Core AI Holdings, Inc 6-K, filed May 16, 2023
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on May 16, 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: May, 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
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): ☐
On May 16, 2023, Siyata Mobile Inc., a global vendor of Push-to-Talk over Cellular (“PoC”) devices and cellular signal booster systems, announced its financial results for the three and twelve months ended December 31, 2022. The Company plans to report results for the three months ended March 31, 2023 after the market close on Wednesday, May 24, 2023.
A copy of the press release is attached hereto as Exhibit 99.1.
The information and documents furnished in 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.
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 INDEX
| Exhibit Number |
Document | |
| 99.1 | Press release dated May 16, 2023. |
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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: May 16, 2023 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
N E W S R E L E A S E
Siyata Mobile Announces Fourth Quarter and Full-Year 2022 Financial Results
| ● | Q4 Revenue of $2.1M million, up 9% year-over-year |
| ● | Q1 2023 results to be reported after the Nasdaq close on May 24 |
| ● | Company to host conference call at 8 a.m. ET on Thursday, May 25 |
VANCOUVER, BC / ACCESSWIRE / May 16, 2023 / Siyata Mobile Inc. (NASDAQ:SYTA)(NASDAQ:SYTAW)(“Siyata” or the “Company”), a global vendor of Push-to-Talk over Cellular (PoC) devices and cellular signal booster systems, announced its financial results for the three and twelve months ended December 31, 2022. All amounts are in US dollars unless otherwise indicated.
“We delivered top-line growth of 9% in the fourth quarter of 2022 on strengthening sales of our mission-critical PoC (MCPTT) SD7 solution,” said Marc Seelenfreund, Founder and CEO of Siyata. “Following the successful launch of our SD7 mid-year, total sales for the devices and related accessories exceeded $3 million in the second half of 2022. Recent orders in multiple verticals and particularly in the large-scale education vertical demonstrate the growing adoption of our solutions. Importantly, we are establishing ourselves in new markets beyond our core of first responders and emergency personnel with new distribution channels, particularly in North America, that we believe will drive our business to an inflection point as volumes continue to increase. Our pipeline of new opportunities continues to grow, and we expect the impact of the progress we are making will be more evident in our financial results in 2023.”
Seelenfreund continued, “In 2022, we significantly expanded our distribution platform by establishing partnerships with leading North American cellular carriers, including AT&T, FirstNet, Verizon, Bell and US Cellular. Since then, we have also added T-Mobile and a leading two-way radio distributor to our growing list of channel partners. Establishing these channels lays important groundwork for driving growth in 2023 and beyond. To support anticipated growth, we secured $3.6 million in additional financing through the sale of warrants and entered into an accounts receivable factoring facility subsequent to year-end. We are going after a multi billion dollar market opportunity and believe that we are well positioned to become a market leader in the Push to Talk Over Cellular arena.”
Key financial highlights for the 12 months ended December 31, 2022:
| ● | Revenues were $6.5 million compared to $7.5 million for the 12 months ended December 31, 2021. |
| ● | Net loss was $15.3 million as compared to a net loss of $23.6 million, which includes $5.6 million of impairment of goodwill and intangibles, in the same period in the prior year. |
| ● | Adjusted EBITDA was ($12.6) million versus ($12.4) million in the prior year. |
Key financial highlights for the three months ended December 31, 2022:
| ● | Revenues were $2.1 million compared to $1.9 million for the three months ended December 31, 2021. This increase of $174,000, or 9%, was due mainly to sales of the SD7 in Q4 2022 of $985,000, offset by the decrease in sales of the legacy products and boosters of $811,000. |
| ● | Net loss was $6.6 million as compared to a net loss of $5.0 million in the same period in the prior year. |
| ● | Adjusted EBITDA was negative $5.0 million versus negative $2.7 million in the same period in the prior year. |
Liquidity and Capital Resources
As of December 31, 2022, the Company had a cash balance of $1.9 million and working capital of $1.6 million compared to $1.6 million and ($669,000), respectively, as of December 31, 2021.
As of December 31, 2022, the Company had zero debt compared to $7,200,000 of face-value promissory notes as of December 31, 2021.
Earnings Release and Conference Call Details
The Company plans to report results for the three months ended March 31, 2023 after the market close on Wednesday, May 24, 2023.
