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 July 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): ☐

 

 

 

 

 

 

OnJuly 3, 2025, Locafy Limited (the “Company”) issued a press release, “Locafy Receives Nasdaq NotificationRegarding Delayed Filing of Interim Financials,” which is attached hereto as Exhibit 99.1.

 

Exhibit   Description of Exhibit
     
99.1   Press Release dated July 3, 2025

 

Incorporationby Reference

 

ThisReport on Form 6-K, including all exhibits attached hereto, is hereby incorporated by reference into the Company’s RegistrationStatement on Form F-3, as amended, originally filed with the Securities and Exchange Commission on May 19, 2023 (File No. 333-272066),to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reportssubsequently filed or furnished.

 

 

 

 

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: July 3, 2025 By: /s/ Gavin Burnett
  Name: Gavin Burnett
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit99.1

 

LocafyReceives Nasdaq Notification Regarding Delayed Filing of Interim Financials

 

PERTH,Australia – July 3, 2025 – Locafy Limited (NASDAQ: LCFY, “Locafy” or the “Company”), a globallyrecognized leader in location-based digital marketing, today announced that on July 1, 2025, it received a notice from the Nasdaq StockMarket LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(2) (the “Rule”),as the Company has not yet filed a Form 6-K containing an interim balance sheet and income statement as of the end of its second quarterended December 31, 2024 (the “Filing”).

 

TheNasdaq notice has no immediate effect on the listing or trading of the Company’s securities. Under Nasdaq’s listing rules,the Company has 60 calendar days, or until September 1, 2025, to submit a plan to regain compliance. If Nasdaq accepts the Company’splan, it may grant an extension of up to 180 calendar days from the Filing’s original due date, or until December 29, 2025, forthe Company to regain compliance.

 

Locafyis working diligently to complete the required filing and intends to submit a compliance plan within the required timeframe. There canbe no assurance that the Company’s plan will be accepted or the Company will be able to regain compliance with the Rule.

 

AboutLocafy

 

Locafy(Nasdaq: LCFY, LCFYW) is a globally recognized software-as-a-service (SaaS) technology company specializing in local search engine marketing.Founded in 2009, Locafy’s mission is to revolutionize the US$700 billion SEO sector. The Company helps businesses and brands improvesearch engine relevance and visibility in proximity-based search through a fast, easy, and automated platform. For more information,please visit www.locafy.com.

 

Forward-LookingStatements

 

Thispress release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statementscontained in this press release may be identified by the use of words such as “subject to”, “believe,” “anticipate,”“plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,”“should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similarexpressions, or by discussions of strategy, although not all forward-looking statements contain these words and include, but are notlimited to, the Company’s ability to regain and maintain compliance with the Nasdaq Capital Market’s continued listing requirements.Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions,risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-lookingstatements, which speak only as of the date of this press release. The Company’s actual results could differ materially from thoseanticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’sfilings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 20-F,filed with the SEC on November 12, 2024, as amended, and available on its website (www.sec.gov). All forward-looking statements attributableto the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required underthe securities laws, the Company does not assume a duty to update these forward-looking statements

 

InvestorRelations Contact:

 

Matt Glover

Gateway Group, Inc.

(949) 574-3860

LCFY@gateway-grp.com