Locafy Limited (LCFYW) plans restatement of FY2024 financial statements

Rhea-AI Filing Summary

Locafy Limited reports that its previously issued consolidated financial statements for the year ended June 30, 2024, included in its Form 20-F, should no longer be relied upon due to identified errors. The company plans to restate these financial statements in an Amendment No. 2 to its Form 20-F as soon as reasonably practicable and does not plan to amend earlier periods such as the year ended June 30, 2023.

The issue arose during preparation of results for the half year ended December 31, 2024, when a misstatement related to employee service Tranche 1 performance rights was found. Because the performance conditions for these rights had not been met as of June 30, 2024, the cumulative balance for these rights should have been reversed through profit or loss under IFRS 2. Locafy will adjust share-based payment expense and the share-based payment reserve in the restated financials. Management and the audit committee have discussed these matters with Grant Thornton Audit Pty Ltd., the company’s former independent registered public accounting firm.

Positive

• None.

Negative

• Non-reliance on FY2024 financial statements: The audit committee concluded that previously issued consolidated financial statements for the year ended June 30, 2024 should no longer be relied upon due to errors and will be restated.
• Share-based payment misstatement identified: An error in accounting for Tranche 1 employee performance rights under IFRS 2 will require adjustments to share-based payment expense and the share-based payment reserve for the affected period.

Insights

Accounting and disclosure specialist

Locafy flags a material error and will restate FY2024 accounts.

Locafy Limited has determined that investors should no longer rely on its consolidated financial statements for the year ended June 30, 2024, because of an error in accounting for Tranche 1 employee performance rights under IFRS 2. The company will restate those statements in an amended Form 20-F, while leaving earlier periods unchanged, which suggests the issue is confined to the identified year.

The error relates to share-based payments whose performance conditions were not met by June 30, 2024, meaning previously recognized expense and the related reserve should have been reversed through profit or loss. Restating will change reported share-based payment expense and equity balances, and could alter key performance measures for that year. The audit committee and management have discussed the matter with Grant Thornton Audit Pty Ltd., the former independent auditor, which indicates formal governance attention but also highlights prior financial reporting weaknesses.

Until the amended Form 20-F is filed, the precise impact on profit or loss and equity for the affected period remains unclear. Subsequent filings will show the corrected figures and provide a clearer view of the company’s historical performance once the restatement is complete.

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

FAQ

What did Locafy Limited (LCFYW) disclose in this Form 6-K?

Locafy Limited disclosed that its consolidated financial statements for the year ended June 30, 2024, included in its Form 20-F, contain errors and should no longer be relied upon. The company plans to restate these financial statements in an Amendment No. 2 to that Form 20-F.

Which financial period is affected by Locafy Limiteds restatement?

The affected period is the year ended June 30, 2024. Locafy stated that it does not intend to file amendments to its previously filed Annual Report on Form 20-F for the year ended June 30, 2023 or any other prior periods.

What type of error did Locafy Limited identify in its FY2024 accounts?

During preparation of the half-year results to December 31, 2024, Locafy identified a misstatement related to employee service Tranche 1 performance rights. Because the performance conditions were not met as of June 30, 2024, the cumulative balance for these rights should have been reversed through profit or loss under IFRS 2.

How will Locafy Limiteds restatement affect its financial statements?

Locafy expects to restate its consolidated financial statements by adjusting share-based payment expense and the share-based payment reserve to accurately reflect the impact of the Tranche 1 performance rights as of June 30, 2024.

Did Locafy Limited discuss the error with its auditors?

Yes. Locafy stated that its management and audit committee discussed the matters described in the report with Grant Thornton Audit Pty Ltd., the companys former independent registered public accounting firm.

When will Locafy Limited file the amended Form 20-F with restated numbers?

Locafy indicated that it intends to include the restated consolidated financial statements for the year ended June 30, 2024 in Amendment No. 2 to its Form 20-F and to file that amendment as soon as reasonably practicable.