| Fiscal year ended June 30, 2024 | - |
E. Audit Committee Pre-Approval Policies and Procedures
Our Audit and Risk Committee pre-approves our engagement of BDO to render audit or non-audit services in terms of its non-audit services policy. All of the services described above were approved in terms of our delegation of authority framework and the Audit and Risk Committee’s policy on non-audit services.
| ITEM 16D. | Exemptions from the Listing Standards for Audit Committees |
Not applicable.
| ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
None.
| 75 |
| ITEM 16F. | Change in Registrant’s Certifying Accountant |
On February 10, 2025, pursuant to section 329(5) of the Corporations Act 2001 (Cth) (Corporations Act) and the Australian Securities and Investments Commission’s consent to the resignation, Grant Thornton Audit Pty Ltd (“Grant Thornton”) resigned as the independent registered public accounting firm the Company. Grant Thornton’s resignation was due to commercial reasons and in tandem with Grant Thornton’s rotational requirements, and not in connection with any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The reports of Grant Thornton regarding the Company’s consolidated financial statements for the fiscal years ended June 30, 2024, and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports for the fiscal years ended June 30, 2024, and 2023 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern. During the fiscal years ended June 30, 2024 and 2023, and through February 10, 2025, the date of Grant Thornton’s resignation, there were (a) no disagreements between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to such disagreement in its reports and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
On February 10, 2025, in connection with the resignation of Grant Thornton, following approval by the Audit Committee, the Company engaged BDO Audit Pty Ltd. (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2025, effective immediately. In connection with the engagement, BDO will audit the Company’s consolidated financial statements for the year ended June 30, 2025. During the Company’s most recent fiscal year ended June 30, 2024, and the subsequent interim period through February 10, 2025, neither the Company nor anyone on its behalf has consulted with BDO regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
| ITEM 16G. | Corporate Governance |
We are incorporated under the laws of Australia. Our governing document is our Constitution. We have additionally implemented a corporate governance framework guided by The Corporate Governance Principles and Recommendations (4th Edition), as published by the Australian Securities Exchange’s Corporate Governance Council.
We qualify as a “foreign private issuer” as defined in Section 405 of the Securities Act. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, the members of our board of directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules, to the extent applicable.
The foreign private issuer exemption also permits us to follow home country corporate governance practices or requirements instead of certain Nasdaq listing requirements, including the following exemptions upon which we rely:
| ● | an exemption from the requirement that our independent directors meet regularly in executive sessions under Nasdaq listing rules. The Corporations Act does not require the independent directors of an Australian company to have such executive sessions. | |
| ● | an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq listing rules. In compliance with Australian law, our Constitution provides that two shareholders present, in person or by proxy, attorney or a representative, shall constitute a quorum for a general meeting. Nasdaq listing rules require that an issuer provide for a quorum as specified in its by-laws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding voting ordinary shares. | |
| ● | an exemption from the requirement to disclose third-party director and director nominee compensation under Nasdaq listing rules. The Corporations Act does not have a similar requirement. |
See “Item 6. Directors, Senior Management and Employees—C. Board Practices” for additional information.
| ITEM 16H. | Mine Safety Disclosure |
Not applicable.
| ITEM 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not applicable.
| ITEM 16J. | INSIDER TRADING POLICIES |
We
have
A copy of our Insider Trading Policy us attached as Exhibit 11.1 to this Annual Report on Form 20-F.
| ITEM 16K. | CYBERSECURITY |
| 76 |
Our Research and Development Managers are responsible for the day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. The individuals currently serving in these roles are experienced in infrastructure management.
Below are processes we use to prevent, detect, remediate and mitigate cybersecurity incidents:
| ● | roles and permissions follow the Principle of Least Privilege where staff only have access to our technology and services required to complete their day-to-day activities. | |
| ● | all passwords for critical systems meet minimum complexity requirement standards. | |
| ● | multi-factor authentication (MFA) is enforced on all critical systems and access points. | |
| ● | servers and databases are updated with the latest versions of relevant operating systems and applications with long-term support (LTS) as a minimum requirement. | |
| ● | all systems are regularly updated with the latest software patches. | |
| ● | all servers and client public traffic is encrypted using HTTPS with access controlled by reputable external authentication providers. | |
| ● | servers are configured with automatic backup procedures running daily with a retention period of 14 days. | |
| ● | access to servers and databases requires a strong password and an encrypted key that is unique to individual users. Access to these services is limited to strictly necessary personnel. | |
| ● | suspicious IP Throttling enabled (Auth0), protecting accounts against high-velocity attacks that target multiple user accounts from a single IP address. | |
| ● | brute-force Protection enabled (Auth0), safeguarding against brute-force attacks that target a single user account. | |
| ● | all source code is stored externally on a reputable third-party repository provider using private repositories and limited access to development staff. | |
| ● | proprietary software is peer-reviewed to ensure quality and consistency while reducing potential bugs and issues. | |
| ● | proprietary software is tested before release using end-to-end testing, scenario testing and unit testing methods. | |
| ● | proprietary software dependency updates are identified, updated and tested in line with software release cycles. | |
| ● | in-house software follows release lifecycles flowing through development, stage and production servers. | |
| ● | web services are hosted on a reputable third-party provider that provides SSL/HTTPS encryption, DDoS protection and Bot mitigation. | |
| ● | services can be recovered using readily available software, existing data backups, source code repositories and leveraging third-party hosting providers. |
We undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including periodic risk reviews.
| 77 |
PART III
| ITEM 17. | Financial Statements |
Not applicable.
| ITEM 18. | Financial Statements |
See our consolidated financial statements beginning on page F-1, which are filed as part of this Annual Report and incorporated herein by reference.
| ITEM 19. | EXHIBITS |
| Exhibit No. | Description | |
| 1.1 | Constitution of Locafy Limited, as currently in effect (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 2.1 | Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on October 11, 2023. | |
| 2.2 | Constitution of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 2.3 | Form of Deed Poll Constituting Convertible Loan Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 2.4 | Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 2.5 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 2.6 | Form of Convertible Note Deed (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 2.7 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 2.8 | Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 4.1*# | Executive Agreement, dated April 9, 2025, by and among Locafy Limited (f/k/a Moboom Limited) and Gavin Burnett. | |
| 4.2# | Company Performance Rights Plan (as of July 16, 2021) (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 4.3 | Form of Deed of Access, Insurance and Indemnity (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). |
| 78 |
| 4.4 | Lease Agreement, by and between Landville Pty Ltd and Victor Vlahos as trustee for the Victor Vlahos Family trust and Locafy Limited (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022). | |
| 4.5*# | Executive Agreement, dated April 9, 2025, by and among Locafy Limited (f/k/a Moboom Limited) and Melvin Tan. | |
| 4.6 | Form of Warrant Agency Agreement, by and between Computershare Inc. and Computershare Trust Company, N.A., and Locafy Limited (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 4.7 | At The Market Offering Agreement, dated May 18, 2023, by and between Locafy Limited and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form F-3, filed with the SEC on May 19, 2023). | |
| 8.1 | List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration on Form F-1/A, filed with the SEC on March 7, 2022). | |
| 11.1 | Insider Trading Policy of Locafy Limited (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F filed with the SEC on November 12, 2025). | |
| 12.1* | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a). | |
| 12.2* | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a). | |
| 13.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 13.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 15.1* | Consent of BDO Audit Pty Ltd, an Independent Registered Public Accounting Firm. | |
| 15.2* | Consent of Grant Thornton Audit Pty Ltd, an Independent Registered Public Accounting Firm. | |
| 97.1 | Compensation Recovery Policy of Locafy Limited (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F filed with the SEC on November 12, 2025). | |
| 101.INS* | Inline XBRL Instant Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBLR Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104* | Cover Page Interactive Data File – (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
Certain schedules and/or exhibits have been omitted in accordance with the instructions to Item 19 of Form 20-F. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC or its staff upon request.
