Core AI Holdings, Inc 6-K, filed Aug 19, 2024
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on August 19, 2024.
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, 2024
Commission File Number: 001-39557
Siyata Mobile Inc.
(Translation of registrant’s name into English)
7404 King George Blvd., Suite 200, King’s Cross
Surrey, British Columbia V3W 1N6, 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
Siyata Mobile Inc., a British Columbia (Canada) company (“Siyata” or the “Company”) that is a global vendor of Push-to-Talk over Cellular devices and of cellular signal booster systems, held a conference call at 8:30 a.m. Eastern Time on Friday, August 16, 2024, to discuss its second quarter 2024 financial results. Following management’s formal remarks there was a question-and-answer session.
A copy of the script of the earnings call is attached hereto as Exhibit 99.1.
On August 16, 2024, the Company issued a press release announcing that it delivered an order for its SD7 handsets to a new customer, the California Department of Parks and Recreation, for use at beaches and along waterfronts in the state.
The Company’s press release is filed as Exhibit 99.2 to this Report and is incorporated herein by reference.
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 final prospectus filed with the Securities and Exchange Commission (“SEC”) on April 8, 2024, 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 No. | Description | |
| 99.1 | Script of earnings call held on August 16, 2024. | |
| 99.2 | Press release dated August 16, 2024. |
1
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 16, 2024 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Siyata Mobile
Q2 2024 Conference Call
Friday, August 16, 2024
8:30 AM ET
Operator: Good morning, ladies and gentlemen, and welcome to the Siyata Mobile Q2 2024 Conference Call. All lines are in a listen-only mode. This call is being recorded on Friday, August 16, 2024.
I would now like to turn the conference over to Glenn Kennedy, Vice President of International Sales. Please go ahead.
Glenn Kennedy: Thank you for joining the Siyata Mobile second quarter 2024 conference call. Today, I’m joined by our CEO, Marc Seelenfreund.
During this call, management will make express and implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. These forward-looking statements include, but are not limited to, those statements regarding future product offerings, the belief that we are on the path for strong organic growth, the goal to deliver strong year-over-year revenue growth and reach profitability in the coming quarters, the belief that we will continue to see strong sales in all of our product lines and across our various markets, and the timing and sale of our rugged handsets to North American and international carriers.
Such forward-looking statements are based on the company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are not statements of historical fact and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
The company’s actual results may differ materially from those contemplated by the forward-looking statements. We caution you, therefore, against relying on any of these forward-looking statements. The company cannot guarantee future results, levels of activity, performance or achievements. The forward-looking statements contained in this presentation are subject to other risks and uncertainties, including those discussed in the Risk Factors section and elsewhere in the company’s annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
Now I’d like to turn the call over to Marc.
Marc Seelenfreund: Thank you, Glenn. Good morning and thank you for joining the call.
In the second quarter of 2024 ended June 30, revenue was $1.9 million, which is a $0.8 million decrease compared to $2.7 million in Q2 2023. This decrease was primarily due to working capital constraints which we believe was a short-term challenge that we addressed with our recent capital raises. Demand from our wireless carriers and distributors remains strong and we currently have an order backlog of over $7 million giving us strong visibility into the third and fourth quarters. We expect revenue in Q3 2024 will be significantly higher than Q2 2024 revenue and our goal for 2024 revenue is to have high double digit growth. As we scale our business aggressively, our order backlog may likely be inconsistent and perhaps lumpy at times due to the purchasing behavior of our customers. Therefore, we do not intend to disclose our backlog quarter to quarter. Having said that, we are extremely excited with our sales for the remaining half of 2024 as we are now seeing tangible, rapid adoption of our unique PTT product portfolio across our various sales channels.
With our North American wireless carrier partners, we are currently in an SD7 stocked position with AT&T, Verizon, UScellular, and Bell Mobility in Canada, and we also continue to sell in a non-stocked position to T-Mobile. Just as important, our sales reach beyond emergency services to include school safety, healthcare, utilities, hospitality and enterprise use cases among others. Therefore, we remain optimistic that 2024 will be a strong sales growth year for Siyata, compared to 2023.
For the remaining Q2 2024 financial metrics, gross margin percentage for Q2 2024 was 10.4% vs 29.7% in Q2 2023. Gross margin dollars decreased from $0.8 million to $0.2 million, a $0.6 million negative variance. The decrease in gross margin was primarily due to a one-time, heavily discounted transaction with an international reseller, which we believe will help our revenue in the second half of 2024. SG&A expenses are $4.0 million in Q2 2024 vs $2.7 million in Q2 2023. An increase of $1.3 million. This increase in SG&A was primarily due to marketing expenses related to investor awareness.
