LCFY 20-F/A

Locafy Ltd (LCFY)

20-F/A 2024-11-18 For: 2024-06-30

View Original

Added on August 22, 2026

Not applicable		Australia
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value per share	LCFY	The Nasdaq Capital Market
Warrants to purchase Ordinary Shares	LCFYW	The Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Emerging growth company	☒

PART III
	ITEM 18.	FINANCIAL STATEMENTS
	ITEM 19.	EXHIBITS	4
SIGNATURES			6

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 January 1, 2020, by and among Locafy Limited (f/k/a Moboom Limited) and Gavin Burnett (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

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).

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 January 1, 2020, by and among Locafy Limited (f/k/a Moboom Limited) and Melvin Tan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

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

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 Grant Thornton Audit Pty Ltd, an Independent Registered Public Accounting Firm.

97.1***		Compensation Recovery Policy of Locafy Limited

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)

	Locafy Limited

November 18, 2024	By:	/s/ Gavin Burnett
	Name:	Gavin Burnett
	Title:	Chief Executive Officer

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2233)	F-2
Consolidated statements of profit or loss and other comprehensive income	F-3
Consolidated statements of financial position	F-4
Consolidated statements of changes in equity	F-5
Consolidated statements of cash flows	F-6
Notes to consolidated financial statements	F-7

/s/ GRANT THORNTON AUDIT PTY LTD
PCAOB: 2233
We have served as the Company’s auditor since 2021.
Perth, Western Australia
November 12, 2024

	Notes	2024 A$			2023 A$			2022 A$
		Consolidated Group
	Notes	2024 A$			2023 A$			2022 A$

Revenue	5		4,151,088			5,376,693			4,222,689
Other income	6		61,360			993,493			1,298,499
Technology expense			(890,778	)		(1,718,974	)		(1,805,432	)
Employee benefits expense			(3,238,568	)		(5,267,246	)		(4,411,926	)
Occupancy expense			(101,415	)		(113,572	)		(66,365	)
Marketing expense			(187,046	)		(318,492	)		(414,012	)
Consultancy expense			(853,850	)		(874,638	)		(1,691,544	)
Depreciation and amortisation expense			(1,473,999	)		(1,355,170	)		(852,361	)
Other expenses	8		(68,826	)		(213,051	)		(245,079	)
Impairment of financial assets			(272,236	)		(295,262	)		(376,606	)
Operating loss			(2,874,270	)		(3,786,219	)		(4,342,137	)

Financial cost	8		(114,199	)		(105,367	)		(748,190	)
Loss before income tax			(2,988,469	)		(3,891,586	)		(5,090,327	)

Income tax expense	9		-			-			-
Loss for the year			(2,988,469	)		(3,891,586	)		(5,090,327	)

Other comprehensive income:
Items that will be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations			3,023			(23,010	)		(48,453	)

Total Comprehensive Loss for the year			(2,985,446	)		(3,914,596	)		(5,138,780	)

Earnings per share
Basic loss per share	25		(2.30	)		(3.69	)		(4.94	)
Diluted loss per share	25		(2.30	)		(3.69	)		(4.94	)

Consolidated	Notes	Issued capital			Foreign currency translation reserve			Share option reserve			Convertible note reserve			Accumulated losses			Total
		A$			A$			A$			A$			A$			A$
Balance at 1 July 2021			35,505,073			192,233			3,603,916			-			(40,136,700	)		(835,478	)
Loss for the year	23		-			-			-			-			(5,090,327	)		(5,090,327	)
Exchange difference on translation of foreign operations	22		-			(48,453	)		-			-			-			(48,453	)
Total other comprehensive income			-			(48,453	)		-			-			(5,090,327	)		(5,138,780	)

Issue of ordinary shares	21		10,516,298			-			-			-			-			10,516,298
Issue of convertible notes	22		-			-			-			140,721			-			140,721
Issue of warrants	22		-			-			363,282			-			-			363,282
Issue of performance rights	22		-			-			1,054,776			-			-			1,054,776
Share issue costs	21		(983,334	)		-			-			-			-			(983,334	)
Balance at 30 June 2022			45,038,037			143,780			5,021,974			140,721			(45,227,027	)		5,117,485

Balance at 1 July 2022			45,038,037			143,780			5,021,974			140,721			(45,227,027	)		5,117,485
Loss for the year	23		-			-			-			-			(3,891,586	)		(3,891,586	)
Exchange difference on translation of foreign operations	22		-			(23,010	)		-			-			-			(23,010	)
Total other comprehensive income			-			(23,010	)		-			-			(3,891,586	)		(3,914,596	)

Issue of ordinary shares	21		3,295,822			-			-			-			-			3,295,822
Issue of performance rights	22		-			-			866,105			-			28,514			894,619
Transfer to retained earnings on historical expiry of share options	22		-			-			(3,603,916	)		-			3,603,916			-
Transfer to retained earnings on historical conversion of notes	22		-			-			-			(140,721	)		140,721			-
Share issue costs	21		(403,373	)		-			-			-			-			(403,373	)
Balance at 30 June 2023			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957