| 79 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| LOCAFY LIMITED | ||
November 12, 2025 |
By: | /s/ Gavin Burnett |
| Name: | Gavin Burnett | |
| Title: | Chief Executive Officer | |
| 80 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| Report
of Independent Registered Public Accounting Firm (BDO Audit Pty Ltd, Sydney Australia PCAOB ID:# |
F-2 | |
| Report of Prior Independent Registered Public Accounting Firm (Grant Thornton Audit Pty Ltd, Perth, Australia PCAOB ID:# 2233) | F-3 | |
| Consolidated statements of profit or loss and other comprehensive income | F-4 | |
| Consolidated statements of financial position | F-5 | |
| Consolidated statements of changes in equity | F-6 | |
| Consolidated statements of cash flows | F-7 | |
| Notes to consolidated financial statements | F-8 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Locafy Limited
Subiaco, Western Australia, Australia
Opinion on Consolidated Financial Statements
Substantial doubt about the Company’s ability to continue as a going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3.2 to the consolidated financial statements, the Company suffered losses from operations, incurred operating cash outflows and is reliant on future capital raises. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3.2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/
|
|
| We have served as the Company’s auditor since 2025. | |
| November 11, 2025 |
| F-2 |
REPORT OF PRIOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Locafy Limited
Opinion on the financial statements
We have audited the consolidated statement of financial position of Locafy Limited and subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The 2024 financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3.2 to the 2024 financial statements, the Company incurred a net loss of $1,941,033 during the year ended June 30, 2024, and as of that date, the Company’s incurred operating cash outflows of $1,112,902. These conditions, along with other matters as set forth in Note 3.2, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Restatement of Previously Issued Consolidated Financial Statements
As discussed in Note 32 “Restatement of 30 June 2024 balances” to the 2024 consolidated financial statements, the Company has restated its consolidated financial statements for the year ended June 30, 2024, to correct certain misstatements.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON AUDIT PTY LTD
We have served as the Company’s auditor from 2021 to 2024.
Perth, Western Australia
November 12, 2024, except for the effects of the restatement discussed in Note 31 to the consolidated financial statements, as to which the date is August 22, 2025.
| F-3 |
Locafy Limited
Consolidated statement of profit or loss and other comprehensive income for the years ended 30 June 2025, 30 June 2024 and 30 June 2023
| Consolidated Group | ||||||||||||||
| Notes | 2025 A$ | 2024 (As Restated) | 2023 A$ | |||||||||||
| Revenue | 5 | |||||||||||||
| Other income | 6 | |||||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ||||||||
| Employee benefits expense | ( | ) | ( | ) | ( | ) | ||||||||
| Share based payments expense | 30 | ( | ) | ( | ) | |||||||||
| Occupancy expense | ( | ) | ( | ) | ( | ) | ||||||||
| Marketing expense | ( | ) | ( | ) | ( | ) | ||||||||
| Consultancy expense | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | 8 | ( | ) | ( | ) | ( | ) | |||||||
| Depreciation and amortization expense | ( | ) | ( | ) | ( | ) | ||||||||
| Expected credit loss expense | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange gain / (loss) | ( | ) | ||||||||||||
| Financial expenses | 8 | ( | ) | ( | ) | ( | ) | |||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | 9 | |||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income: | ||||||||||||||
| Items that will be reclassified subsequently to profit and loss | ||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ||||||||||
| Total comprehensive income/(loss) for the year | ( | ) | ( | ) | ( | ) | ||||||||
| Earnings per share | ||||||||||||||
| Basic loss per share | 25 | ( | ) | ( | ) | ( | ) | |||||||
| Diluted loss per share | 25 | ( | ) | ( | ) | ( | ) | |||||||
This statement should be read in conjunction with the notes to the consolidated financial statements.
| F-4 |
Locafy Limited
Consolidated statement of financial position
As at 30 June 2025
| Consolidated Group | ||||||||||
| Notes | 2025 A$ | 2024 (As Restated) | ||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | ||||||||||
| Trade and other receivables | 10 | |||||||||
| Other assets | 11 | |||||||||
| Total current assets | ||||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 13 | |||||||||
| Right of use assets | 14 | |||||||||
| Intangible assets | 15 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 16 | |||||||||
| Borrowings | 17 | |||||||||
| Provisions | 18 | |||||||||
| Accrued expenses | 19 | |||||||||
| Lease liabilities | 14 | |||||||||
| Contract and other liabilities | 20 | |||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities | 14 | |||||||||
| Provisions | 18 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Net assets | ||||||||||
| Equity | ||||||||||
| Issued capital | 21 | |||||||||
| Reserves | 22 | |||||||||
| Accumulated losses | 23 | ( | ) | ( | ) | |||||
| Total equity | ||||||||||
This statement should be read in conjunction with the notes to the consolidated financial statements.
| F-5 |
Locafy Limited
Consolidated statement of changes in equity
for the years ended 30 June 2025, 30 June 2024 and 30 June 2023
| Consolidated | Notes | Issued capital | Foreign currency translation reserve | Share based payments and other reserve | Convertible note reserve | Accumulated losses | Total | |||||||||||||||||||
| A$ | A$ | A$ (As Restated) | A$ | A$ (As Restated) | A$ (As Restated) | |||||||||||||||||||||
| Balance at 1 July 2022 | ( | ) | ||||||||||||||||||||||||
| Loss for the year | 23 | ( | ) | ( | ) | |||||||||||||||||||||
| Exchange difference on translation of foreign operations | 22 | ( | ) | ( | ) | |||||||||||||||||||||
| Total comprehensive income/(loss) for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Issue of ordinary shares | 21 | |||||||||||||||||||||||||
| Share issue transaction costs | 21 | ( | ) | ( | ) | |||||||||||||||||||||
| Issue of performance rights | 22 | |||||||||||||||||||||||||
| Transfer to accumulated losses on historical expiry of share options | 22 | ( | ) | |||||||||||||||||||||||
| Transfer to accumulated losses on historical conversion of notes | 22 | ( | ) | |||||||||||||||||||||||
| Balance at 30 June 2023 | ( | ) | ||||||||||||||||||||||||
| Balance at 1 July 2023 | ( | ) | ||||||||||||||||||||||||
| Loss for the year | 23 | ( | ) | ( | ) | |||||||||||||||||||||
| Exchange difference on translation of foreign operations | 22 | |||||||||||||||||||||||||
| Total comprehensive income/(loss) for the year | ( | ) | ( | ) | ||||||||||||||||||||||
| Issue of ordinary shares | 21 | |||||||||||||||||||||||||
| Share issue transaction costs | 21 | ( | ) | ( | ) | |||||||||||||||||||||
| Share based payments | 22 | |||||||||||||||||||||||||
| Issue of performance rights | 22 | |||||||||||||||||||||||||
| Expiry of performance rights | 32 | ( | ) | ( | ) | |||||||||||||||||||||
| Transfer to accumulated losses on forfeited performance rights | 22 | ( | ) | |||||||||||||||||||||||
| Balance at 30 June 2024 | ( | ) | ||||||||||||||||||||||||
| Balance at 1 July 2024 | ( | ) | ||||||||||||||||||||||||
| Loss for the year | 23 | ( | ) | ( | ) | |||||||||||||||||||||
| Exchange difference on translation of foreign operations | 22 | ( | ) | ( | ) | |||||||||||||||||||||
| Total comprehensive income/(loss) for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Share issue, At The Marketing Offering | 21 | |||||||||||||||||||||||||
| Share issue transaction costs | 21 | ( | ) | ( | ) | |||||||||||||||||||||
| Share issue, debt extinguishment | 30 | |||||||||||||||||||||||||
| Share issue, share restitution | 30 | |||||||||||||||||||||||||
| Share based payments, director fees | 22 | ( | ) | |||||||||||||||||||||||
| Share based payments, asset acquisition | 22 | |||||||||||||||||||||||||
| Transfer to accumulated losses on expiry of performance rights | 30 | ( | ) | |||||||||||||||||||||||
| Balance at 30 June 2025 | ( | ) | ||||||||||||||||||||||||
This statement should be read in conjunction with the notes to the consolidated financial statements.