The Company will host a conference call at 8 a.m. ET on Thursday, May 25, 2023 to discuss its fourth quarter and full year 2022 and its first quarter 2023 financial results. Following management’s formal remarks there will be a question-and-answer session.
Date: Thursday, May 25, 2023
Time: 8 a.m. Eastern Time/5 a.m. Pacific Time
Conference ID number: 96645139
North America dial-in number: +1 (416) 764-8658
International toll-free dial-in number: +1 (888) 886-7786
There will also be a playback of the conference call, available in MP3 format by contacting investor relations below.
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About Siyata Mobile
Siyata Mobile Inc. is a B2B global vendor of next generation Push-To-Talk over Cellular devices and cellular booster systems. 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 signal in remote areas, inside structural buildings where signals are weak and within vehicles for the maximum cellular signal strength possible.
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:
Daniel Kim, VP of Corporate Development
Siyata Mobile Inc.
daniel@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.
-- Tables Follow --
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Consolidated Statements of Financial Position
(Expressed in US dollars)
| USD | USD | |||||||
| December 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash | $ | 1,913,742 | $ | 1,619,742 | ||||
| Trade and other receivables | 1,574,628 | 1,544,427 | ||||||
| Prepaid expenses | 173,504 | 154,266 | ||||||
| Inventory | 4,092,550 | 2,397,471 | ||||||
| Advance to suppliers | 155,852 | 470,167 | ||||||
| 7,910,276 | 6,186,073 | |||||||
| Long term receivable | 150,185 | 168,167 | ||||||
| Right of use assets | 887,137 | 1,077,845 | ||||||
| Equipment | 207,402 | 267,967 | ||||||
| Intangible assets | 6,987,531 | 4,350,537 | ||||||
| Total assets | $ | 16,142,531 | $ | 12,050,589 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current | ||||||||
| Bank loan | $ | - | $ | 27,159 | ||||
| Accounts payable and accrued liabilities | 3,078,650 | 2,646,321 | ||||||
| Deferred revenue | 149,600 | - | ||||||
| Lease obligations | 303,788 | 232,969 | ||||||
| Convertible debenture | - | 1,421,911 | ||||||
| Warrant liability | 2,734,804 | 2,176,686 | ||||||
| Future purchase consideration | - | 350,000 | ||||||
| 6,266,842 | 6,855,046 | |||||||
| Lease obligation | 635,217 | 787,513 | ||||||
| Convertible debenture | - | 1,921,382 | ||||||
| Total liabilities | 6,902,059 | 9,563,941 | ||||||
| Shareholders’ equity | ||||||||
| Share capital | 73,312,866 | 54,655,244 | ||||||
| Reserves | 13,647,399 | 10,389,555 | ||||||
| Accumulated other comprehensive loss | 98,870 | (38,739 | ) | |||||
| Deficit | (77,818,663 | ) | (62,519,412 | ) | ||||
| 9,240,472 | 2,486,648 | |||||||
| Total liabilities and shareholders’ equity | $ | 16,142,531 | $ | 12,050,589 | ||||
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Consolidated Statements of Operation and Comprehensive Income
(Expressed in US dollars)
For the 12 months ended December 31, 2022 and 2021
| 12 months ended Dec 31 | ||||||||
| USD | USD | |||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 6,481,910 | $ | 7,545,488 | ||||
| Cost of sales | (5,092,011 | ) | (5,677,317 | ) | ||||
| Gross profit | 1,389,899 | 1,868,171 | ||||||
| EXPENSES | ||||||||
| Amortization and depreciation | 1,142,165 | 1,008,321 | ||||||
| Development expenses | 339,828 | 846,242 | ||||||
| Selling and marketing | 4,723,309 | 4,504,992 | ||||||
| General and administrative | 7,435,016 | 4,932,450 | ||||||
| Inventory impairment | 813,205 | 3,087,999 | ||||||
| Inventory loss from water damage | 544,967 | - | ||||||
| Bad debts | 86,103 | 930,971 | ||||||
| Impairment of intangibles | - | 4,739,286 | ||||||