Balance at 1 July 2023			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957
Beginning balance			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957

Loss for the year	23		-			-			-			-			(2,988,469	)		(2,988,469	)
Exchange difference on translation of foreign operations	22		-			3,023			-			-			-			3,023
Total other comprehensive income			-			3,023			-			-			(2,988,469	)		(2,985,446	)

Issue of ordinary shares	21		769,936			-						-			-			769,936
Share based payments	22								53,333									53,333
Issue of performance rights	22		-			-			595,484			-			-			595,484
Transfer to retained earnings on forfeited performance rights	22		-			-			(131,094	)		-			131,094			-
Share issue costs	21		(111,534	)		-			-			-			-			(111,534	)
Balance at 30 June 2024			48,588,888			123,793			2,801,886			-			(48,202,837	)		3,311,730
Ending balance			48,588,888			123,793			2,801,886			-			(48,202,837	)		3,311,730

New or revised requirement	Description	Effective
AASB 2020-1	Classification of Liabilities as Current or Non-current	1 January 2024
AASB 2014-10	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	Presentation and Disclosure in Financial Statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027

	●	regular review of management accounts and cash flow forecast, incorporating expected cash inflows from sales and collection of trade receivables;
	●	close management of both its operating costs and corporate overheads;
	●	sales pipeline continues to grow and the Company is confident of achieving further sales growth across a number of existing and new reseller customers and different product offerings; and
	●	the Company has the ability to raise funds through equity issues, currently up to US$1,549,173, pursuant to an At The Market Offering with H.C. Wainwright & Co., LLC.

	●	has power over the investee;
	●	is exposed, or has rights, to variable returns from its involvement with the investee; and
	●	has the ability to use its power to affect its returns.

	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.	Recognising revenue when/as performance obligations are satisfied.

	Notes	2024 A$			2023 A$
		Consolidated Group
	Notes	2024 A$			2023 A$
Assets
Current assets
Cash and cash equivalents			275,875			3,174,700
Trade and other receivables	10		904,564			1,288,513
Other assets	11		294,355			356,782
Total current assets			1,474,794			4,819,995

Non-current assets
Property, plant and equipment	13		196,929			380,018
Right of use assets	14		280,810			314,596
Intangible assets	15		4,204,966			3,720,272
Total non-current assets			4,682,705			4,414,886

Total assets			6,157,499			9,234,881

Liabilities
Current liabilities
Trade and other payables	16		1,252,503			2,507,573
Borrowings	17		271,600			301,600
Provisions	18		211,300			214,465
Accrued expenses	19		496,749			512,611
Lease liabilities	14		128,669			85,165
Contract and other liabilities	20		147,640			152,211
Total current liabilities			2,508,461			3,773,625

Non-current liabilities
Lease liabilities	14		203,909			332,578
Provisions	18		133,399			138,721
Total non-current liabilities			337,308			471,299
Total liabilities			2,845,769			4,244,924

Net assets			3,311,730			4,989,957

Equity
Issued capital	21		48,588,888			47,930,486
Reserves	22		2,925,679			2,404,933
Accumulated losses	23		(48,202,837	)		(45,345,462	)

	Notes	2024 A$			2023 A$			2022 A$
		Consolidated Group
	Notes	2024 A$			2023 A$			2022 A$
Cash flows from operating activities
Receipts from customers (inclusive of GST)			3,098,793			4,463,725			3,038,044
Payments to suppliers and employees (inclusive of GST)			(4,658,997	)		(7,005,510	)		(7,999,866	)
R&D Tax Incentive & other grants			561,501			386,181			803,042
Financial cost			(114,199	)		(105,367	)		(81,656	)
Net cash used by operating activities	24		(1,112,902	)		(2,260,971	)		(4,240,436	)

Cash flows from investing activities
Purchase of intellectual property			(2,166,587	)		(1,617,446	)		(1,615,192	)
Purchase of property, plant and equipment			-			(2,170	)		(390,339	)
Maturity of term deposit			40,000			-			-
Net cash used by investing activities			(2,126,587	)		(1,619,616	)		(2,005,531	)

Cash flows from financing activities
Proceeds from issue of shares			769,936			3,295,822			9,979,861
Payment for share issue costs			(313,643	)		(403,373	)		(639,429	)
Repayment of borrowings			(30,000	)		(6,500	)		(97,500	)
Leasing liabilities			(85,165	)		(32,673	)		(59,419	)
Net cash from financing activities			341,128			2,853,276			9,183,513

Net (decrease) / increase in cash and cash equivalents			(2,898,361	)		(1,027,311	)		2,937,546
Net foreign exchange difference			(464	)		118,276			495,448
Cash and cash equivalents at the beginning of the year			3,174,700			4,083,735			650,731
Cash and cash equivalents at the end of the year			275,875			3,174,700			4,083,735

Class of fixed asset		Depreciation rate
Leasehold improvements		Remaining lease term
IT equipment		10-25%
Other equipment		20%

	●	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.

