Core AI Holdings, Inc 6-K, filed Aug 15, 2025
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on August 15, 2025.
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, 2025
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
On August 14, 2025, Siyata Mobile Inc., a British Columbia (Canada) company the (“Company”), released its Second Quarter 2025 Financial Results. Attached hereto as Exhibit 99.1 and incorporated herein are the Company’s Financial Results for the Three and Six Months Ended June 30, 2025 and June 30, 2025. Also attached hereto as Exhibit 99.2 and incorporated herein by reference is the Company’s Management’s Discussion and Analysis for the three and six months ended June 30, 2025.
On August 14, 2025, the Company issued a press release regarding the financial statements, a copy of which is attached as Exhibit 99.3 to this Form 6-K.
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 April 21, 2025, 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
| 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: August 14, 2025 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Notice of No Auditor review of condensed interim consolidated financial statements
The Management of the Company is responsible for the preparation of the accompanying unaudited condensed interim consolidated financial statements. The unaudited condensed interim consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) for the preparation of consolidated interim financial statements and are in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting.
The Company’s independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in US dollars)
| USD | USD | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | 6,483,881 | 181,730 | ||||||
| Trade and Other Receivables | 689,585 | 1,404,180 | ||||||
| Prepaid Expenses | 665,716 | 119,802 | ||||||
| Inventory | 1,510,945 | 3,942,896 | ||||||
| Advance to Suppliers | 889,513 | 33,672 | ||||||
| 10,239,640 | 5,682,280 | |||||||
| Long Term Receivable | 197,683 | 181,584 | ||||||
| Right of Use Assets | 436,424 | 582,485 | ||||||
| Equipment | 145,231 | 157,820 | ||||||
| Intangible Assets | 9,051,852 | 8,285,036 | ||||||
| Total Assets | 20,070,830 | 14,889,205 | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current | ||||||||
| Loans from Financial Institutions | 218,873 | 2,077,290 | ||||||
| Sales of Future Receipts | 273,283 | 1,688,435 | ||||||
| Accounts Payable and Accrued Liabilities | 1,989,004 | 5,497,957 | ||||||
| Short Term Lease Liability | 293,611 | 296,366 | ||||||
| Warrant and Preferred Share Liabilities | 252,236 | 1,069,513 | ||||||
| 3,027,007 | 10,629,561 | |||||||
| Long Term Lease Liability | 211,474 | 338,373 | ||||||
| 211,474 | 338,373 | |||||||
| Total Liabilities | 3,238,481 | 10,967,934 | ||||||
| Shareholders’ Equity | ||||||||
| Share Capital | 129,115,693 | 104,916,071 | ||||||
| Subscription Receivables | (3,691,280 | ) | - | |||||
| Reserves | 14,927,501 | 14,927,501 | ||||||
| Accumulated Other Comprehensive Loss | 98,870 | 98,870 | ||||||
| Deficit | (123,618,435 | ) | (116,021,171 | ) | ||||
| 16,832,349 | 3,921,271 | |||||||
| Total Liabilities and Shareholders’ Equity | 20,070,830 | 14,889,205 | ||||||
| Nature of operations and going concern (Note 1) | ||
| Subsequent events (Note 15) | ||
| Approved on August 14, 2025 on behalf of the Board: | ||
| “Lourdes Felix” | “Marc Seelenfreund” | |
| Lourdes Felix - Director | Marc Seelenfreund - Director |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in US dollars)
For the three and six months ended June 30, 2025 and 2024
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Revenue | $ | 2,034,779 | $ | 1,890,968 | $ | 4,503,110 | $ | 4,248,847 | ||||||||
| Cost Of Sales | (1,737,451 | ) | (1,694,154 | ) | (3,675,546 | ) | (3,188,616 | ) | ||||||||
| Gross Profit | 297,328 | 196,814 | 827,564 | 1,060,231 | ||||||||||||
| 14.6 | % | 10.4 | % | 18.4 | % | 25.0 | % | |||||||||
| Expenses | ||||||||||||||||
| Amortization and Depreciation | 416,822 | 433,129 | 831,802 | 837,787 | ||||||||||||
| Development Expenses | 165,000 | - | 331,600 | 35,000 | ||||||||||||
| Selling and Marketing | 1,099,592 | 954,388 | 2,238,228 | 2,102,406 | ||||||||||||
| Equity Promotion and Marketing | 455,500 | 2,000,000 | 938,750 | 2,150,000 | ||||||||||||
| General and Administrative | 1,369,049 | 1,033,301 | 2,640,496 | 2,071,853 | ||||||||||||
| Bad Debts | 59,308 | - | 68,499 | 18,858 | ||||||||||||
Inventory Impairment | - | - | 37,200 | - | ||||||||||||
| Share-Based Payments | - | 83,762 | - | 200,886 | ||||||||||||
| Total Operating Expenses | 3,565,271 | 4,504,580 | 7,086,575 | 7,416,790 | ||||||||||||
| Net Operating Loss | (3,267,943 | ) | (4,307,766 | ) | (6,259,011 | ) | (6,356,559 | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Finance Expense | 646,242 | 942,283 | 1,763,864 | 1,722,039 | ||||||||||||
| Foreign Exchange | 148,011 | (1,706 | ) | 95,880 | (10,651 | ) | ||||||||||
| Change in Reserve For Claims | (254,000 | ) | - | (484,609 | ) | - | ||||||||||
| Loss on Issuance | - | 6,129,282 | - | 6,129,282 | ||||||||||||
| Loss on Extinguishment of Financial Liability | - | 601,163 | - | 601,163 | ||||||||||||
| Gain on Settlement of Derivative | - | - | (36,882 | ) | - | |||||||||||