| F-6 |
Locafy Limited
Consolidated statement of cash flows
for the years ended 30 June 2025, 30 June 2024 and 30 June 2023
| Consolidated Group | ||||||||||||||
| Notes | 2025 A$ | 2024 A$ | 2023 A$ | |||||||||||
| Cash flows from operating activities | ||||||||||||||
| Receipts from customers (inclusive of GST) | ||||||||||||||
| Payments to suppliers and employees (inclusive of GST) | ( | ) | ( | ) | ( | ) | ||||||||
| R&D Tax Incentive & other grants | ||||||||||||||
| Financial cost | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash used by operating activities | 24 | ( | ) | ( | ) | ( | ) | |||||||
| Cash flows from investing activities | ||||||||||||||
| Capitalized development costs | ( | ) | ( | ) | ||||||||||
| Purchase of intellectual property | ( | ) | ( | ) | ( | ) | ||||||||
| Purchase of property, plant and equipment | ( | ) | ||||||||||||
| Maturity of term deposit | ||||||||||||||
| Net cash used by investing activities | ( | ) | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from issue of shares | 21 | |||||||||||||
| Transaction costs on the issuance of shares | ( | ) | ( | ) | ( | ) | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash from financing activities | ||||||||||||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ( | ) | ||||||||||
| Net foreign exchange difference | ( | ) | ( | ) | ||||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||||||||
| Cash and cash equivalents at the end of the year | ||||||||||||||
This statement should be read in conjunction with the notes to the consolidated financial statements.
| F-7 |
Notes to the consolidated financial statements
1. General information
Locafy Limited (“Company” or “Locafy”) is a limited liability company incorporated in Australia. Its registered office and principal place of business is 246 Churchill Avenue, Subiaco, Western Australia. Locafy’s ordinary shares are listed on the Nasdaq Stock Exchange.
The principal activities of the consolidated entity during the year ended 30 June 2025 were the continued commercialization of Locafy’s developed technologies.
Locafy offers an automated online marketing platform delivered via a Software-as-a-Service (SaaS) model, focused on improving search engine visibility. Its core strength lies in proprietary “Entity-Based” SEO technology, which enables faster and more prominent ranking on search engine results pages (SERPs) compared to traditional solutions. This technology supports both traditional search and newer AI search optimization, helping businesses increase online visibility and attract relevant consumer traffic. The Group generates revenue through subscriptions, advertising and services.
2. Application of new and revised Accounting Standards
New and revised standards that are effective for these consolidated financial statements
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations that are mandatory for the current reporting period. The adoption of these standards did not result in a material impact on the Group’s consolidated financial statements.
Impact of standards issued but not yet applied
At the date of authorization of the consolidated financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective:
| New or revised requirement | Description | Effective | ||
| AASB 2014-10, IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associates or Joint Venture | 1 January 2025 | ||
| IFRS 9 and IFRS 7 | Classification and Measurement of Financial Instruments | 1 January 2026 | ||
| AASB 18 and IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
The amendments to the individual Standards may be applied early, separately from the amendments to the other Standards, where feasible.
We do not anticipate that the amendments will have a material impact on the Group but may change the disclosure of accounting policies included in the consolidated financial statements.
3. Material accounting policies
3.1 General information
The consolidated financial statements cover Locafy Limited as a consolidated entity consisting of Locafy Limited and the entity it controlled at the end of, or during, the year. The consolidated financial statements are presented in Australian dollars, which is Locafy Limited’s functional and presentation currency.
| F-8 |
A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the consolidated financial statements. The consolidated financial statements were authorized for issue, in accordance with a resolution of directors, on 11 November 2025.
3.2 Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These consolidated financial statements also comply with IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’).
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Consolidated Entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4.
Parent entity information
In accordance with the Corporations Act, these consolidated financial statements present the results of the Consolidated Entity only. Supplementary information about the parent entity is disclosed in Note 33.
Going concern basis
The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business. The directors believe that it is reasonably foreseeable that the consolidated group will continue as a going concern, and that it is appropriate to adopt the going concern basis in the preparation of the financial report, after consideration of the factors noted within this report.
The
Group incurred a net loss after tax of $
As
at 30 June 2025, the Group had a cash and cash equivalents balance of $
| F-9 |
The Group’s ability to continue as going concerns and to pay their debts as and when they fall due is dependent on generating additional revenues from its operations, managing all costs in line with management’s forecasts and, raising further capital. These conditions indicate that there is substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As a result, the Group may be unable to realize its assets and discharge its liabilities and commitments in the normal course of business and at the amount stated in the financial report.
Management have prepared a cash flow forecast on this basis which indicates that the Group will have sufficient cash flows to meet minimum operating overheads and committed expenditure requirements for the 12 month period from the date of signing the financial report if they are successful in meeting those forecasts and after consideration of the following factors:
| ● | regular review of management accounts and cash flow forecast, incorporating expected cash inflows from sales and collection of trade receivables; | |
| ● | close supervision by management of both its operating costs and corporate overheads; | |
| ● | sales pipeline continues to grow and the Group is confident of achieving further sales growth across a number of existing and new customers and different product offerings; | |
| ● | subsequent
to balance date, the Group has raised a further US$ | |
| ● | the Group has the ability to raise an additional US$, under an established At-The-Market share sale facility; and | |
| ● | the ability to raise additional capital, if required. |
At the date of this report, based on current data and projections available, the Directors are of the opinion that there are reasonable grounds to expect that the Group’s operational and financial performance will improve and will be able to continue as a going concern. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of any asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.
3.3 Reclassification of prior period amounts
Certain comparative amounts in the prior year consolidated financial statements have been reclassified to conform with the current year’s presentation and to provide greater transparency and consistency. These reclassifications relate solely to the presentation of line items and do not affect previously reported net loss, net assets, or cash flows.
The key reclassifications are as follows:
| ● | Share-based payment expense – Amounts previously included within “Employee benefits expense” have been presented separately in the statement of profit or loss and other comprehensive income to enhance transparency of share-based payment costs; | |
| ● | Foreign exchange gain/(loss) – Prior year amounts relating to foreign exchange differences were previously included within “Other expenses” or “Other Income”. These have been reclassified to “Foreign exchange gain/(loss)” to align with the current year presentation and improve comparability (see Notes 6 and 8); and | |
| ● | Goods and services tax (GST) receivable – Amounts previously included in “Trade and other receivables” has been reclassified to “Trade and other payables” to present a net payable amount to provide a more consistent classification with the current year presentation (see Notes 10 and 16). |
| F-10 |
3.4 Revenue
Overview
Revenue arises mainly from the sale of digital marketing solutions and associated services. To determine whether to recognize the revenue, the Company follows a 5-step process:
| 1. | Identifying the contract with a customer. | |
| 2. | Identifying performance obligations. | |
| 3. | Determining the transaction price. | |
| 4. | Allocating the transaction price to the performance obligations. | |
| 5. | Recognizing revenue when/as performance obligations are satisfied. |
The Company often enters into transactions involving a range of the Company’s products and services, for example for the delivery of software and related implementation services.
In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.
Revenue is recognized either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.
The Company recognizes contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position (see Note 20). Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognizes either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.
Consideration received can be variable in nature, based upon customer usage in excess of contractually agreed units. The variable consideration is included in the transaction price at the company’s best estimate, using either an expected value or most likely outcome, whichever provides the best estimate and is included in revenue to the extent that it is highly probable that there will be no significant reversal of the cumulative amount of revenue when any price uncertainty is resolved.
| F-11 |
Revenue from products and services
Subscriptions
Revenues from the sale of product licenses are recognized during the period in which the subscription is made available to our customers for use. The SaaS and related support revenue (if any) is recognized over time, being the subscription period, as the customer simultaneously receives and consumes the benefit of accessing product licenses.
Access to the product license is not considered distinct from other performance obligations, as access to any product license alone does not allow the customer to obtain substantially all the benefits of the access, and is therefore accounted for as a single performance obligation.
Advertising
We own and operate a network of more than 60 million web pages. The vast majority of these web pages are related to business directories; however, we are focused on increasing the number of article web pages as the content for these types of web pages a generally more “rich” and therefore more engaging for readers. In situations where a web page is published for free (i.e. non-sponsored content) we may choose to monetize those pages through advertising placements. Advertising revenue is generally derived on a Pay-Per-Impression or similar basis and recognized during the period in which the advertisements are published (ie at a point in time).