| Impairment goodwill | - | 852,037 | ||||||
| Share-based payments | 2,888,704 | 1,338,931 | ||||||
| Total operating expenses | 17,973,297 | 22,241,229 | ||||||
| Net operating loss | (16,583,398 | ) | (20,373,058 | ) | ||||
| OTHER EXPENSES | ||||||||
| Finance expense | 181,413 | 1,984,040 | ||||||
| Foreign exchange | 586,794 | 108,632 | ||||||
| Change in fair value of convertible promissory note | 4,794,710 | 295,492 | ||||||
| Change in fair value of warrant liability | (8,245,662 | ) | (390,322 | ) | ||||
| Transaction costs | 1,398,598 | 1,254,642 | ||||||
| Total other expenses | (1,284,147 | ) | 3,252,484 | |||||
| Recovery of income taxes | - | - | ||||||
| Net loss for the year | (15,299,251 | ) | (23,625,542 | ) | ||||
| Other comprehensive income | ||||||||
| Translation adjustment | 137,609 | 138,764 | ||||||
| Comprehensive loss for the year | $ | (15,161,642 | ) | $ | (23,486,778 | ) | ||
| Weighted average shares | 20,912,391 | 4,849,250 | ||||||
| Basic and diluted loss per share | $ | (0.73 | ) | $ | (4.87 | ) | ||
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Consolidated Statements of Operation and Comprehensive Income
(Expressed in US dollars)
For the 3 months ended December 31, 2022 and 2021
| 3 months ended Dec 31 | ||||||||
| USD | USD | |||||||
| Q4 2022 | Q4 2021 | |||||||
| Revenue | $ | 2,111,523 | $ | 1,937,659 | ||||
| Cost of sales | (1,941,451 | ) | (1,772,773 | ) | ||||
| Gross profit | 170,072 | 164,886 | ||||||
| EXPENSES | ||||||||
| Amortization and depreciation | 330,931 | 222,666 | ||||||
| Development expenses | 39,891 | 27,727 | ||||||
| Selling and marketing | 1,289,108 | 1,047,617 | ||||||
| General and administrative | 2,750,314 | 1,674,593 | ||||||
| Inventory impairment | 509,833 | (301,532 | ) | |||||
| Loss from water damage | 544,967 | - | ||||||
| Bad debts | 18,465 | 382,568 | ||||||
| Impairment of intangibles | - | 416,487 | ||||||
| Impairment goodwill | - | 32,583 | ||||||
| Share-based payments | 410,009 | 153,726 | ||||||
| Total operating expenses | 5,893,518 | 3,656,435 | ||||||
| Net operating loss | (5,723,446 | ) | (3,491,549 | ) | ||||
| OTHER EXPENSES | ||||||||
| Finance expense | 181,413 | 507,705 | ||||||
| Foreign exchange | 586,794 | (100,336 | ) | |||||
| Change in fair value of convertible promissory note | 4,794,710 | 295,492 | ||||||
| Change in fair value of warrant liability | (8,245,662 | ) | (390,322 | ) | ||||
| Transaction costs (Note 21) | 1,398,598 | 1,175,573 | ||||||
| Total other expenses | (1,284,147 | ) | 1,488,112 | |||||
| Net loss for the year | (7,007,593 | ) | (4,979,661 | ) | ||||
| Other comprehensive income | ||||||||
| Translation adjustment | 137,609 | 145,866 | ||||||
| Comprehensive loss for the year | $ | (6,869,984 | ) | $ | (4,833,795 | ) | ||
| Weighted average shares | 39,753,873 | 5,033,715 | ||||||
| Basic and diluted loss per share | $ | (0.18 | ) | $ | (0.99 | ) | ||
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Reconciliation to Adjusted EBITDA
(Expressed in US dollars)
For the three and 12 months ended December 31, 2022 and 2021
| Three months ended December 31, | 12 months ended December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net operating loss | $ | (5,723,447 | ) | $ | (3,491,549 | ) | (16,583,398 | ) | (20,273,058 | ) | ||||||
| Amortization and depreciation | 330,931 | 222,666 | 1,142,165 | 1,008,321 | ||||||||||||
| Intangible impairment | - | 416,487 | - | 4,739,286 | ||||||||||||
| Goodwill impairment | - | 32,583 | - | 852,037 | ||||||||||||
| Stock-based compensation | 410,009 | 153,726 | 2,884,704 | 1,338,931 | ||||||||||||
| Adjusted EBITDA | $ | (4,982,507 | ) | $ | (2,666,087 | ) | $ | (12,552,529 | ) | $ | (12,434,483 | ) | ||||
- END -
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