| Change In Fair Value of Warrant Liability | - | (31,986 | ) | - | (54,570 | ) | ||||||||||
| Transaction Costs | - | 977,318 | - | 977,318 | ||||||||||||
| Total Other Expenses | 540,253 | 8,616,354 | 1,338,253 | 9,364,581 | ||||||||||||
| Net Loss and Comprehensive Loss for The Period | (3,808,196 | ) | (12,924,120 | ) | (7,597,264 | ) | (15,721,140 | ) | ||||||||
| Weighted average shares | 6,140,017 | 10,892 | 3,876,110 | 7,031 | ||||||||||||
| Basic and diluted loss per share | (0.62 | ) | (1,186.55 | ) | (1.96 | ) | (2,236.07 | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 3 |
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in US dollars)
For the six months ending June 30, 2025 and June 30, 2024
Share Capital- Number of Shares | Share Capital Amount | Reserves | Accumulated Other Comprehensive Income (loss) | Subscription Receivables | Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||
| Balance, December 31, 2023 | 3,169 | $ | 85,714,727 | $ | 14,644,20 | $ | 98,870 | - | $ | (90,750,457 | ) | $ | 9,707,340 | |||||||||||||||
| Shares issued on capital raise | 4,111 | 253,840 | - | - | - | - | 253,840 | |||||||||||||||||||||
| Shares issued to supplier | 79 | 34,286 | - | - | - | - | 34,286 | |||||||||||||||||||||
| Share based payments | - | - | 200,886 | - | - | - | 200,886 | |||||||||||||||||||||
| Pre-funded warrants exercised | 16,855 | 6,562,874 | - | - | - | - | 6,562,874 | |||||||||||||||||||||
| Net Loss | - | - | - | - | - | (15,721,140 | ) | (15,721,140 | ) | |||||||||||||||||||
| Balance, June 30, 2024 | 24,215 | 92,565,727 | 14,845,086 | 98,870 | - | (106,471,597 | ) | 1,038,086 | ||||||||||||||||||||
| Balance, December 31, 2024 | 787,733 | $ | 104,916,071 | $ | 14,927,501 | $ | 98,870 | - | $ | (116,021,171 | ) | $ | 3,921,271 | |||||||||||||||
| Shares Issued Under the Equity Line of Credit | 10,467,140 | 22,993,267 | - | - | (3,691,280 | ) | - | 19,301,987 | ||||||||||||||||||||
| Redemption of preferred shares | 811,743 | 1,206,355 | - | - | - | - | 1,206,355 | |||||||||||||||||||||
| Net Loss | - | - | - | - | - | (7,597,264 | ) | (7,597,264 | ) | |||||||||||||||||||
| Balance, June 30, 2025 | 12,066,616 | $ | 129,115,693 | $ | 14,927,501 | $ | 98,870 | $ | (3,691,280 | ) | $ | (123,618,435 | ) | $ | 16,832,349 | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US dollars)
For the six months ended June 30
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss for the year | (7,597,264 | ) | (15,721,140 | ) | ||||
| Adjustments | ||||||||
| Amortization and depreciation | 831,802 | 837,787 | ||||||
| Bad debt expense | 68,499 | 18,858 | ||||||
| Interest expense - Equity Line of Credit | 635,294 | - | ||||||
| Change in reserve for claims | (484,609 | ) | - | |||||
| Interest expense, net of repayments | 14,052 | 14,000 | ||||||
| Impairment of inventory | 37,200 | - | ||||||
| Gain on settlement of derivative | (36,882 | ) | - | |||||
| Fair value changes on derivatives | - | 6,675,875 | ||||||
| Foreign exchange | (13,500 | ) | 6,580 | |||||
| Share based payments | - | 200,886 | ||||||
| Shares issued to supplier | - | 34,286 | ||||||
| Transaction costs | - | 977,318 | ||||||
| Net change in non-cash working capital | (1,385,252 | ) | (519,751 | ) | ||||
| Net cash used in operating activities | (7,930,660 | ) | 7,475,301 | ) | ||||
| Investing activities | ||||||||
| Investment in securities | - | (1,000,000 | ) | |||||
| Intangible asset additions | (1,414,793 | ) | (576,423 | ) | ||||
| Equipment additions | (3,428 | ) | - | |||||
| Net cash used in investing activities | (1,418,221 | ) | (1,576,423 | ) | ||||
| Financing activities | ||||||||
| Lease payments | (168,052 | ) | (170,637 | ) | ||||
| Loans from financial institutions (repayment) | (1,858,417 | ) | 529,770 | |||||
| Shares issued under the Equity Line of Credit | 19,301,987 | - | ||||||
| Proceeds from exercise of prefunded warrants | - | 31,960 | ||||||
| Issuance of warrants and preferred shares, net of redemptions | - | 10,707,928 | ||||||
| Transaction costs | - | (977,318 | ) | |||||
| Redemption of Class C shares | (209,334 | ) | - | |||||
| Sale of future receipts (repayments) | (1,415,152 | ) | 684,476 | |||||
| Net cash from financing activities | 15,651,032 | 10,806,179 | ||||||
| Effect of foreign exchange on cash | - | - | ||||||
| Change in cash and restricted cash for the period | 6,302,151 | 1,754,455 | ||||||
| Cash and restricted cash, beginning of the period | 181,730 | 898,771 | ||||||
| Cash and restricted cash, end of period | 6,483,881 | 2,653,226 | ||||||
| Interest paid | 1,763,864 | 1,722,039 | ||||||
| Taxes paid | - | - | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Siyata Mobile Inc. (“Siyata” or the “Company”) was incorporated under the Business Corporations Act, British Columbia on October 15, 1986. The Company’s shares are listed on NASDAQ under the symbol SYTA and warrants issued on September 29, 2020, are traded under the symbol SYTAW. The Company’s principal activity is the sale of vehicle-mounted, cellular-based communications platforms over advanced mobile networks and cellular booster systems. The registered and records office is located at 7404 King George Boulevard, Suite 200, Surrey, British Columbia V3W-1N6.
