UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

 

Form6-K

 

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 OF THE

SECURITIESEXCHANGE ACT OF 1934

 

Forthe month of August 2025

 

CommissionFile Number: 001-41333

 

LOCAFYLIMITED

(Registrant’sname)

 

246AChurchill Avenue, Subiaco Western Australia 6008, Australia

 

(Addressof principal executive offices)

 

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

 

Form20-F ☒ Form 40-F ☐

 

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

 

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

 

 

 

 

 

 

Non-Relianceon Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

OnAugust 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, includedin its Annual Report on Form 20-F for the year ended June 30, 2024 (the “Affected Period”) should no longerbe relied upon due to errors in such consolidated financial statements. Accordingly, the Company intends to restate the consolidatedfinancial 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 amendmentsto the previously filed Annual Report on Form 20-F for the year ended June 30, 2023, or any other prior periods.

 

Duringthe preparation of the consolidated financial statements for the half year ended December 31, 2024, a misstatement relating to employeeservice related Tranche 1 performance rights was identified. As at June 30, 2024, the performance conditions relating to the Tranche1 rights had not been met. At June 30, 2024, the accumulative balance recorded in relation to the employee service rights should havebeen reversed through the profit or loss in accordance with IFRS 2 “Share-based Payments”. A restatement relating to theshare-based payment expense and the share-based payment reserve to accurately reflect the impact will be recognized in the restated consolidatedfinancial statements in the Form 20-F.

 

TheCompany’s management and the Committee discussed the matters disclosed in this Report on Form 6-K with Grant Thornton Audit PtyLtd., the Company’s former independent accounting registered public firm.

 

Forward-LookingStatements

 

Certainstatements made in this report constitute forward-looking statements within the meaning of the federal securities laws. All statementscontained 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 financialstatements and the filing of the Form 20-F. These forward-looking statements are based on management’s current expectations. Thesestatements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filingswith the SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless otherwiserequired by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligationto do so, whether as a result of new information, future events or otherwise.

 

 

 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

  LOCAFY LIMITED
     
Date: August 20, 2025 By: /s/ Gavin Burnett
  Name: Gavin Burnett
  Title: Chief Executive Officer