6-K

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 November 2022

CommissionFile Number: 001-41333

LOCAFYLIMITED

(Registrant’sname)

246AChurchill Avenue, Subiaco Western Australia 6008, Australia

(Addressof 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): ☐

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:<br> November 25, 2022	By:	/s/ Gavin Burnett
	Name:	Gavin<br>Burnett
	Title:	Chief<br>Executive Officer

EXHIBITINDEX

Exhibit	Description of Exhibit
99.1	Notice of General Meeting of Shareholders of Locafy Limited
99.2	Proxy Form

Exhibit 99.1

LOCAFY LIMITED<br><br> <br>ACN 136 737 767

NOTICEOF GENERAL MEETING

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TIME:	10.00am (AWST)	9.00pm (EST)
DATE:	Wednesday, 7 December 2022
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PLACE:	Locafy<br> Head Office<br><br> <br>246<br> Churchill Avenue<br><br> <br>Subiaco<br> WA 6008
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ThisNotice of Meeting should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from your professionaladvisers prior to voting.

important information

TIME AND PLACE OF MEETING

The General Meeting of the Shareholders of Locafy Limited, to which this Notice of Meeting relates to will be held at 10.00am (WST) on Wednesday, 7 December 2022 at Locafy Head Office, 246 Churchill Avenue, Subiaco WA 6008.

YOUR VOTEIS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

Voting can be conducted in three different ways for the upcoming Special Meeting:

1.	As<br> a shareholder you will be receiving a control number that is connected to your personal holdings<br> of Locafy Limited. This control number will give you access to the online voting platform<br> and will entitle you to vote electronically prior to the meeting.
2.	Included<br> with this notice of meeting will be a proxy card/voting instruction card that can be mailed<br> to Computershare to have your votes tabulated.
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3.	Vote<br> in person at the meeting being held on 7 December 2022.
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If you are unable to attend the General Meeting in person and have a specific question that you would like to submit in advance, contact Gateway Investor Relations at LCFY@gatewayir.com

VOTINGELIGIBILITY

Beneficial holders that hold their shares under a bank or brokerage account will have a record date of 4 November 2022. Beneficial holders that held shares as of that date will be eligible to vote the share balance held on that date.

Registered holders who hold their shares under Computershare were entitled to receive mailed materials as of the 4 November 2022 date. The record date for registered shareholders will be 48 hours prior to the meeting; 7 December 2022 at 10:00am AWST/6 December 2022 9:00pm EST. All votes will be tabulated based off the shares held on this date.

Thevoting cut off for beneficial holders will be 5 December 2022 at 6:00am (AWST)/4 December 2022 at 5:00pm (EST)

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

In accordance with section 249L of the Corporations Act, members are advised that:

●	each<br>member has a right to appoint a proxy;
●	the<br>proxy need not be a member of the Company; and
●	a<br> member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the<br> proportion or number of votes each proxy is appointed to exercise. If the member appoints<br> 2 proxies and the appointment does not specify the proportion or number of the member’s<br> votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise<br> one-half of the votes.

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Locafy Limited holdings along with your name and email address to Computershare.

Requests for registration as set forth in (1) above must be labelled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on 2 December 2022 (3 business days in advance of the meeting). You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By<br> email:	Forward<br> the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com
By<br> mail:	Computershare
	LOCAFY<br> Legal Proxy
	P.O.<br> Box 43001
	Providence,<br> RI 02940-3001

NOTICE OF GENERAL meeting

Notice is given that the General Meeting of Shareholders will be held at 10.00am (WST) on Wednesday, 7 December 2022 at Locafy Head Office, 246 Churchill Avenue, Subiaco WA 6008.

The Explanatory Statement provides additional information on the matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

BUSINESS OF MEETING - AGENDA

1.RESOLUTION 1 – CONSOLIDATION OF CAPITAL TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK OF ONE NEW SHARE FOREVERY 20 SHARES OUTSTANDING (THE “SHARE CONSOLIDATION” OR “REVERSE STOCK SPLIT”)

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To consider and, if thought fit, to pass, with or without amendment, the following resolution as an

ordinaryresolution:

“That,pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on thebasis that:

(a)	the existing 20,528,803 Shares are consolidated into 1,026,440 Shares (subject to fractional rounding);
(b)	the existing 1,454,546 Listed Warrants are consolidated into 72,728 Listed Warrants (subject to fractional rounding);
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(c)	the existing 87,272 Unlisted Warrants are consolidated into 4,364 Unlisted Warrants (subject to fractional rounding); and
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(d)	the existing 2,384,888 Performance Rights are consolidated on a corresponding ratio and consolidated into 119,244 Performance Rights (subject to fractional rounding),
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and,where this Consolidation results in a fraction of a Share, Warrant or a Right being held, the Company be authorised to round that fractionup to the nearest whole Share, Warrant or Right (as the case may be).”

Further information in relation to the Resolutions is set out in the Explanatory Statement below.

Byorder of the Board

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Collin Visaggio

Chairman

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Dated 10 November 2022

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

RESOLUTION1 – CONSOLIDATION OF CAPITAL TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK OF ONE NEW SHARE FOR EVERY 20SHARES OUTSTANDING (THE “SHARE CONSOLIDATION” OR “REVERSE STOCK SPLIT”)

Background

Resolution 1 seeks Shareholder approval for the Company to undertake a consolidation of capital (Consolidation). If Resolution 1 is passed, the number of:

Shares on issue will be reduced from 20,528,803 to 1,026,440 (subject to rounding);

Listed Warrants on issue will be reduced from 1,454,546 to 72,728 (subject to rounding);

Unlisted Warrants on issue will be reduced from 87,272 to 4,364 (subject to rounding); and

Performance Rights on issue will be reduced from 2,384,888 to 119,244 (subject to rounding).