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) IAS 34 Interim Financial Reporting, with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company incurred a net loss of $7,597,264 during the six month period ended June 30, 2025 (six month period ended June 30, 2024 - net loss of $15,721,140), and, as of that date, the Company’s total deficit was $123,618,435 (December 31, 2024 - $116,021,171). The Company’s continuation as a going concern is dependent upon the success of the Company’s sale of inventory, the existing cash flows, and the ability of the Company to obtain additional debt or equity financing, all of which are uncertain. These material uncertainties raise substantial doubt on the Company’s ability to continue as a going concern.
War in Israel
On October 7, 2023 a war broke out in Israel and many reservists were called up to the Israeli army.
Several of our employees are or may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.
There have been travel advisories imposed as related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Additionally, members of our management and employees are located and reside in Israel. Shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our management and employees’ ability to effectively perform their daily tasks.
The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the import of inputs and the export of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.
It is currently not possible to predict the duration or severity of the ongoing conflict in the Middle East or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.
| 6 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 2. | BASIS OF PREPARATION |
Statement of compliance
These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with both International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) as well as by International Accounting Standards (IAS) 34 Interim Financial Reporting. Omitted from these financial statements are certain information and note disclosures normally included in the annual financial statements. These financial statements and notes presented should be read in conjunction with the annual financial statements for the year ended December 31, 2024.
The accounting methods and principles of computation adopted in these financial statements are the same as those in annual consolidated financial statements for the year ended December 31, 2024.
The preparation of these unaudited condensed interim consolidated financial statements requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The significant judgements made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2024 annual consolidated financial statements.
Basis of consolidation and presentation
These unaudited condensed interim consolidated financial statements of the Company have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.
Capitalizing to intangible assets costs incurred on a new rugged device called the SD9 and the Company has an agreement in place with AT&T who provide subsidies when the Company reaches certain milestones. The funds received from AT&T reduces the total cost of intangible assets. In exchange for funds received from AT&T, the Company provides AT&T with exclusivity on the product until March 2027. Other new products under development are capitalized up until their fair value and will only be amortized upon available for use.
These unaudited condensed interim consolidated financial statements incorporate the financial statements of the Company and its wholly controlled subsidiaries. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. These condensed interim consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.
The unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
| Name of Subsidiary | Place of Incorporation | Ownership | ||||
| Queensgate Resources Corp. | British Columbia, Canada | 100 | % | |||
| Queensgate Resources US Corp. | Nevada, USA | 100 | % | |||
| Siyata Mobile (Canada) Inc. | British Columbia, Canada | 100 | % | |||
| Siyata Mobile Israel Ltd. | Israel | 100 | % | |||
| Signifi Mobile Inc. | Quebec, Canada | 100 | % | |||
| ClearRF Nevada Ltd. | Nevada, USA | 100 | % | |||
| Siyata PTT Incorporated | Cayman Islands | 100 | % | |||
| 7 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 3. | LOANS FROM FINANCIAL INSTITUTIONS |
| Factoring loan | PO Financing Loan | Jan 29, 2024 Loan | April 30, 2024 Loan | September 4, 2024 Loan | December 2, 2024 Ballon Loan | December 2, 2024 Monthly Loan | Total | |||||||||||||||||||||||||
| Opening Balance January 1, 2023 | - | - | - | |||||||||||||||||||||||||||||
| Change in factoring for the period | 89,298 | 89,298 | ||||||||||||||||||||||||||||||
| New loan advances | - | |||||||||||||||||||||||||||||||
| Loan repayments | - | |||||||||||||||||||||||||||||||
| Closing Balance December 31, 2023 | 89,298 | - | 89,298 | |||||||||||||||||||||||||||||
| Opening Balance January 1, 2024 | 89,298 | - | 89,298 | |||||||||||||||||||||||||||||
| Change in factoring for the period | 647,860 | 647,860 | ||||||||||||||||||||||||||||||
| New loan advances | 920,041 | 200,000 | 125,000 | 200,000 | 100,000 | 50,000 | 1,595,041 | |||||||||||||||||||||||||