Services
Where the Company provides services which involve developing a customer-specific website design or implementing a solution, in such cases, revenue is recognized during the period in which the professional services were delivered or upon the achievement of agreed performance obligations (ie. At a point in time).
3.5 Foreign currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (A$), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.
3.6 Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
When the grant relates to costs that are capitalized (eg having met the recognition criteria under AASB 138 Intangible Assets) the grant is deducted from the carrying amount of the capitalized asset and amortized over the expected useful life of the related asset. When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments.
3.7 Employee benefits
A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, when it is probable that settlement will be required and they are capable of being measured reliably.
| F-12 |
Liabilities recognized in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Liabilities recognized in respect of long-term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or service received, except where that fair value cannot be estimated reliably, in which case they are measured at their fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
3.9 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years, and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reported period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
| F-13 |
3.10 Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is recognized so as to write off the cost or valuation of assets less their residual values over their useful lives, using the diminishing value method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The following useful lives are applied:
| Class of fixed asset | Depreciation rate | |
| Leasehold improvements | ||
| IT equipment | ||
| Other equipment |
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
In the case of right-of-use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses.
3.11 Intangible assets other than goodwill
Research and development
Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development is recognized if, and only if, all of the following have been demonstrated:
| ● | the technical feasibility of completing the intangible asset so that it will be available for use or sale; | |
| ● | the intention to complete the intangible asset and use or sell it; | |
| ● | the ability to use or sell the intangible asset; | |
| ● | how the intangible asset will generate probable future economic benefits; | |
| ● | the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and | |
| ● | the ability to measure reliably the expenditure attributable to the intangible asset during its development. |
The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost, less accumulated amortization and accumulated impairment losses.
Research and development tax incentives
The Group accounts for refundable Research and Development (R&D) tax incentives received under the Australian Government’s R&D Tax Incentive scheme as government grants, in accordance with AASB 120 Accounting for Government Grants and Disclosure of Government Assistance.
Recognition of the R&D tax incentive occurs when there is reasonable assurance that the entity will comply with the conditions attached to the grant and the grant will be received. The grant is recognized in profit or loss on a systemic basis over the periods in which the related R&D costs are incurred, to match the benefit of the grant with the costs it is intended to compensate.
Where R&D costs are expensed, the grant income is recognized as other income in the same period. Where R&D costs are capitalized (have met the recognition criteria under AASB 138 Intangible Assets), the grant is deducted from the carrying amount of the capitalized asset and amortized over the useful life of the asset.
| F-14 |
Trademarks
Trademarks are recognized at cost of acquisition and amortized over their useful lives. They have a finite life and are reported at cost less accumulated amortization and accumulated impairment losses.
Databases
Databases are recognized at cost of acquisition and amortized over their useful lives. They have a finite life as data becomes dated and are reported at cost less accumulated amortization and accumulated impairment losses.
The following useful lives are applied:
| Class of intangible asset | Amortization rate | |||
| Trademarks | % | |||
| Databases | % | |||
| Websites | % | |||
| Capitalized development costs | % | |||
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
3.12 Provisions
Provisions for legal disputes, onerous contracts or other claims are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain.
Provisions are not recognized for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.
| F-15 |
No liability is recognized if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
3.13 Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into one of the following categories:
| ● | amortized cost, or | |
| ● | fair value through profit or loss (FVTPL). |
In the periods presented the Group does not have any financial assets categorized as FVTPL.
The classification is determined by both:
| ● | the entity’s business model for managing the financial asset, and | |
| ● | the contractual cash flow characteristics of the financial asset. |
All revenue and expenses relating to financial assets that are recognized in profit or loss are presented within finance costs, finance income or other financial items.
Subsequent measurement of financial assets
Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as FVTPL):
| ● | they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows, and | |
| ● | the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
After initial recognition, these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognize expected credit losses – the “expected credit loss (ECL) model”. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortized cost, trade receivables, contract assets recognized and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
| F-16 |
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The Group assesses impairment of trade receivables on an individual account basis.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortized cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognized in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Convertible Notes
The component parts of convertible notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion options that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognized as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.
3.14 Trade and other receivables
The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are expected shortfalls in contractual cash flows, considering the potential for default at any point during the lifetime of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using a provision matrix.
| F-17 |
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 3.13 for a detailed analysis of how the impairment requirements of IAS 9 are applied.
3.15 Goods and services tax
Revenues, expenses and assets are recognized net of the amount of goods and services tax (GST), except:
| i. | where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or | |
| ii. | for receivables and payable which are recognized inclusive of GST. |
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.
Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.
3.16 Leases
For any new contracts entered into the Company considers whether a contract is, or contains a lease. A lease is defined as “a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration”. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether:
| 1. | the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company; | |
| 2. | the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; | |
| 3. | the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
At lease commencement date, the Company recognizes a right of use asset and a lease liability on the balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Company depreciates the right of use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The Company also assesses the right of use asset for impairment when such indicators exist.
At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right of use asset, or profit and loss if the right of use asset is already reduced to zero.
| F-18 |
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right of use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.
Short-term leases and leases of low value
Short-term
leases (lease term of 12 months or less) and lease of low value assets (under A$
3.17 Equity, reserves and dividend payments
Issued capital represents the nominal value of shares that have been issued.
Other components of equity include the following:
| ● | share based payments and other reserve – comprises equity-settled employee benefits and equity-settled supplier payments (see Notes 3.7 and 3.8); and | |
| ● | foreign currency translation reserve – comprises foreign currency translation differences arising from the translation of financial statements of the Group’s foreign entity into functional currency (see Note 3.5). |
Accumulated losses include all current and prior period accumulated losses.
All transactions with owners of the parent are recorded separately within equity.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.
4. Significant management judgement in applying accounting policies and estimating uncertainty
When preparing the consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on these consolidated financial statements.
Capitalization of internally developed software
Distinguishing the research and development phases of a new customized software project and determining whether the recognition requirements for the capitalization of development costs are met, together with the allocation of time spent on these projects requires judgement. After capitalization, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalized costs may be impaired (see Note 3.11). Costs relating to maintaining current technology platforms are expensed in the period they are incurred.
| F-19 |
Estimating uncertainty
Impairment of non-financial assets
Intangible assets are reviewed for impairment whenever there is an indication that these assets may be impaired. This includes any capitalized internally developed software that is not yet complete and is not amortized. The Group considers the guidance of IAS 36 in assessing whether there is any indication that an item of the above assets may be impaired.
This assessment requires management’s judgement. If any such indication exists, the recoverable amount of the assets is estimated to ascertain the amount of impairment loss. The recoverable amount is defined as the higher of the fair value less cost to sell and value in use.
In determining the value in use of assets, the Group applies a discounted cash flow model where the future cash flows derived from such assets are discounted at an appropriate rate. Forecasts of future cash flow are estimated based on financial budgets and forecasts approved by the management.
Research and development tax incentives
The Company has recognized a receivable for the Australian R&D tax incentive. The estimate is based on time spent by employees on eligible R&D activities and costs incurred with external service providers. This represents a significant estimate due to the judgement required in assessing eligibility and allocating costs to the registered R&D projects. The receivable is recognized as management believes it is probable that the full amount will be recovered through a future claim.
Expected credit loss
The measurement of expected credit losses (“ECL”) on trade receivables and other financial assets requires the use of judgment and assumptions regarding the credit risk characteristics of counterparties and the expected timing and amount of future receipts. The Company estimates ECL by considering a range of factors, including historical loss experience, the aging profile of receivables, current and forecast economic conditions, and specific circumstances relating to individual customers or groups of customers. Forward-looking information, such as changes in macroeconomic conditions or industry trends that may impact customers’ ability to meet their obligations, is also incorporated into the assessment. Because these estimates rely on underlying assumptions about future events and the timing of receipts, actual credit losses may differ from those estimated, which could result in changes to the allowance for expected credit losses in future periods.
