|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/28/23 Siyata Mobile Inc. 6-K 6/28/23 4:365K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 6-K Report of Foreign Private Issuer HTML 21K
2: EX-99.1 Securities Purchase Agreement by and Between the HTML 205K
Company and the Investors Parties Thereto Dated as
of June 26, 2023
3: EX-99.2 Placement Agency Agreement by and Between the HTML 115K
Company and Maxim Group LLC Dated as of June 26,
2023
4: EX-99.3 Press Release Dated June 27, 2023 HTML 12K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: June 2023
Commission File Number: 001-39557
Siyata Mobile Inc.
(Translation of registrant’s name into English)
1751 Richardson Street, Suite #2207,
Montreal, Quebec H3K-1G6, Canada
(Address of principal executive office)
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
On June 27, 2023, Siyata Mobile Inc., a global vendor of Push-to-Talk over Cellular devices and cellular signal booster systems (the “Company” or “we”), announced that it had entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 26, 2023 with a certain institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser and to certain additional institutional investors an aggregate of 50,000,000 of the Company’s common shares, no par value per share (the “Common Shares”), at a purchase price of $0.045 per Common Share (the “Offering”). The closing of the Offering occurred on June 28, 2023. The Offering resulted in gross proceeds to the Company of $2,250,000 before deducting the fees payable to Maxim Group LLC, as sole placement agent for the Offering (the “Placement Agent”), and certain related Offering expenses.
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties.
In addition, pursuant to the Purchase Agreement, the Company has agreed that for 90 days after the closing date of the Offering, neither the Company nor any subsidiary of the Company shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Share Equivalents (as defined in the Purchase Agreement) except as may be permitted by the Placement Agent.
Further, in connection with the Offering, each of the officers and directors of the Company entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the Common Shares that they hold, subject to certain exceptions, during the 90-day period following the closing of the Offering.
Maxim Group LLC acted as the sole placement agent on a “reasonable best efforts” basis in connection with the Offering pursuant to a Placement Agency Agreement dated as of June 26, 2023 by and between the Company and the Placement Agent. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.
The Common Shares were offered pursuant to a registration statement on Form F-1 (SEC File No. 333-272512), filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2023, as amended (the “Registration Statement”), which was declared effective on June 26, 2023. The Offering was made by means of a prospectus that forms a part of the Registration Statement. A final prospectus relating to the Offering was filed by the Company with the Commission on June 28, 2023. Copies of the final prospectus relating to the Offering can be obtained at the Commission’s website at www.sec.gov.
As compensation for its services as exclusive placement agent for the Offering, the Placement Agent was paid a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering and received reimbursement of $90,000 for its reasonable and documented fees and expenses of its legal counsel and other actual out-of-pocket expenses incurred in connection with the Offering.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents which are attached as Exhibits 99.1, and 99.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (the “Report”). and which are incorporated herein by reference.
Neither this Report nor the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction 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.
Regulation FD Disclosure.
On June 27, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of that press release is attached as Exhibit 99.3 to this Report and is incorporated by reference herein.
The information and documents furnished in this section of this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
1
Forward Looking Statements
This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 15, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
EXHIBIT INDEX
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 28, 2023 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
3
| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 6/28/23 | 424B4 | ||
| 6/27/23 | 424B4, EFFECT | |||
| 6/26/23 | EFFECT | |||
| 6/8/23 | F-1 | |||
| 5/15/23 | 20-F | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/06/24 Siyata Mobile Inc. F-1/A 6:1.3M EdgarAgents LLC/FA 4/25/24 Siyata Mobile Inc. F-1/A 9:1.7M EdgarAgents LLC/FA 4/15/24 Siyata Mobile Inc. F-1 3:1.2M EdgarAgents LLC/FA 4/08/24 Siyata Mobile Inc. 20-F 12/31/23 112:12M EdgarAgents LLC/FA 10/31/23 Siyata Mobile Inc. 424B4 1:1.1M EdgarAgents LLC/FA 10/20/23 Siyata Mobile Inc. F-1/A 14:1.7M EdgarAgents LLC 2/FA 10/10/23 Siyata Mobile Inc. F-1 20:2.6M MDM Corp Elec Fi… Inc/FA 7/12/23 Siyata Mobile Inc. 424B5 1:771K EdgarAgents LLC/FA |