| Loan repayments | (258,440 | ) | (133,599 | ) | (6,866 | ) | (398,905 | ) | ||||||||||||||||||||||||
| Interest included in repayments | 58,440 | 39,519 | 3,113 | 101,072 | ||||||||||||||||||||||||||||
| Accrued interest expense | 38,432 | 4,492 | 42,924 | |||||||||||||||||||||||||||||
| Closing Balance December 31, 2024 | 737,158 | 920,041 | - | 30,920 | 238,432 | 104,492 | 46,247 | 2,077,290 | ||||||||||||||||||||||||
| Opening Balance January 1, 2025 | 737,158 | 920,041 | - | 30,920 | 238,492 | 104,492 | 46,247 | 2,034,366 | ||||||||||||||||||||||||
| Change in factoring for the period | - | |||||||||||||||||||||||||||||||
| New loan advances | - | |||||||||||||||||||||||||||||||
| Loan repayments | (569,046 | ) | (920,041 | ) | (33,832 | ) | (270,039 | ) | (99,587 | ) | (41,194 | ) | (1,933,738 | ) | ||||||||||||||||||
| Interest included in repayments | 2,912 | 104,492 | 27,579 | 13,223 | 118,246 | |||||||||||||||||||||||||||
| Accrued interest expense | - | |||||||||||||||||||||||||||||||
| Closing Balance June 30, 2025 | 168,112 | - | - | - | - | 32,484 | 18,277 | 218,873 | ||||||||||||||||||||||||
| (a) | On January 29, 2024, the Company entered into a securities purchase agreement (the “January Purchase Agreement”) with an institutional investor pursuant to which the Company issued an unsecured promissory note in the principal amount of $230,750, with a stated maturity date of November 15, 2024. The gross proceeds to the Company from the exercise totalled approximately $195,000, prior to deducting legal and diligence expenses and agent fees/expenses. The Note’s interest of 5.48% monthly and outstanding principal shall be paid in ten consecutive monthly payments, each in the amount of $25,844 (a total payback of $258,440) commencing on February 15, 2024. The loan was fully repaid prior to December 31, 2024.
On April 30, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $150,150, with a stated maturity date of February 28, 2025. The Note’s interest of 5.79% monthly and outstanding principal shall be paid in ten consecutive monthly payments commencing on May 30, 2024, each in the amount of $ $16,817 (a total payback of combined principal and interest in the amount of $168,169). The note was fully repaid during the three months ended March 31, 2025.
On September 4, 2024, the Company issued an unsecured promissory note in the principal amount of $200,000, with a stated maturity date of June 28, 2025. The note carried monthly interest of 4.49%, with a balloon payment of $175,542 made on February 28, 2025, followed by four monthly payments of $23,630.78 commencing March 28, 2025 (total repayment of $270,065). The note was fully repaid by June 30, 2025, and had no outstanding balance. | |
| (b) | On December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $100,000, with a stated maturity date of September 30, 2025. The note carries monthly interest of 4.49%, with a payment of $87,771.42 made on May 30, 2025, followed by four monthly payments of $11,815.39 commencing June 30, 2025 (total repayment of $135,033). As of June 30, 2025, the outstanding balance was $32,485. | |
| (c) | Also on December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $50,000, with a stated maturity date of September 30, 2025. The note carried monthly interest of 6.22%, with ten monthly payments of $6,865.60 commencing December 30, 2024 (total repayment of $68,656). A repayment of $41,194 was made during the period ended June 30, 2025. As of June 30, 2025, the outstanding balance was $18,277. | |
| (d) | The Company maintains a purchase order financing line of credit of $2,000,000, used to issue letters of credit to foreign contract manufacturers. As of June 30, 2025, the outstanding balance of unfunded letters of credit was $1,290,000. Letters of credit loans totalling $NIL (December 31, 2024-$920,041) were funded and outstanding. The December 31, 2024 letter of credit loans were fully repaid during the period. The PO financing loans are guaranteed by both the CEO and CFO of the Company. |
| 8 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 4. | SALES OF FUTURE RECEIPTS |
| June 30, 2025 | December 31, 2024 | |||||||
| Sale of Future Receipts payable | ||||||||
| Opening Balance January 1 | $ | 1,688,435 | $ | 1,467,899 | ||||
| Payment received in the period | $ | 4,050,000 | $ | 1,478,776 | ||||
| Repayments in receipts in the period | $ | (6,072,750 | ) | $ | (3,564,283 | ) | ||
| Interest expense for the period | $ | 607,598 | $ | 2,306,044 | ||||
| Closing Balance-End of Period - | $ | 273,283 | $ | 1,688,435 | ||||
During the period ended June 30, 2025 and the year ended December 31, 2024, the Company entered into multiple agreements for the sale of future receipts with the same purchaser. Under the terms of these agreements, the Company received advances in exchange for a percentage of its future revenues, with specified repayment terms and interest rates, as follows:
(a) On January 31, 2024, the Company entered into an agreement to sell future receipts in the amount of $489,331. The Company received net proceeds of $323,632 after transaction fees. The advance was repayable in weekly instalments of $17,476 over 28 weeks, accruing interest at a rate of 3.1% per week. This agreement was fully repaid as of September 30, 2024.
