LCFY Locafy Ltd

 

Filed pursuant to Rule 424(b)(5)

Registration No. 333-272066

 

PROSPECTUS SUPPLEMENT

(To Prospectus Supplement dated July 21, 2023 and

Prospectus dated June 1, 2023 and Prospectus Supplement dated June 1, 2023)

 

 

Up to $1,549,173

Ordinary Shares

 

This prospectus supplement amends and supplements the information in base prospectus dated June 1, 2023 (the “Base Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3, File No. 333-272066 (as amended, the “Registration Statement”), as supplemented by the prospectus dated June 1, 2023, and the prospectus supplement dated July 21, 2023 (collectively, the “Prior Prospectuses”), relating to the offering, issuance and sale by us, from time to time, of our ordinary shares, no par value per share, that may be issued and sold pursuant to the At The Market Agreement (the “Sales Agreement”), dated May 18, 2023, by and between us and H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”). This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

 

This prospectus supplement amends the Prior Prospectuses to update the maximum amount of ordinary shares we are eligible to sell under our Registration Statement. As a result of these limitations and the current aggregate market value of our voting and non-voting outstanding ordinary shares held by our non-affiliates (the “public float”) as of the date of this prospectus supplement, and in accordance with the terms of the Sales Agreement, we may offer and sell ordinary shares having an aggregate offering price of up to $1,549,173 from time to time through Wainwright, which does not include the ordinary shares having an aggregate gross sales price of approximately $3,299,807 that were sold pursuant to the Prior Prospectuses to date. In the event that we may sell additional amounts under the Sales Agreement, we will file another prospectus supplement prior to making such additional sales.

 

As of the date of this prospectus supplement, our public float was approximately $7,829,469, which was calculated based on 1,189,889 ordinary shares outstanding and held by non-affiliates at a price of $6.58 per share, the closing price of our ordinary shares as reported on the Nasdaq Capital Market (“Nasdaq”) on July 17, 2024. As long as our public float remains below $75.0 million, we will not sell securities pursuant to the Registration Statement of which this prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our public float in any 12 calendar month period. During the 12 calendar months prior to and including the date of this prospectus supplement, we sold securities with an aggregate market value of approximately $1,060,649 pursuant to the Registration Statement.

 

Our ordinary shares are listed on Nasdaq under the symbol “LCFY” and our warrants to purchase our ordinary shares issued as part of our initial public offering (the “IPO Warrants”) are listed on Nasdaq under the symbol “LCFYW”. On July 17, 2024, the closing price of our ordinary shares and IPO Warrants as reported on Nasdaq was $6.58 per share and $4.72 per warrant, respectively.

 

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties on page 2 of the Base Prospectus and under the heading “Risk Factors” in the Prior Prospectuses and the other documents that are incorporated by reference to this prospectus supplement and the Base Prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

H.C. Wainwright & Co.

 

The date of this prospectus supplement is July 18, 2024

 

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