Useful lives and residual values of intangible assets
Management reviews its estimate of the useful lives and residual values of intangible assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of the Group’s capitalized development costs and other intangible assets.
| F-20 |
5. Revenue
The following is an analysis of the Group’s revenue for the year from continuing operations. The Group’s revenue disaggregated by primary revenue sources are as follows:
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Subscriptions | ||||||||||||
| Advertising | ||||||||||||
| Services | ||||||||||||
| Total | ||||||||||||
The Group’s revenue disaggregated by primary geographical markets is as follows:
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Australia | ||||||||||||
| North America | ||||||||||||
| Other | ||||||||||||
| Total | ||||||||||||
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Services transferred at a point in time | ||||||||||||
| Services transferred over time | ||||||||||||
| Total | ||||||||||||
6. Other Income
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Research and development tax incentive | ||||||||||||
| Export market development grant | ||||||||||||
| Gain on liability extinguishment | ||||||||||||
| Total other income | ||||||||||||
The Group finalized its eligibility
assessment for the FY2024 R&D Tax Incentive rebate of $
Research and Development Expenditure
R&D expenditure includes certain technology costs, employee costs and other costs related to the ongoing development
of the Group’s technology. During
the year, the Group incurred R&D expenditure of $
Prior year amounts relating to foreign exchange gains have been reclassified to “Foreign exchange gain / (loss)” for consistency with the current year presentation. This reclassification had no effect on the reported results of operations.
| F-21 |
7. Segment Reporting
Previously, the Group disclosed two operating segments (Publishing and SEO Agency), which were consistent with information reviewed by the Group’s chief operating decision makers (CODM). Following a reassessment of its internal organizational and reporting structure, the Group has determined that the previous segmentation no longer reflects the current operational and management structure. The Group now operates as a single business unit and is managed as one reportable segment in accordance with AASB 8 Operating Segments. The CODM assesses the financial performance of the Group on a consolidated basis and reviews revenue as subscriptions, advertising and services.
Entity-wide disclosures
In accordance with AASB 8.33(b)–34, the following entity-wide disclosures are provided:
(a) Information about products and services
Revenue is derived from the following categories of products and services: subscriptions, advertising, and related services.
(b) Information about geographical areas
The Group generates revenue from customers in multiple geographic regions. The allocation of revenue by geographic location, based on the location of the customer, is as follows:
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Australia | ||||||||||||
| North America | ||||||||||||
| Other | ||||||||||||
| Total | ||||||||||||
The majority of the Group’s non-current assets are located in Australia, with only minor balances held by the Group’s subsidiary in the United States, which remains dormant during the reporting period.
(c) Information about major customers
No
single customer accounted for
8. Other expenses and financial costs
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 A$ | 2023 A$ | ||||||||||
| Other expenses | ||||||||||||
| Travel & related expenses | ( | ) | ( | ) | ( | ) | ||||||
| Insurance expenses | ( | ) | ( | ) | ( | ) | ||||||
| Business expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ||||||
| Financial expenses | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Bank charges | ( | ) | ( | ) | ( | ) | ||||||
| Merchant facility fees | ( | ) | ( | ) | ( | ) | ||||||
| Total financial expenses | ( | ) | ( | ) | ( | ) | ||||||
Prior year amounts relating to foreign exchange losses have been reclassified to “Foreign exchange gain / (loss)” for consistency with the current year presentation. This reclassification had no effect on the reported results of operations.
| F-22 |
9. Tax expense
(a) Tax expense
The
major component of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of Locafy
Limited is
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 (As Restated) | 2023 A$ | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Domestic tax rate | % | % | % | |||||||||
| Expected tax expense/(benefit) | ( | ) | ( | ) | ( | ) | ||||||
| Adjustment for tax-exempt income: | ||||||||||||
| -Decline in value of depreciating assets | ( | ) | ( | ) | ( | ) | ||||||
| -R&D tax incentive | ( | ) | ||||||||||
| -Other deductible expenses | ( | ) | ( | ) | ( | ) | ||||||
| Adjustment for non-deductible expenses: | ||||||||||||
| -R&D expenses | ||||||||||||
| -Other non-deductible expenses | ||||||||||||
| Income tax expense/(benefit) | ||||||||||||
| Movement in unrecognized deferred tax | ||||||||||||
(b) Deferred tax assets and liabilities
As
at 30 June 2025, the Company had accumulated tax losses totaling A$
10. Trade and other receivables
Trade and other receivables consist of the following:
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Trade receivables, gross | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Trade receivables | ||||||||
| FY25 R&D tax incentive | ||||||||
| Export Market Development Grant | ||||||||
| Services contracts | ||||||||
| Sundry receivables | ||||||||
| Other receivables | ||||||||
| Trade and other receivables | ||||||||
Prior
year amounts relating to goods and services taxes receivable ($
The closing balance of the trade receivables loss allowance as at 30 June 2025 reconciles with the trade receivables loss allowance opening balance as follows:
| Opening loss allowance as at 1 July 2023 | ||||
| Loss allowance recognized during the year | ||||
| Loss allowance used during the year | ( | ) | ||
| Loss allowance as at 30 June 2024 | ||||
| Loss allowance recognized during the year | ||||
| Loss allowance used during the year | ( | ) | ||
| Loss allowance as at 30 June 2025 |
All amounts are short term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
All of the Group’s trade and other receivables have been reviewed for indicators of impairment by ascertaining the solvency of the debtor and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. The balance takes into consideration increasing interest rates and other global economic conditions that may affect the ability of our customers to pay their accounts in a timely manner.
The current impairment provision applies the IFRS 9 expected loss model.
| F-23 |
11. Other assets
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Current | ||||||||
| Prepayments | ||||||||
| Deposits | ||||||||
12. Subsidiaries
| Name of subsidiary | Principal activity | Place of incorporation and operation | Proportion of ownership interest and voting power held by the Group | |||||||||
| 2025 | 2024 | |||||||||||
| Moboom USA Inc | % | % | ||||||||||
13. Property, plant & equipment
| Leasehold improvements | IT equipment | Other equipment | Total | |||||||||||||
| Gross carrying amount | ||||||||||||||||
| Balance 1 July 2023 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||
| Balance as at 30 June 2024 | ||||||||||||||||
| Depreciation and Impairment | ||||||||||||||||
| Balance 1 July 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposals | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance as at 30 June 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying amount 30 June 2024 | ||||||||||||||||
| Leasehold improvements | IT equipment | Other equipment | Total | |||||||||||||
| Gross carrying amount | ||||||||||||||||
| Balance 1 July 2024 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ||||||||||||||||
| Balance as at 30 June 2025 | ||||||||||||||||
| Depreciation and Impairment | ||||||||||||||||
| Balance 1 July 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposals | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance as at 30 June 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying amount 30 June 2025 | ||||||||||||||||
| F-24 |
14. Right of use assets and lease liabilities
Right of use assets
Buildings A$ | ||||
| Gross carrying amount | ||||
| Balance as at 1 July 2024 | ||||
| Additions | ||||
| Disposals | ||||
| Balance as at 30 June 2025 | ||||
| Depreciation and impairment | ||||
| Balance as at 1 July 2024 | ( | ) | ||
| Additions | ||||
| Depreciation | ( | ) | ||
| Balance as at 30 June 2025 | ( | ) | ||
| Carrying amount as at 30 June 2025 |
Lease liabilities
Lease liabilities are presented in the consolidated statement of financial position as follows:
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Current | ||||||||
| Non-current | ||||||||
The Company has a lease for office space. This lease is reflected in the consolidated financial statement of financial position as a right-of-use asset and a lease liability. For the lease over the office space, the Company must keep this property in a good state of repair and return the property in their original condition at the end of lease.
| Right-of-use asset | No. of right-of-use assets leased |
Range of remaining term |
Average remaining lease term |
No. of leases with extension options |
No. of leases with options to purchase |
No. of leases with variable payments linked to an index |
No. of leases with termination options |
|||||||||||||||||
| Office | ||||||||||||||||||||||||
The lease liabilities are secured by the related underlying right of use assets. Future minimum lease payments at 30 June 2025 were as follows:
| Within 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | Total | |||||||||||||||||||
| Lease payments | ||||||||||||||||||||||||
| Finance charges | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net present value | ||||||||||||||||||||||||
| F-25 |
15. Intangible assets
Databases A$ | Websites A$ | Patents & Trademarks A$ | Capitalized development costs A$ | Total A$ | ||||||||||||||||
| Balance at 1 July 2023 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||
| Amortization expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance at 30 June 2024 | ||||||||||||||||||||
| Balance at 1 July 2024 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ||||||||||||||||||||
| Capitalized R&D Tax Incentive rebate FY24 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Capitalized R&D Tax Incentive rebate FY25 | ( | ) | ( | ) | ||||||||||||||||
| Amortization expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance at 30 June 2025 | ||||||||||||||||||||
During the year ended 30 June 2025, the Company has capitalized a significant portion of its expenditure relating to the development of, amongst other things: a new AI-powered Voice Bot Application, continued development of its Articles Application, upgrades to its Pages Application including new SEO page structures, upgrades to the Platform’s user admin console, further development of its Search Accelerator technology and its use in “map pack” search results. The Company is commercializing this developed technology and accordingly, the development expense will be amortized over future periods.