(b) On March 26, 2024, the Company entered into an agreement to sell future receipts in the amount of $2,920,000, which included the rollover of the remaining balance of the December 2023 agreement. The Company received net proceeds of $401,143 after transaction fees. The advance was repayable in weekly instalments of $100,690 over 28 weeks, accruing interest at a rate of 3.2% per week. As of October 16, 2024, the outstanding principal balance was $NIL.
(c) On October 16, 2024, the Company entered into an agreement to sell future receipts in the amount of $1,920,050, which included the rollover of the remaining balance of the March 2024 agreement. The total repayment amount was $2,803,273, payable in weekly instalments of $50,000 for 10 weeks followed by $104,694 for 22 weeks, accruing interest at a rate of 3.2% per week. As of December 31, 2024, the outstanding principal balance was $1,688,435. During the period January 1, 2025 to June 30, 2025, the Company repaid a total of $2,472,750 of which $679,598 was interest expense and the repayment of principal of $1,793,152. The principal balance of this sale of future receipts at June 30, 2025 is $NIL.
(d) During the six months ended June 30, 2025, the Company entered into weekly revolving agreements for a $200,000 sale of future receipts, accruing interest at a rate of 2% per week, which was repaid weekly in the amount of $204,000 which was $200,000 of principal and $4,000 of interest expense. Over a nineteen-week period, the sum of these sale of future receipts totalled $3,800,000, and the sum of the repayments of these future receipts was $3,872,000 of which $3,800,000 was principal repayments and $72,000 was interest expense. The principal balance of this sale of future receipts at June 30, 2025 is $NIL.
(e) On May 21, 2025, the Company entered into an agreement for the sale of future receipts in the amount of $250,000. The net proceeds received on this date were $250,000. Interest expenses for the period were $38,750 and repayment of principal of $16,747 during the period. The principal balance of this sale of future receipts at June 30, 2025 is $273,283.
Each of these agreements are collateralized by 15% of the Company’s future revenues until repayment in full and secured by a security interest in the Company’s present and future accounts receivable.
| 9 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 5. | WARRANT AND PREFERRED SHARE LIABILITIES |
| (a) | Warrant Liability |
The warrants are determined to be a liability based on the following:
Based on the terms of the warrants outstanding, the Holder may elect to receive common shares for the warrants exercised in lieu of a cash payment for such exercise. The cashless exercise provision takes into consideration the market price of the Company’s stock at the time of the election and the exercise price of the warrant. If the Holder chooses the cashless exercise option, the Company will deliver a variable number of shares, since the number of shares will vary depending on the share price. As the Company will issue a variable number of shares under the cashless exercise option this would result in the settlement failing to meet the ‘fixed-for-fixed’ requirement in paragraph 16(b)(ii) of IAS 32, as such these warrants are classified as a financial liability.
The pre-funded warrants on the date of any issuances, before any reverse stock splits, has both a $0.01 exercise price and a cashless exercise resulting in these prefunded warrants not meeting the ‘fixed-for-fixed’ as such, are classified as a financial liability.
The balance of the warrant liability is as follows:
| Warrants January 11, 2022 | Pre-funded warrants October 31, 2023 | Regular warrants April 9, 2024 | Prefunded warrants May 10 2024 | Regular warrants June 5 2024 | Prefunded warrants June 28 2024 | Prefunded warrants August 15 2024 | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| # of Units | Amount | # of Units | Amount | # of Units | Amount | # of Units | Amount | # of Units | Amount | # of Units | Amount | # of Units | Amount | # of Units | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, Dec 31, 2023 | 80 | $ | 3,158 | 206 | 153,275 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 286 | 156,433 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | 656 | 104,871 | 16,705 | 3,969,929 | 3,733 | 626,482 | 56,026 | 5,999,999 | 227,294 | 3,977,269 | 304,414 | 14,678,550 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants April 11, 2024 | (150 | ) | (85,320 | ) | (150 | ) | (85,320 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Warrants May10-29 | (16,705 | ) | (6,445,594 | ) | (16,705 | ) | (6,445,594 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of warrant liability (June 5, 2024) | (656 | ) | (312,983 | ) | (656 | ) | (312,983 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Warrants July 1-26, 2024 | (56,026 | ) | (5,583,735 | ) | (56,026 | ) | (5,583,735 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of warrant liability July 11, 2024 | (3,733 | ) | (1,602,021 | ) | (3,733 | ) | (1,602,021 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Warrants August 15-Sep 10, 2024 | (227,294 | ) | (3,724,084 | ) | (227,294 | ) | (3,724,084 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value | (3,158 | ) | (67,855 | ) | 82,361 | (1,372,403 | ) | 975,539 | (416,264 | ) | (1,685,514 | ) | - | (2,487,294 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of warrant liability | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Day 1 loss | 125,751 | 3,848,068 | 1,432,329 | - | 5,406,148 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 80 | $ | - | 56 | 100 | - | - | - | - | - | - | - | - | - | - | 136 | 100 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 80 | $ | - | 56 | 100 | - | - | - | - | - | - | - | - | - | - | 136 | 100 | |||||||||||||||||||||||||||||||||||||||||||||||
There were no changes to the warrant liability between December 31, 2024 and June 30, 2025.
| 10 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 5. | WARRANT AND PREFERRED SHARE LIABILITIES (Cont’d) |
| (b) | Preferred Share Liability |
The preferred shares are classified as a liability due to the following:
In applying the guidance under IAS 32.16(b)(i), management needs to ascertain if there is a contractual obligation to deliver a variable number of shares to the Holder. If the Holder exercises the conversion option, the Company is required to deliver common shares based on the conversion price that also takes into consideration the Company’s stock price on certain trading days immediately prior to the date of such exercise. As the conversion price would result in the Company issuing variable number of equity instruments upon the exercise of the conversion option, the Preferred Stock fails to meet the criteria requirement in paragraph 16(b)(i) of IAS 32, as such, these Preferred Stock are classified as a financial liability.