Class of fixed asset	Amortisation rate
Patents		5	%
Trademarks		10	%
Databases		16.67	%
Websites		20	%

	●	amortised cost
	●	fair value through profit or loss (FVTPL), or
	●	fair value through other comprehensive income (FVOCI).

	●	the entity’s business model for managing the financial asset, and
	●	the contractual cash flow characteristics of the financial asset.

	●	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.

	●	financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’); and
	●	financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).

	i.	where the amount of GST incurred is not recoverable from the taxation authority, it is recognised 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 recognised inclusive of GST.

	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.

	●	share option reserve – comprises equity-settled employee benefits and equity-settled supplier payments (see Notes 3.8 and 3.9); and
	●	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 3.6).

	Publishing		SEO Agency		Total
	For the year ended 2024
	Publishing		SEO Agency		Total
Subscriptions		871,705		2,466,774		3,338,479
Advertising		251,368		-		251,368
Services		-		561,241		561,241
Total		1,123,073		3,028,015		4,151,088

	2024 A$			2023 A$
	Consolidated Group
	2024 A$			2023 A$
Assets
Total reportable segment assets		1,487,312			1,511,870
Cash and cash equivalents		275,875			3,174,700
R&D tax incentive and other rebates		-			554,901
Deposits and prepayments		294,355			231,660
Fixed assets		196,929			380,018
Right of use assets		280,810			314,596
Capitalised development costs		3,474,451			2,780,538
Other assets		147,767			286,598
Group assets		6,157,499			9,234,881
Liabilities
Total reportable segment liabilities		(485,056	)		(526,761	)
Trade and other payables		(1,093,564	)		(1,829,301	)
Borrowings		(271,600	)		(301,600	)
Provisions		(197,722	)		(118,112	)
Accrued expenses		(465,249	)		(1,051,406	)
Lease liabilities		(332,578	)		(417,744	)
Group liabilities		(2,845,769	)		(4,244,924	)

Opening loss allowance as at 1 July 2022	369,844
Loss allowance recognised during the year	267,610
Loss allowance used during the year	(276,677	)
Loss allowance as at 30 June 2023	360,777
Loss allowance recognised during the year	386,127
Loss allowance used during the year	(339,017	)
Loss allowance as at 30 June 2024	407,887

Name of subsidiary	Principal activity	Place of incorporation and operation	Proportion of ownership interest and voting power held by the Group
			2024			2023
Moboom USA Inc	Dormant	USA		100	%		100	%

	Buildings A$
Gross carrying amount
Balance as at 1 July 2023		460,385
Additions		90,450
Disposals		-
Balance as at 30 June 2024		550,835

Amortisation and impairment
Balance as at 1 July 2023	(145,789	)
Additions	(32,160	)
Amortisation	(92,076	)
Balance as at 30 June 2024	(270,025	)

Carrying amount as at 30 June 2024	280,810

	Within 1 year			1-2 years			2-3 years			3-4 years		4-5 years		Total
Lease payments		149,251			151,716			63,916			-		-		364,883
Finance charges		(20,582	)		(10,542	)		(1,181	)		-		-		(32,305	)
Net present value		128,669			141,174			62,735			-		-		332,578

	Note	2024 A$		2023 A$
		Consolidated Group
	Note	2024 A$		2023 A$
Carrying amounts of:
Databases			659,882		895,057
Websites			58,500		-
Trademarks			12,133		29,314
Patents			-		15,363
Capitalised development costs			3,474,451		2,780,538
Carrying amount			4,204,966		3,720,272

Databases
Opening balance	895,057		1,238,787
Additions	53,420		211,026
Disposals	-		(54,285	)
Amortisation expense	(288,595	)	(500,471	)
Carrying amount for databases	659,882		895,057


	Note	2024 Number of Shares		2024 Share Capital A$			2023 Number of Shares			2023 Share Capital A$			2022 Number of Shares		2022 Share A$
Balance at 1 July			1,276,248		47,930,486			20,528,803			45,038,037			18,598,414		35,505,073
Beginning balance			1,276,248		47,930,486			20,528,803			45,038,037			18,598,414		35,505,073

Share issue, Nasdaq initial public offering			-		-			-			-			1,454,546		7,973,486
Issue on conversion of convertible notes			-		-			-			-			475,843		2,542,812
Reduction of ordinary shares due to Reverse Share Split			-		-			(19,497,565	)		-			-		-
Share issue, At the Market Offering	(a)		105,937		769,936			245,010			3,295,822			-		-
Balance at 30 June			1,382,185		48,700,422			1,276,248			48,333,859			20,528,803		46,021,371
Ending balance			1,382,185		48,700,422			1,276,248			48,333,859			20,528,803		46,021,371

Share issue costs			-		(111,534	)		-			(403,373	)		-		(983,334	)
Net share capital balance			1,382,185		48,588,888			1,276,248			47,930,486			20,528,803		45,038,037