UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of August 2025
Commission
File Number: 001-41333
LOCAFY
LIMITED
(Registrant’s
name)
246A
Churchill Avenue, Subiaco Western Australia 6008, Australia
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 20, 2025, the Audit Committee (the “Committee”) of the Board of Directors of Locafy Limited (the “Company”)
concluded that the Company’s previously issued consolidated financial statements as of and for the year ended June 30, 2024, included
in its Annual Report on Form 20-F for the year ended June 30, 2024 (the “Affected Period”) should no longer
be relied upon due to errors in such consolidated financial statements. Accordingly, the Company intends to restate the consolidated
financial statements of the Affected Periods in its Amendment No. 2 of the Annual Report on Form 20-F for the year ended June 30, 2024
(as amended, the “Form 20-F”), as soon as reasonably practicable. The Company does not intend to file amendments
to the previously filed Annual Report on Form 20-F for the year ended June 30, 2023, or any other prior periods.
During
the preparation of the consolidated financial statements for the half year ended December 31, 2024, a misstatement relating to employee
service related Tranche 1 performance rights was identified. As at June 30, 2024, the performance conditions relating to the Tranche
1 rights had not been met. At June 30, 2024, the accumulative balance recorded in relation to the employee service rights should have
been reversed through the profit or loss in accordance with IFRS 2 “Share-based Payments”. A restatement relating to the
share-based payment expense and the share-based payment reserve to accurately reflect the impact will be recognized in the restated consolidated
financial statements in the Form 20-F.
The
Company’s management and the Committee discussed the matters disclosed in this Report on Form 6-K with Grant Thornton Audit Pty
Ltd., the Company’s former independent accounting registered public firm.
Forward-Looking
Statements
Certain
statements made in this report constitute forward-looking statements within the meaning of the federal securities laws. All statements
contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example,
forward-looking statements include, without limitation, statements regarding the Company’s anticipated restatements of financial
statements and the filing of the Form 20-F. These forward-looking statements are based on management’s current expectations. These
statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings
with the SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless otherwise
required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation
to do so, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
LOCAFY
LIMITED |
| |
|
|
| Date:
August 20, 2025 |
By: |
/s/
Gavin Burnett |
| |
Name: |
Gavin
Burnett |
| |
Title: |
Chief
Executive Officer |