The balance of the Preferred Share Liability is as follows:
| Pref share | ||||||||
| Class C Preferred Share Activity | # of Units | Liability $ | ||||||
| Opening Balance January 1, 2025 | 909 | $ | 1,069,413 | |||||
| Issuances for the period | 540 | 635,294 | ||||||
| Redemptions and conversion | (1,234 | ) | (1,452,571 | ) | ||||
| Closing Balance June 30, 2025 | 215 | $ | 252,136 | |||||
Refer to Note 15 Subsequent Events for class C preferred share activity after June 30, 2025 and until the date of this report.
| 6. | SHARE CAPITAL |
| (a) | Authorized Unlimited number of common shares without par value |
As at June 30, 2025, the Company had 12,066,616 common shares issued and outstanding (December 31, 2024 – 787,733).
As of the date of issuance of these financial statements, total outstanding common shares is 12,387,223. See Note 15 Subsequent events for common share activity subsequent to the period end.
During the six months ended June 30, 2025, the Company issued 10,467,140 common shares under the Equity Line of Credit for total proceeds of $22,993,267.
During the six months ended June 30, 2025, holders of 1,025 Class C preferred shares converted their shares into 811,743 common shares of the Company. The Company credited $1,205,355 to share capital for the conversion. There was no gain or loss recognized on this transaction.
During the six months ended June 30, 2025, 209 Class C preferred shares were redeemed for proceeds of $209,000.
| Common Share Activity January 1, 2025-June 30, 2025 | ||||||||
| # of shares | $ | |||||||
| Opening Balance January 1, 2025 | 787,733 | 104,916,071 | ||||||
| Shares issued under the Equity Line of credit | 10,467,140 | 22,993,267 | ||||||
| Conversion of Class C preferred shares into common shares | 811,743 | 1,206,355 | ||||||
| Closing Balance June 30, 2025 | 12,066,616 | $ | 129,115,693 | |||||
| (b) | Authorized 2,000 Class “C” preferred shares without par value |
As at June 30, 2025, the Company had 215 Class “C” preferred shares issued and outstanding (December 31, 2024 – 909).
As of the date of issuance of these financial statements, total outstanding Class “C” preferred shares is NIL. See Note 15, Subsequent events for Class “C” preferred share activity subsequent to the period end.
| 11 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 6. | SHARE CAPITAL (Cont’d) |
| (c) | Common and preferred share transactions |
Transactions for the six months ended June 30, 2025 are as follows:
| a) | On January 6, 2025, the Company filed an amendment to its Registration Statement on Form F-1 (File No. 333-282880) (the “Prior Registration Statement”) to increase the number of common shares offered under the Equity Line of Credit originally registered on November 14, 2024. The amendment registered an additional 111,891 common shares, representing no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table included in the Prior Registration Statement.
During the six months ended June 30, 2025, the Company issued 646,154 common shares pursuant to put notices under this equity line of credit facility, generating net proceeds of $1,332,989 after deducting brokerage commissions and legal fees. As of June 30, 2025, the facility had been fully utilized. |
| b) | On January 21, 2025, the Company issued a final prospectus of a registered offering of 2,739,296 common shares for an amount of up to $18,000,000 for an Equity Line of Credit (“ELOC2”) with one investor, Hudson Global Ventures, LLC. The Company also issued as a commitment fee a total of 540 Class C preferred shares of the Company to this investor, of which 100,000 common shares to be issued on the conversion of these preferred shares are registered. These 540 commitment shares were recorded as a liability at its fair value of $635,294 and recorded as a finance fee expense in the period.
During the six months ended June 30, 2025, an institutional investor converted 325 of the 540 outstanding Class “C” Commitment Preferred Shares into 99,723 shares of the Company’s common stock. In connection with the conversion, the Company credited $382,353 to share capital. No gain or loss was recognized upon conversion. As of June 30, 2025, 215 Class “C” Commitment Preferred Shares remained outstanding.
On April 29, 2025, the Company filed an amendment to the Equity Line of Credit agreement originally dated January 14, 2025, to increase the total number of common shares issuable thereunder by 20%. As a result, the maximum number of common shares issuable under the facility increased by 547,859 shares, from 2,739,296 to 3,287,155 shares.