Impairment analysis
The Group performs impairment testing of its intangible assets at each reporting date or whenever there is an indication that an asset may be impaired.
Impairment testing approach
Intangible assets are allocated to cash-generating units (CGUs) for the purpose of impairment testing, which represent the lowest level at which assets are monitored for internal management purposes. The Group has identified a single CGU, being the provision of search engine optimization and online marketing technology solutions.
The recoverable amount of the CGU is determined based on its value in use (VIU), calculated by discounting future cash flow projections based on financial forecasts approved by management. These forecasts reflect management’s best estimate of the economic conditions that will exist over the forecast period, including expected revenue growth, margin improvements, and capital expenditure requirements.
Cash flows beyond the five-year forecast period are extrapolated using a terminal growth rate that reflects the expected long-term growth of the industry and economy in which the Group operates.
Key assumptions used in impairment testing
| Assumption | 2025 | Basis of determination | ||||
| Forecast period | Based on financial forecasts | |||||
| Revenue growth (CAGR) | % | Based on historical performance and current market growth expectations | ||||
| Terminal growth rate | % | A conservative rate applied for impairment testing purposes. Although management anticipates long-term growth based on the scalability of the Group’s technology and market expansion plans, no terminal growth has been assumed to ensure a prudent valuation approach | ||||
| Post-tax discount rate | % | Based on the Group’s weighted average cost of capital (WACC) adjusted for specific risks | ||||
Management considers these assumptions to be consistent with external information sources and the Group’s current business strategy.
Comparative information for the year ended 30 June 2024 has not been presented as no impairment indicators were identified in the prior period and therefore no detailed impairment testing disclosures were required.
Impairment test results
The
recoverable amount of the CGU exceeded its carrying amount by approximately $
| F-26 |
Sensitivity analysis
The impairment test is sensitive to changes in key assumptions, particularly the discount rate, terminal growth rate and forecast cash flows. The following table illustrates the impact on the recoverable amount from reasonably possible changes in these assumptions, all other factors remaining constant:
| Sensitivity scenario | Change | Impact on headroom | ||||
| Increase in discount rate | + |
% | ||||
| Decrease in terminal growth rate | - |
% | ||||
| Decrease in forecast cash flows | - |
% | ||||
16. Trade and other payables
Trade and other payables consist of the following:
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Trade payables | ||||||||
| Goods and services taxes (GST) payable | ||||||||
| Sundry payables | ||||||||
| Deferred consideration | ||||||||
All amounts are short term. The carrying values of trade payables is considered to be a reasonable approximation of fair value.
Prior
year amounts relating to goods and services taxes receivable ($
17. Borrowings
Borrowings include the following financial liabilities:
| Consolidated Group | ||||||||||
| Note | 2025 A$ | 2024 A$ | ||||||||
| ASX convertible notes | (a) | |||||||||
| Short term loans | (b) | |||||||||
| Balance at the beginning of the period | ||||||||||
| New borrowings | ||||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||||
| Balance at the end of the period | ||||||||||
| (a) | |
| (b) |
| F-27 |
18. Provisions
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Employee benefits | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Other provisions | ||||||||
| Non-current | ||||||||
The provision for employee benefits represents accrued annual leave and vested together with vested and unvested long service leave entitlements. Other provisions relate to an allowance for make good office lease obligations.
19. Accrued expenses
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Accrued expenses | ||||||||
| Salaries payable | ||||||||
20. Contract liabilities
Contract liabilities consist of the following:
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ | |||||||
| Deferred subscription revenue | ||||||||
| Customer deposits | ||||||||
Contract liabilities represent the Group’s obligation to transfer services to a customer for which the Group has received consideration (or the amount is due) from the customer. These amounts primarily related to advance payments received for subscription services, which are recognized as revenue over the term of the service period.
The movement in contract liabilities during the period was as follows:
| Contract liabilities as at 1 July 2023 | ||||
| Revenue recognized that was included in the opening contract liability balance | ( | ) | ||
| Increases due to cash received or amounts invoiced in advance of performance | ||||
| Contract liabilities as at 30 June 2024 | ||||
| Revenue recognized that was included in the opening contract liability balance | ( | ) | ||
| Increases due to cash received or amounts invoiced in advance of performance | ||||
| Contract liabilities as at 30 June 2025 |
The Group expects to recognize substantially all of the contract liability balance as revenue within the next 12 months as the related performance obligations are satisfied over time.
| F-28 |
The share capital of Locafy Limited consists only of fully paid ordinary shares. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meeting of the Company.
| Note | 2025 Number of Shares | 2025 Share Capital A$ | 2024 Number of Shares | 2024 Share Capital A$ | 2023 Number of Shares | 2023 Share Capital A$ | ||||||||||||||||||||
| Balance at 1 July | ||||||||||||||||||||||||||
| Reduction of ordinary shares due to Reverse Share Split | ( | ) | ||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||||
| Share issue, debt extinguishment | 30 | |||||||||||||||||||||||||
| Share issue, share restitution | 30 | |||||||||||||||||||||||||
| Share issue, At the Market Offering | (a) | |||||||||||||||||||||||||
| Balance at 30 June | ||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||
| Net share capital balance | ||||||||||||||||||||||||||
| (a) |
| F-29 |
22. Reserves
| Consolidated Group | ||||||||||||||
| Notes | 2025 A$ | 2024 A$ (As Restated) | 2023 A$ | |||||||||||
| Foreign currency translation reserve | (a) | |||||||||||||
| Opening balance at 1 July | ||||||||||||||
| Exchange differences arising from foreign operations | ( | ) | ( | ) | ||||||||||
| Closing balance at 30 June | ||||||||||||||
| Share based payments and other reserve | ||||||||||||||
| Opening balance at 1 July | ||||||||||||||
| Equity-settled employee benefits | (b) | |||||||||||||
| Equity-settled supplier payments | (b) | |||||||||||||
| Warrants | (c) | |||||||||||||
| Closing balance at 30 June | ||||||||||||||
| Convertible note reserve | ||||||||||||||
| Opening balance at 1 July | ||||||||||||||
| Convertible notes issued | ||||||||||||||
| Transfer to retained earnings on historical conversion of notes | ( | ) | ||||||||||||
| Closing balance at 30 June | ||||||||||||||
| Total reserves | ||||||||||||||
| (a) | Foreign currency translation reserve |
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Australian dollars) are recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve.