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward and to comply with the minimum requirements of the Nasdaq Capital Market Financial and Liquidity Requirements.

Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

The number of performance rights must be consolidated in the same ratio as the ordinary capital.

Fractional entitlements

Not all Security Holders will hold that number of Shares or Rights (as the case may be) which can be evenly divided. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security, as applicable.

Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

Holding statements

The consolidation will commence shortly after the proposal is approved by shareholders, with an effective date of 8 December 2022 (AU)/7 December 2022 (US). All holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

Effect on Beneficial Holders (i.e., Stockholders Who Hold in “Street Name”). If the proposed Reverse Stock Split is approved and effected, we intend to treat common stock held by Stockholders in “street name,” through a bank, broker, or other nominee, in the same manner as Stockholders whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered Stockholders for processing the Reverse Stock Split. If you hold shares of common stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact your bank, broker, or other nominee.

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Glossary

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In this Notice of Meeting, the following terms have the following meaning unless the context otherwise requires:

**$**means Australian dollars.

GeneralMeeting or Meeting means the meeting convened by the Notice.

ASICmeans the Australian Securities and Investments Commission.

Boardmeans the current board of Directors of the Company.

BusinessDay means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other public holiday in Western Australia.

Chairmeans the chair of the Meeting.

Companymeans Locafy Limited (ACN 136 737 767).

Constitutionmeans the constitution adopted by the Company’s shareholders by special resolution at the Company’s annual general meeting on 27 November 2019 (and as amended).

CorporationsAct means the Corporations Act 2001 (Cth).

Directorsmeans the current directors of the Company.

ESTmeans US Eastern Standard Time.

ExplanatoryStatement means the explanatory statement accompanying the Notice of Meeting.

ListedWarrant means a listed warrant issued by the Company under ticker symbol LCFY-W on 25 March 2022.

Noticeor Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

PerformanceRight means rights issued under the Incentive Performance Rights Plan adopted by the Company.

ProxyForm means the proxy form accompanying the Notice.

Resolutionsmeans the resolutions set out in the Notice of Meeting.

Sectionmeans a section of the Explanatory Statement.

Sharemeans a fully paid ordinary share in the capital of the Company.

Shareholdermeans a holder of a Share.

UnlistedWarrant means an unlisted warrant issued by the Company on 29 March 2022.

WSTmeans Western Standard Time, as observed in Perth, Western Australia.

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Exhibit 99.2

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LOCAFYLimited

ACn136 737 767

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PROXYFORM

I/We	INVESTING<br> ENTITY
of	ADDRESS
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being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:	NAME<br> OF PROXY

Pleasenote: leave the above box blank if you have selected the Chair of the Meeting as your proxy

OR	☐	the Chair of the Meeting as my/our<br>proxy.

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am (WST) on Wednesday, 7 December 2022 at Locafy Head Office, 246 Churchill Avenue, Subiaco WA 6008, and at any adjournment thereof.

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TheChair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting		FOR	AGAINST	ABSTAIN
Resolution<br> 1	Consolidation<br> of Capital	☐	☐	☐

Pleasenote: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is __________ %

Signatureof Shareholder(s):

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Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole<br> Director/Company Secretary	Director	Director/Company<br> Secretary

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ContactName: ____________________________________ Contact Ph (daytime): ________________________

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Date:        /        / 2022

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Instructions for Completing Proxy Form

1.	(Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled<br> to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is<br> entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy<br> to attend and vote on their behalf at the Meeting. However, where both proxies attend the<br> Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be<br> done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify<br> the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints<br> 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s<br> votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes.<br> Any fractions of votes resulting from the application of these principles will be disregarded.<br> A duly appointed proxy need not be a Shareholder.
2.	(Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite<br> each item of business. The direction may specify the proportion or number of votes that the<br> proxy may exercise by writing the percentage or number of Shares next to the box marked for<br> the relevant item of business. Where a box is not marked the proxy may vote as they choose<br> subject to the relevant laws. Where more than one box is marked on an item the vote will<br> be invalid on that item.
3.	(Signing instructions):
●	(Individual):<br> Where the holding is in one name, the Shareholder must sign.
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●	(Joint holding): Where the holding is in more than one name, all of the Shareholders should<br> sign.
●	(Power of attorney): If you have not already provided the power of attorney with the registry,<br> please attach a certified photocopy of the power of attorney to this Proxy Form when you<br> return it.
●	(Companies):<br> Where the company has a sole director who is also the sole company secretary, that person<br> must sign. Where the company (pursuant to section 204A of the Corporations Act) does not<br> have a company secretary, a sole director can also sign alone. Otherwise, a director jointly<br> with either another director or a company secretary must sign. Please sign in the appropriate<br> place to indicate the office held. In addition, if a representative of a company is appointed<br> pursuant to section 250D of the Corporations Act to attend the Meeting, the documentation<br> evidencing such appointment should be produced prior to admission to the Meeting. A form<br> of a certificate evidencing the appointment may be obtained from the Company.
4.	(Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from<br> attending the Meeting in person if they wish. Where a Shareholder completes and lodges a<br> valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak<br> and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
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5.	(Return of Proxy Form):

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Locafy Limited holdings along with your name and email address to Computershare.

Requests for registration as set forth in (1) above must be labelled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on 2 December 2022 (3 business days in advance of the meeting). You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email:	Forward the email from your broker granting you a Legal Proxy,<br>or attach an image of your Legal Proxy, to legalproxy@computershare.com
By mail:	Computershare
	LOCAFY Legal Proxy
	P.O. Box 43001
	Providence, RI 02940-3001