During the six months ended June 30, 2025, the Company issued a total of 3,287,155 common shares pursuant to put notices under the amended Equity Line of Credit agreement (“ELOC2”), generating gross proceeds of $5,511,200, net of brokerage commissions and legal fees. |
| c) | During the three months ended March 31, 2025, the Company redeemed 209 Class “C” Commitment Preferred Shares for total cash disbursements of $209,000. In connection with the redemption, the Company reduced the warrant liability by $245,882, representing the fair value of the associated warrants, and recognized a gain on derivative instruments of $36,882. | |
| d) | On May 10, 2025, the Company entered into a registered equity line of credit agreement with a single institutional investor, providing for aggregate gross proceeds of up to $12,811,735, representing approximately 11,000,000 shares of the Company’s common stock. Under the terms of the agreement, the Company may issue put notices to the investor to purchase shares, subject to a beneficial ownership limitation of 4.99%. The purchase price per share is equal to 87.5% of the lesser of (i) the closing price of the common stock on the trading day immediately preceding the issuance of the put notice, or (ii) the lowest closing price during the three trading days following the issuance of the put notice. From the date of effectiveness through June 30, 2025, the Company issued 4,926,642 common shares under this facility for net proceeds of $12,482,382. | |
| e) | On May 9, 2025, an investor converted 126 Class “C” Commitment Preferred Shares, with a stated value of $126,000, into 180,645 shares of the Company’s common stock. The Company credited $148,235 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion. | |
| f) | On May 9, 2025, an investor converted 273 Class “C” Commitment Preferred Shares, with a stated value of $273,000, into 391,397 shares of the Company’s common stock. The Company credited $321,176 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion. | |
| g) | On May 12, 2025, an investor converted 8 Class “C” Commitment Preferred Shares, with a stated value of $8,000, into 11,469 shares of the Company’s common stock. The Company credited $9,412 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion. | |
| h) | On June 13, 2025, the Company entered into a second registered equity line of credit agreement with an institutional investor, providing for aggregate gross proceeds of up to $3,702,515, representing approximately 1,754,745 shares of the Company’s common stock. The terms of the agreement are consistent with the May 10, 2025, facility, including the 4.99% beneficial ownership limitation and pricing formula. On June 30, 2025, the Company filed an amendment to this agreement to increase the number of shares issuable under the facility by 20%, resulting in an increase of 350,949 shares, for a new total of 2,105,694 shares. From the date of effectiveness through June 30, 2025, the Company issued 2,042,789 common shares under this facility for net proceeds of $3,666,694. |
| i) | As of June 30, 2025, the Company had subscription receivables totaling $3,691,280 related to common shares issued prior to period end. These amounts were received subsequent to June 30, 2025 and are presented as a separate component of shareholders’ equity. |
Transactions subsequent to the six months ended June 30, 2025 see Subsequent Events Note 15.
| 12 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 6. | SHARE CAPITAL (Cont’d) |
| (d) | Stock options |
The Company has a shareholder-approved “rolling” stock option plan (the “Plan”) in compliance with Nasdaq policies. Under the Plan the maximum number of shares reserved for issuance may not exceed 15% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant, less a discount of up to 25%. Options can have a maximum term of ten years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.
A summary of the Company’s stock option activity is as follows:
Number of Stock Options | Weighted Average Exercise Price | |||||||
| Outstanding options, December 31, 2023 | 12 | $ | 38,903 | |||||
| Granted | - | - | ||||||
| Expired/Cancelled | (1 | ) | 2,268 | |||||
| Outstanding options, December 31, 2024 | 11 | $ | 250,855 | |||||
| Granted | - | - | ||||||
| Expired/Cancelled | - | - | ||||||
| Outstanding options, June 30, 2025 | 11 | $ | 250,855 | |||||
| (e) | Stock options (cont’d) |
As at June 30, 2025 stock options outstanding are as follows:
| Grant Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price | Expiry date | Remaining contractual life (years) | |||||||||||||
| 15-Nov-20 | 1 | 1 | 756,000.00 | 15-Nov-30 | 5.38 | |||||||||||||
| 15-Nov-20 | 1 | 1 | 756,000.00 | 15-Nov-25 | 0.38 | |||||||||||||
| 13-Apr-22 | 6 | 6 | 138,600.00 | 13-Apr-27 | 1.79 | |||||||||||||
| 12-Jul-22 | 3 | 3 | 138,600.00 | 12-Jul-25 | 0.03 | |||||||||||||
| Total | 11 | 11 | $ | 250,854.55 | 1.51 | |||||||||||||
Transactions for the six month period ended June 30, 2024 are as follows:
| ● | One option outstanding with a weighted average exercise price of $378,000 per option expired on January 15, 2024; |
There were no transactions for the six month period ended June 30, 2025.
| 13 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 6. | SHARE CAPITAL (Cont’d) |
| (f) | Restricted share units |
The Company approved on February 14, 2022, the addition of the issuance of restricted share units to the existing executive stock option plan.
A summary of the Company’s restricted share unit activity during the six month period ended June 30, 2025 is as follows:
| Number of RSU’s | Weighted Average Issue Price | |||||||
| Outstanding RSU, December 31, 2023 | 24 | $ | 132,353 | |||||
| Granted | - | - | ||||||
| Exercised/cancelled | - | - | ||||||
| Outstanding RSU, December 31, 2024 | 24 | $ | 132,353 | |||||
| Granted | - | - | ||||||
| Exercised/cancelled | - | - | ||||||
| Outstanding RSU, June 30, 2025 | 24 | $ | 132,353 | |||||
There were no transactions for the six months ended June 30, 2025 and 2024.