| (b) | Equity-settled payments |
The balance of “Equity-settled employee
benefits” represent director fees that may be settled through the issue of ordinary shares and the balance of “Equity-settled
supplier payments” represents the consideration to be paid for the 30 June 2025 acquisition of a Lead Management System technology
asset. Post-balance date, the Company has issued shares at US$ (A$) to settle the acquisition of the Lead Management System
technology asset and a further shares were issued to settle A$
| (c) | Warrants |
As at 30 June 2025, the Group maintained two series of warrants:
| Listed Warrants | Unlisted Warrants | |||
| Grant date | ||||
| Exercise price | US$ | US$ | ||
| Exercisable from | ||||
| Exercisable to |
Movements in number of warrants during the period:
| Listed Warrants | Unlisted Warrants | |||||||
| Balance at 1 July 2022 | ||||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Exercised | ||||||||
| Reduction due to reverse share split | ( | ) | ( | ) | ||||
| Balance at 30 June 2023 | ||||||||
| Balance at 1 July 2023 | ||||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Exercised | ||||||||
| Balance at 30 June 2024 | ||||||||
| Balance at 1 July 2024 | ||||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Exercised | ||||||||
| Balance at 30 June 2025 | ||||||||
| F-30 |
23. Accumulated losses
| Consolidated Group | ||||||||||||
| 2025 A$ | 2024 (As Restated) | 2023 A$ | ||||||||||
| Balance at beginning of year | ( | ) | ( | ) | ( | ) | ||||||
| Transfers from reserve accounts | ||||||||||||
| Loss attributable to owners of the Company | ( | ) | ( | ) | ( | ) | ||||||
| Balance at end of year | ( | ) | ( | ) | ( | ) | ||||||
24. Reconciliation of profit for the year to net cash flows from operating activities
| Consolidated Group | ||||||||
2025 A$ | 2024 A$ (As Restated) | |||||||
| Loss for the year | ( | ) | ( | ) | ||||
| Non-cash items in operating profit | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortization of right of use assets | ||||||||
| Amortization of intangible assets | ||||||||
| Acquisition of intangible assets | ( | ) | ||||||
| Loss on disposal of intangible assets | ||||||||
| Share based payments | ||||||||
| R&D tax incentive and other rebates expected | ( | ) | ||||||
| Foreign exchange loss | ( | ) | ||||||
| Expected credit losses | ||||||||
| Expiry of unvested performance rights | ( | ) | ||||||
| Operating cash flows before movements in working capital | ||||||||
| Movements in working capital | ||||||||
| (Increase)/decrease in trade and other receivables | ( | ) | ||||||
| (Increase)/decrease in prepayments and deposits | ( | ) | ||||||
| Increase/(decrease) in trade and other payables | ( | ) | ( | ) | ||||
| Increase/(decrease) in provisions and accruals | ( | ) | ||||||
| Increase/(decrease) in deferred revenue | ( | ) | ||||||
| Cash generated from operations | ( | ) | ( | ) | ||||
| Net cash generated by operating activities | ( | ) | ( | ) | ||||
The calculation of basic earnings per share has been based on the following loss attributable to equity holders of the Group divided by the weighted average number of ordinary shares outstanding during the half-year. Given the Group is in a loss position the effect of outstanding warrants would decrease the loss per share and be anti-dilutive, hence not considered in the determination of diluted loss per share.
| Consolidated Group | ||||||||
| 2025 | 2024 | |||||||
| Loss attributable to ordinary shareholders | ( | ) | ( | ) | ||||
| Weighted-average number of shares at 30 June | ||||||||
| Basic loss per share (cents) | ( | ) | ( | ) | ||||
| Diluted loss per share (cents) | ( | ) | ( | ) | ||||
26. Contingent liabilities
There were no contingent liabilities in both 2025 and 2024.
27. Fair value of financial instruments
The Company’s financial instruments comprise the following:
| Consolidated Group | ||||||||||
| Notes | 2025 A$ | 2024 A$ | ||||||||
| Cash and cash equivalents | ||||||||||
| Trade and other receivables | (a) | |||||||||
| Term deposits with financial institutions | (b) | |||||||||
| Trade and other payables | (a) | ( | ) | ( | ) | |||||
| Lease liabilities | ( | ) | ( | ) | ||||||
| Borrowings | (c) | ( | ) | ( | ) | |||||
| ( | ) | |||||||||
| (a) | |
| (b) | |
| (c) |
| F-31 |
28. Financial instruments risk
Risk management objective and policies
The Company is exposed to various risks in relation to financial instruments.
Risk management is carried out under the policies approved by the Company’s Audit and Risk Committee. The Committee identifies and evaluates the risk and takes appropriate measures to minimize the risks. The nature and extent of such risks, and management’s risk management strategy are noted below.
Market risk analysis
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk and interest rate risk, which result from both its operating and investing activities.
Foreign currency risk
The Company’s functional and presentation currency is Australian Dollars (AUD). Exposures to currency exchange rates arise from the Company’s overseas sales and purchases, which are primarily denominated in US dollars (USD).
To mitigate the Company’s exposure to foreign currency risk, non-AUD cash flows are monitored in their respective currencies together with movements in foreign currency exchange rates. The Company does not currently engage in any hedging activities.
Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below.
| USD | Other | |||||||
| 30 June 2025 | ||||||||
| Financial assets | ||||||||
| Financial liabilities | ( | ) | ( | ) | ||||
| Total exposure | ( | ) | ||||||
| 30 June 2024 | ||||||||
| Financial assets | ||||||||
| Financial liabilities | ( | ) | ( | ) | ||||
| Total exposure | ( | ) | ||||||
The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and the AUD:USD exchange rate “all other things being equal”. It assumes a +/- 10% change of the AUD:USD exchange rate for the year ended 30 June 2025 (2024: 10%). The percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each reporting date.
If the AUD had strengthened against the USD by 10% (2024: 10%) then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2025 | ( | ) | ||
| 30 June 2024 | ( | ) | ||
If the AUD had weakened against the USD by 10% (2024: 10%) then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2025 | ( | ) | ||
| 30 June 2024 | ||||
The higher foreign currency exchange rate sensitivity in profit in 2025 compared with 2024 is attributable to an increase in USD denominated cash and trade receivables.
| F-32 |
Interest rate risk
The Company’s cash and term deposits with financial institutions are impacted by interest rate risks. Other receivables and payables have short maturities and are non-interest bearing. Management believes that the risk of interest rate movement would not have a material impact on the Company’s operations.
The Company is in the business of software development. Earning interest income is not the primary objective of the business, hence, management does not closely monitor the movements in market interest rates as these do not have a material impact on the Company’s business activities. The cash balances and term deposits are placed at the prevailing short term market interest rates with credit worthy financial institutions.
At the reporting date, the interest rate risk profile of the consolidated entity’s interest-bearing financial instruments was as follows:
| Fixed Interest maturing in: | Weighted | |||||||||||||||||||||||||||
| 2025 | Floating interest rate | 1 year or less | Over 1 to 5 years | More than 5 years | Non-Interest bearing | Total | average interest rate | |||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||
| Term deposits | % | |||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||
| Borrowings | % | |||||||||||||||||||||||||||
| Fixed Interest maturing in: | Weighted | |||||||||||||||||||||||||||
| 2024 | Floating interest rate | 1 year or less | Over 1 to 5 years | More than 5 years | Non-Interest bearing | Total | average interest rate | |||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||||
| Cash and cash equivalents | % | |||||||||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||
| Term deposits | % | |||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||
| Borrowings | ||||||||||||||||||||||||||||
The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and interest rate movements “all other things being equal”. It assumes a +/- 1% change in interest rates for the year ended 30 June 2025 (2024: 1%).
If interest rates had increased by 1% then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2025 | ||||
| 30 June 2024 | ||||
If interest rates had decreased by 1% then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2025 | ( | ) | ||
| 30 June 2024 | ||||
| F-33 |
Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables.
Credit risk management
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.
Trade receivables consist of a large number of customers in various industries and geographical areas. Sales are primarily monthly subscriptions in nature and credit risk arising from trade debtors are mitigated by the Company’s ability to terminate the services provided to the debtor.
Trade receivables
The Company applies the IFRS 9 simplified model of recognizing lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.
In measuring expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped broadly based on advertising, reseller partners and direct to end user customer categories.
The expected loss rates are based on the payment profile for sales over the past 12 months before 30 June 2025. The historical rates are adjusted to reflect current and forward looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Company has identified interest rates to be the most relevant factor and accordingly adjusts historical loss rates for expected changes in this factor. However, given the short period of credit risk exposure, the impact of this macroeconomic factor has not been considered significant within the reporting period.
Trade receivables are written off (i.e derecognized) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice due date and failure to engage with the Company on alternative payment arrangements amongst others are considered indicators of no reasonable expectation of recovery.