Adjusted EBITDA for Q2 2024 was Negative $3.8 million compared to negative $2.0 million in Q2 2023, a $1.8 million negative variance in EBITDA. Working capital as of June 30, 2024 was negative $8.3 million versus $1.3 million as of December 31, 2023, a $7.0 million decrease in working capital.
Removing both the non cash warrant and preferred share liabilities classified as current liabilities, the working capital at June 30, 2024 would have been $2.5 million and at December 31, 2024 would have been $1.5 million.
For the six months ended June 30, 2024, total revenue was $4.2 million, compared to $4.5 million in the same period of 2023, which is a negative variance of $300k. Gross Margin dollars were $1.1 million in 2024 compared to $1.3 million in the same period of 2023, which is a negative variance of $0.2 million. The decreased gross margin was again primarily due to a one-time, heavily discounted transaction that was sold internationally to a reseller, which we believe will help our revenue in the second half of 2024. Finally, the gross margin percentage was 25.0% in 2024, compared to 28.8% in the same period of 2023, a decrease of 3.8%.
Turning to significant business highlights, we are pleased to report that in addition to our strong backlog and our improved stocked positions with four North American carriers, we now have our SD7 Handset integrated with another leading global Push-to-Talk application called Zello, and we expect more applications will be announced in the future. This integration has already led to meaningful sales with multiple new sales opportunities in the works.
Also of note, we are in discussions with our business partners about new product launches, which we expect to announce in the coming months and will have a significant positive impact on our revenue in 2025 and beyond.
We recently expanded our sales team with the hiring of Bob Escalle as our VP of Public Safety. Bob previously served as the Director of Product Development at Samsung’s Mission Critical Push-to-Talk team. In the brief time that Bob has been at Siyata, he has already helped us to sharpen our product strategy and develop new sales opportunities. We are excited to have a person of his caliber on our team.
We are just beginning to see the rapid adoption of our disruptive solutions and as the displacement of land mobile radio by push-to-talk-over-cellular continues to progress, this should drive meaningful growth for our innovative products. We stand by our previously stated goal of strong revenue growth with the goal of profitability in the coming quarters. We will file our second quarter 2024 financial results with the SEC on Form 6-K and urge our listeners to access them from the SEC’s website -- search for Siyata Mobile.
That concludes our remarks. If you have any questions, please email them to SYTA@Haydenir.com. Thank you.
Exhibit 99.1
N E W S R E L E A S E
Siyata Mobile Announces New Order from New Customer
for SD7
Handsets for Use at Beaches and Waterfronts in California
Vancouver, BC – August 16, 2024 -- Siyata Mobile Inc. (Nasdaq: SYTA) (“Siyata” or the “Company”), a global developer and vendor of Push-to-Talk over Cellular (PoC) handsets and accessories, today announced that it delivered an order for its SD7 handsets to a new customer, the California Department of Parks and Recreation, for use at beaches and along waterfronts in the state.
Marc Seelenfreund, CEO of Siyata, commented, “We were pleased to deliver our highly innovative SD7 handsets to the state of California ahead of the busy Fourth of July holiday. The devices are being used by lifeguards and other parks and recreation professionals to help keep residents safe while enjoying California’s beaches, waterfronts and other outdoor spaces. Our ruggedized devices are well-suited for outdoor conditions and enable users to remain reliably connected across vast areas serviced by the parks and rec department.”
Bryan Etnyre, Public Safety Superintendent, CA State Parks, Orange Coast District, added, “This summer, California State Park Lifeguards in Orange County, CA began using FirstNet’s push-to-talk network using Siyata SD7 devices. 75 total devices were deployed allowing each lifeguard on the beach to effectively communicate with dispatch, patrol units, rescue vessels, and one another. The talk group layout allowed for greater situational awareness than one-to-one calling, and ultimately improved operations. Overall, the Siyata devices on the FirstNet network are a cost effective, easily scalable, and robust replacement for our existing Lifeguard tower communications system.”
About Siyata Mobile
Siyata Mobile Inc. is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of choice, to increase situational awareness and save lives. Police, fire, and ambulance organizations as well as schools, utilities, security companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories today.
In support of our Push-to-Talk handsets and accessories, Siyata also offers enterprise-grade In-Vehicle solutions and Cellular Booster systems enabling our customers to communicate effectively when they are in their vehicles, and even in areas where the cellular signal is weak.
Siyata sells its portfolio through leading North American cellular carriers, and through international cellular carriers and distributors.
Siyata’s common shares trade on the Nasdaq under the symbol “SYTA”.
Visit www.siyata.net and unidencellular.com to learn more.
Investor Relations:
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.
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