Core AI Holdings, Inc 6-K, filed Aug 8, 2023
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on August 8, 2023.
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: August, 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
Results of the 2023 Annual General Meeting of Shareholders
At the 2023 annual general meeting of shareholders held on Thursday, August 3, 2023 at 1p.m. Eastern Time, the shareholders of Siyata Mobile Inc. approved all agenda items as originally proposed.
Reverse-Share Split
As of August 9, 2023, Siyata Mobile Inc. (the “Company”) will effectuate a 100 for 1 share consolidation of its authorized share capital, such that every 100 common shares, no par value, in the authorized share capital of the Company be consolidated into 1 common share, no par value (the “Share Consolidation” or “Reverse Split”).
The Reverse Split was approved by the Company’s shareholders on August 3, 2023, along with the Company’s board of directors, who approved implementing the Reverse Split effective as of Wednesday, August 9, 2023 at 12:01 AM. Accordingly, the Reverse Split shall be effective and the common shares are expected to begin trading on a split-adjusted basis when the market opens on August 9, 2023. The Reverse Split is intended to regain compliance by the Company with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
As of August 8, 2023, there were 185,393,404 of the Company’s common shares outstanding. Effecting the Reverse Split will reduce the outstanding common shares to approximately 1,853,955 shares.
In connection with the Reverse Split, the CUSIP number for the common shares has changed to: 83013Q 608.
Treatment of Share Options, Warrants and Restricted Shares
The number of common shares into which the Company’s outstanding share options, warrants and restricted shares, as well as the options’ and warrants’ relevant exercise price per share will be proportionally adjusted to reflect the Reverse Split.
Fractional Shares
Any fractional shares that would have resulted because of the Reverse Split were rounded up to the nearest whole share.
On August 8, 2023, the Company issued a press release (the “Press Release”) announcing the Reverse Split and the 2023 annual general meeting of shareholders. A copy of the Press Release is attached hereto as Exhibit 99.1.
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 (“SEC”) 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. References and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents of third-party websites.
| Exhibit No. | Description | |
| 99.1 | Press Release |
SIGNATURES
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: August 8, 2023 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
____________________________________________________________________________
N E W S R E L E A S E
____________________________________________________________________________
Siyata Announces Reverse Stock Split
Shareholders approve all proposals put forth at the Company’s Annual and Special Meeting of Shareholders held on August 3rd, 2023
Vancouver, BC – August 8, 2023 -- Siyata Mobile Inc. (Nasdaq: SYTA, SYTAW) (“Siyata” or the “Company”), a global vendor of Push-to-Talk over Cellular (PoC) devices and cellular signal booster systems, today announced today that it will effect a 1-for-100 reverse stock split (“Reverse Stock Split”) of its common share, no par value per share (“Common Share”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on Wednesday, August 9, 2023, and the Company’s Common Share will commence trading on the Nasdaq Capital Market on a post-split basis at the opening of the market on August 9, 2023. The Company’s Common Share will continue to trade on the Nasdaq Capital Market under the Company’s existing trading symbol, “SYTA,” and a new CUSIP number 83013Q 608 has been assigned as a result of the Reverse Stock Split.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
At the Company’s Annual and Special Meeting of Shareholders held on August 3, 2023 (the “Annual Meeting”), the Company’s shareholders approved a proposal to authorize a reverse stock split of the Company’s Common Share at a ratio within the range of 1-for-1 to 1-for-120.
The 1-for-100 reverse stock split (the “Ratio”) will automatically combine and convert 100 current shares of the Company’s Common Share into one issued and outstanding new share of Common Share. Each outstanding stock option, share purchase warrant, and other convertible security of the Company convertible into pre-Reverse Stock Split Common Shares that has not been exercised or cancelled prior to the effective date of the implementation of the Reverse Stock Split will be adjusted pursuant to the terms of the instrument or plan governing such security on the same Reverse Stock Split Ratio described above, and each holder of such pre-Reverse Stock Split convertible securities will become entitled to receive post-Reverse Stock Split Common Shares pursuant to such adjusted terms. The Reverse Stock Split will not change the par value of the Common Share nor the authorized number of shares of Common Share, preferred stock or any series of preferred stock.
No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the next higher whole number.
The Company’s transfer agent, Computershare, will serve as exchange for the Reverse Stock Split. Registered shareholders holding pre-split shares of the Company’s Common Share electronically in book-entry form are not required to take any action to receive post-split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Holders of stock certificates will need to send their old physical certificates with a letter of transmittal to receive their new post-Reverse Stock Split certificate.
Furthermore, at the Company’s Annual Meeting, the Company’s shareholders also approved the following additional proposals that were put forth at the meeting.
| · | Approval was given to appoint Barzily & Co. as the auditor of the Company for the ensuing year and the board of directors of the Company (the “Board”) was authorized to fix the remuneration of the auditor; |
| · | Approval was given to fix the number of the directors of the Company for the ensuing year at five; |
| · | Approval was given to elect directors to hold office for the ensuing year; |
| · | Approval was given to consider and, if deemed appropriate, approve with or without amendment, ordinary resolutions authorizing and approving an alteration to the articles of the Company (the “Company Articles”) to amend the quorum for the transaction of business at a meeting of Shareholders; |
| · | Approval was given to alter the Company Articles to amend Section 9.1 to authorize the Board by resolution to take certain actions pertaining to the authorized share structure that under the Company Articles currently require Shareholder approval by ordinary resolution; |
| · | Approval was given, for the creation of Preferred Shares, issuable in series, and the issuance of an unlimited number of Preferred Shares; |
About Siyata Mobile
Siyata Mobile Inc. is a B2B global vendor of next generation Push-To-Talk over Cellular devices, cellular booster systems, and video monitoring solutions. Its portfolio of in-vehicle and rugged devices enable first responders and enterprise workers to instantly communicate, over a nationwide cellular network of choice, to increase situational awareness and save lives.
Its portfolio of enterprise grade and consumer cellular booster systems enables first responders and enterprise workers to amplify cellular signals in remote areas, inside structural buildings where signals are weak and within vehicles for the maximum cellular signal strength possible.
For its video monitoring system, Siyata integrates software that we license with off-the-shelf hardware providing our customers with an integrated advanced camera system for management and visual monitoring of their fleet vehicles.
Siyata's Common Shares trade on the Nasdaq under the symbol "SYTA" and its previously issued warrants trade on the Nasdaq under the symbol "SYTAW."
Visit siyatamobile.com and unidencellular.com to learn more.
Investor Relations (Canada):
Kin Communications
1-866-684-6730
SYTA@kincommunications.com
Investor Relations (United States):
Brett Maas
Hayden IR
SYTA@Haydenir.com
646-536-7331
Siyata Mobile Corporate:
Glenn Kennedy, VP of International Sales
Siyata Mobile Inc.
glenn@siyata.net
Forward-Looking Statements
This press release 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 Siyata's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Siyata could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in Siyata's filings with the Securities and Exchange Commission ("SEC"), and in any subsequent filings with the SEC. Except as otherwise required by law, Siyata 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. References and links to websites and social media have been provided as a convenience, and the information contained on such websites or social media is not incorporated by reference into this press release.