On
the above basis, the expected credit loss for trade receivables as at 30 June 2025 was A$
Liquidity risk analysis
Liquidity risk is where the Company may be unable to meet its financial obligations as and when they fall due, generally due to a shortage of cleared funds. The Company manages its liquidity risk through continuously monitoring its cleared funds position by utilizing short term cash budgets, considering expected cash flows from financial assets and liabilities, in particular its trade receivables and payables and negotiating extended payment terms where possible.
The contractual maturity analysis of the Company’s financial instruments is noted below:
| 30 June 2025 | 3 months or less A$ | Over 3 to 12 months A$ | Total A$ | |||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade and other receivables | ||||||||||||
| Term deposits | ||||||||||||
| Financial liabilities: | ||||||||||||
| Trade and other payables | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Borrowings | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | ( | ) | |||||||
| 30 June 2024 | 3 months or less A$ | Over 3 to 12 months A$ | Total A$ | |||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade and other receivables | ||||||||||||
| Term deposits | ||||||||||||
| Financial liabilities: | ||||||||||||
| Trade and other payables | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Borrowings | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | |||||||
| F-34 |
29. Capital management policies
The Company’s capital management objectives are:
| ● | To ensure the Company’s ability to continue as a going concern; and | |
| ● | To provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing those goods and services. |
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, convert debt to equity or sell assets to reduce debt.
| Consolidated Group | ||||||||||||||
| Notes | 2025 A$ | 2024 A$ | 2023 A$ | |||||||||||
| Performance Rights | (a) | ( | ) | |||||||||||
| Other share based payment expenses | (b) | |||||||||||||
| Total | ( | ) | ||||||||||||
| (a) | Performance Rights |
The Group has a performance-based compensation scheme which allows select employees, contractors and consultants the right to acquire ordinary shares in the Company upon the Group attaining certain milestones and performance targets (“Performance Right”).
Between
30 June 2022 and 30 June 2024, in order to preserve cash and to maintain compliance with the Nasdaq Capital Market listing requirement
for minimum stockholders’ equity of US$
The
Group did not meet the performance conditions of the Performance Rights, which had therefore expired and accordingly, $
| (b) | Other share based payment transactions |
In order to preserve cash, the Group settled $ outstanding director fees incurred during the year through the issue of shares. A further $45,000 was settled through the issue of shares post-30 June 2025 (refer Note 34).
On 30 June 2025, the Company acquired a Lead Management System technology asset, to be settled through the issue of shares. These shares were issued post-30 June 2025 (refer Note 34).
| F-35 |
31. Related party transactions
Principles of related party compensation
The Company’s current remuneration structure is largely comprised of fixed remuneration and long-term performance-based incentives, which we believe to be appropriate for a business of our size and nature. The Company is currently reviewing its company-wide remuneration framework, including executive remuneration, to align with our growth strategy, principles and best practice.
Directors’ remuneration
| Short term | Post-employment | Other long term | Share-based payments | |||||||||||||||||||||||||||||
| Salary & fees | Cash bonus & non-monetary benefits | Annual leave accrual(1) | Super- annuation | Long service leave accrual(2) | Salary & fees | Historical debt extinguishment & share restitution(3) | Total | |||||||||||||||||||||||||
| Total directors | ||||||||||||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) |
Shares issued
There were shares issued to related parties of the Group as shared based payments in lieu of cash to settle certain liabilities (refer Note 21).
| Related Party | Nature of liability | Fair value of liability $ | Number of shares | |||||||
| Collin Visaggio | Unpaid director’s fees | |||||||||
| John Chegwidden | Unpaid director’s fees | |||||||||
There were shares issued to related parties of the Group pursuant to the extinguishment of debt and the reinstatement of shares previously cancelled (refer Note 30).
| Related Party | Nature of liability | Fair value of liability $ | Number of shares | |||||||
| Collin Visaggio | Unpaid director’s fees | |||||||||
| Gavin Burnett | Unpaid salary and other employee entitlements | |||||||||
| Gavin Burnett | Reinstatement of shares previously cancelled | |||||||||
| Melvin Tan | Unpaid salary and other employee entitlements | |||||||||
There are otherwise no transactions between the Group and other related parties requiring disclosure.
Shares held by Directors
| Shares held by Directors as at 1 July 2023 | ||||
| Received on exercise of performance rights | ||||
| Other changes (1) | ( | ) | ||
| Shares held by Directors as at 30 June 2024 | ||||
| Share based payments | ||||
| Debt extinguishment | ||||
| Share restitution | ||||
| Other changes (1) | ( | ) | ||
| Shares held by Directors as at 30 June 2025 |
| (1) |
| F-36 |
32. Restatement of 30 June 2024 balances
During the preparation of the consolidated financial statements for the half year ended 31 December 2024, the Group identified a misstatement related to Tranche 1 performance rights as at 30 June 2024. These performance rights were subject to performance conditions and expired on 30 June 2024, if those conditions were not met. As the performance conditions were not satisfied, the accumulated expense previously recorded in relation to these rights should have been reversed through the consolidated statement of profit or loss and other comprehensive income for the period ended 30 June 2024 in accordance with AASB 2 Share-based Payment. As a result, the 30 June 2024 consolidated financial statements have been restated.
The impact of the restatement on the 30 June 2024 consolidated financial statements are as follows:
As previously reported $ | Restatement $ | Restated $ | ||||||||||
| Impact on statement of profit or loss and other comprehensive income | ||||||||||||
| Share based payments expense | ( | ) | ( | ) | ||||||||
| Loss before income tax benefit | ( | ) | ||||||||||
| Loss after income tax benefit | ( | ) | ||||||||||
| Basic and diluted loss for the year attributable to equity holders | ) | |||||||||||
| Impact on statement of financial position | ||||||||||||
| Share option reserve | ( | ) | ||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
33. Parent entity information
The following information related to the parent entity, Locafy Limited, as at and for the financial year ended 30 June 2025. The information has been prepared on the same basis as the consolidated financial statement, except as noted below.
Statement of financial position of the parent
2025 $ | 2024 $ | |||||||
| Total assets | ||||||||
| Total liabilities | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Issued capital | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Reserves | ||||||||
Statement of profit or loss and other comprehensive income of the parent entity
2025 $ | 2024 $ | 2023 $ | ||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ( | ) | ||||||
Contingent liabilities of the parent entity
The
parent entity had
Capital commitments of the parent entity
The
parent entity had
Guarantees entered into by the parent entity
The parent entity has not provided any guarantees in relation to the debts of its subsidiary as at 30 June 2025 (2024: Nil).
Significant accounting policies
The accounting policies of the parent entity are consistent with those adopted in the consolidated financial statements, except that investments in the subsidiary are accounted for at cost in the parent entity’s financial statements and have not been assessed for impairment.
34. Subsequent events
| ● | On
15 April 2025, the Group filed a prospectus supplement to our registration statement on Form F-3, File No. 333-272066 (as amended)
allowing the Group to raise a further US$, through the sale of our ordinary shares from time to time, pursuant to an At
The Market Offering Agreement (“Sales Agreement”) with H.C. Wainwright & Co., LLC,. Post-balance date, the
Group has raised an additional US$ |
| ● | Post-balance
date, the Company has issued
shares at US$
(A$)
as consideration for the 30 June 2025 acquisition of a Lead Management System technology asset. A further
shares were issued to settle A$ |
No other events have occurred since 30 June 2025 and to the date of this report that would require disclosure in the financial statements if they had occurred in the financial year.
35. Authorization of consolidated financial statements
The consolidated financial statements for the year ended 30 June 2025 (including comparatives) were approved by the board of directors on 11 November 2025.
| /s/ Gavin Burnett | /s/ Melvin Tan | |
| Gavin Burnett | Melvin Tan | |
| Chief Executive Officer | Chief Financial Officer |
| F-37 |
FAQ
What did Locafy (LCFY) file and for what period?
How did Locafy’s revenue trend according to the 20-F?
How many Locafy shares were outstanding at period end?
Which accounting standards and auditor does Locafy use?
Where are Locafy’s securities listed and what are the symbols?
Does the filing mention any restatement?
What key operational dependencies are noted?
