September 14, 2020
Montréal, QC – Siyata Mobile Inc. (TSX-V:SIM / OTCQX: SYATF / FRA: WK3D) (the “Company” or “Siyata”) is pleased to announce that it has filed a registration statement on Form F-1 (the “F1”) with the U.S Securities and Exchange Commission (“SEC”). Maxim Group LLC has been engaged to act as sole book-runner and manager of the proposed offering (the “Offering”).
The proposed Offering contemplated by the F-1 is an initial public offering in the United States of units of the Company (collectively, the “Units”) consisting of one post-consolidated common share in the capital of the Company and one warrant to purchase one additional post-consolidated common share in the capital of the Company. The final terms of the Offering have not yet been finalized but will be completed following a proposed share consolidation or reverse split of the Company’s issued and outstanding common shares (the “Consolidation”). Information in the F1 assumes a Consolidation ratio of 80:1, however, the final Consolidation ratio has not yet been finalized and remains subject to approval by the Company’s Board of Directors prior to the effective date of the F1 and completion of the Offering.
The Company has also applied to have its common shares and warrants approved for listing on the Nasdaq Capital Market under the symbols “SYAT” and SYATW” respectively in conjunction with the closing of the proposed Offering. There can be no assurance that the Company’s listing application will be approved.
The proposed Offering and Consolidation remain subject to the receipt of all necessary regulatory approvals in Canada and the United States. The terms of the Offering and the final Consolidation ratio also remain subject to Siyata’s Board approval and the approval of the underwriters. There can be no assurance that the Offering or the Consolidation will be completed. The Company will disseminate a further news release announcing further details once the terms are finalized.
Marc Seelenfreund, Siyata CEO stated, “As Siyata is focused on growing sales in the US market and is working with household name US cellular carriers and distributors, we believe that listing on Nasdaq is a positive event for the Company as it will allow us access to the large scale and broad base US investor community.”
The offering of these securities may be made only by means of a prospectus.
The F-1, including a prospectus, which is preliminary and subject to completion, relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, nor may any portion of the purchase price be received, prior to the time the F-1 becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company further announces that it has filed restated audited annual financial statements for the financial years ended December 31, 2019 and 2018 (the “Restated Financial Statements”). Subsequent to the issuance of the financial statements on June 11, 2020, the Company re-assessed its presentation of the impairment of intangible assets on the Consolidated Statements of Loss and Comprehensive Loss and determined that it should be presented as part of operating income (loss) instead of an item within other expenses, in accordance with IAS 1. This correction was made by reclassifying impairment losses of $147,977 and $1,954,000 into operating income (loss) instead of other expenses for the years ended December 31, 2019 and 2018 respectively. There was no impact on net loss for the year as a result of this restatement. The Restated Financial Statements are available on the Company’s SEDAR profile at www.sedar.com.
Siyata Mobile Inc. is a B2B global vendor of next generation Push-To-Talk over Cellular (PTT) devices and cellular booster systems. Its portfolio of in-vehicle and rugged smartphones enable first responders and enterprise workers to instantly communicate, over a nationwide cellular network of choice, to improve communication, increase situational awareness and save lives.
Its portfolio of enterprise cellular booster systems enables first responders and enterprise workers to amplify its cellular signal in remote areas, inside structural buildings where signals are weak and within vehicles for maximum cellular signal strength possible.
Visit www.siyatamobile.com and http://www.unidencellular.com/ to learn more.
On Behalf of the Board of Directors of:
SIYATA MOBILE INC.
Glenn Kennedy, VP Sales
Siyata Mobile Inc.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. The forward-looking statements in this news release include statements relating to the Company’s expectations regarding the commencement and completion of its proposed Offering and the Consolidation. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with the Company’s business and finances in general. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.