As at June 30, 2025 restricted stock options outstanding are as follows:
| Grant Date | Number of RSU’s outstanding | Number of RSU’s exercisable | Weighted Average Issue Price | |||||||||
| 9-Mar-22 | 17 | 17 | $ | 129,780 | ||||||||
| 13-Apr-22 | 7 | 7 | $ | 138,600 | ||||||||
| Outstanding RSU, June 30, 2025 | 24 | 24 | $ | 132,353 | ||||||||
| 14 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 6. | SHARE CAPITAL (Cont’d) |
| (g) | Agents’ options |
A summary of the Company’s agent options activity is as follows:
| Number of | Weighted average | |||||||
| options | exercise price | |||||||
| Outstanding agent options, December 31, 2023 | 103 | $ | 4,986 | |||||
| Expired | (2 | ) | 144,900 | |||||
| Outstanding agent options, December 31, 2024 | 101 | 35,641 | ||||||
| Expired | - | - | ||||||
| Outstanding agent options, June 30, 2025 | 101 | $ | 35,641 | |||||
As at June 30, 2025 agent options outstanding are as follows:
| Grant Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price | Expiry date | Remaining contractual life (years) | |||||||||||||
| 29-Sep-20 | 1 | 1 | $ | 831,600 | 28-Sep-25 | 0.25 | ||||||||||||
| 29-Sep-20 | 2 | 2 | $ | 863,100 | 28-Sep-25 | 0.25 | ||||||||||||
| 11-Jan-22 | 3 | 3 | $ | 318,780 | 11-Jan-27 | 1.53 | ||||||||||||
| 31-Oct-23 | 95 | 95 | $ | 901 | 31-Oct-28 | 3.34 | ||||||||||||
| Total Agent options | 101 | 101 | $ | 35,641 | 3.19 | |||||||||||||
There were no transactions for the six months ended June 30, 2025 and 2024.
| (h) | Share purchase warrants |
A summary of the Company’s share purchase warrant activity is as follows:
| Number of Warrants | Weighted average exercise price | |||||||
| Outstanding, December 31, 2023 | 310 | $ | 162,220 | |||||
| Granted | 300,681 | $ | 1,231 | |||||
| Expired | (10 | ) | $ | 1,449,000 | ||||
| Exercised/Exchanged | (300,831 | ) | $ | 640 | ||||
| Outstanding, Dec 31, 2024 | 150 | $ | 235,121 | |||||
| Granted | - | $ | - | |||||
| Expired | - | $ | - | |||||
| Outstanding, June 30, 2025 and date of MD&A | 150 | $ | 235,121 | |||||
At June 30, 2025 the share purchase warrants outstanding are as follows:
| Grant Date | Number of Warrants outstanding and exercisable | Exercise Price | Expiry date | |||||||
| 29-Sep-20 | 14 | 863,100 | 28-Sep-25 | |||||||
| 11-Jan-22 | 80 | 289,800 | 10-Jan-27 | |||||||
| 31-Oct-23 | 56 | 13 | none | |||||||
| Total | 150 | $ | 235,121 | |||||||
There were no transactions for the six month period ended June 30, 2025 and 2024.
| 15 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 7. | COST OF SALES |
| (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Three months ended June 30, 2025 | Three months ended June 30, 2024 | ||||||||||||
| Inventory expensed | $ | 3,461 | $ | 2,704 | $ | 1,735 | $ | 1,373 | ||||||||
| Royalties | 41 | 114 | (34 | ) | 83 | |||||||||||
| Other expenses | 174 | 371 | 36 | 238 | ||||||||||||
| Total | $ | 3,676 | $ | 3,189 | $ | 1,737 | $ | 1,694 | ||||||||
| 8. | SELLING AND MARKETING EXPENSES |
| (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Three months ended June 30, 2025 | Three months ended June 30, 2024 | ||||||||||||
| Salaries and related expenses | $ | 1,723 | $ | 1,589 | $ | 830 | $ | 739 | ||||||||
| Advertising and marketing | 211 | 434 | 127 | 191 | ||||||||||||
| Travel and conferences | 304 | 79 | 143 | 24 | ||||||||||||
| Total | $ | 2,238 | $ | 2,102 | $ | 1,100 | $ | 954 | ||||||||
| 9. | GENERAL AND ADMINISTRATIVE EXPENSES |
| (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Three months ended June 30, 2025 | Three months ended June 30, 2024 | ||||||||||||
| Salaries and related expenses | $ | 674 | $ | 445 | $ | 419 | $ | 298 | ||||||||
| Professional services | 415 | 346 | 149 | 158 | ||||||||||||
| Consulting and director fees | 784 | 568 | 476 | 281 | ||||||||||||
| Travel | 91 | 76 | 42 | 27 | ||||||||||||
| Office and general | 514 | 484 | 220 | 215 | ||||||||||||
| Regulatory and filing fees | 114 | 71 | 40 | 36 | ||||||||||||
| Shareholder relations | 48 | 82 | 23 | 18 | ||||||||||||
| Total | $ | 2,640 | $ | 2,072 | $ | 1,369 | $ | 1,033 | ||||||||
| 16 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 10. | FINANCIAL INSTRUMENTS |
The fair values of the Company’s cash, trade and other receivables, accounts payable and accrued liabilities and long-term debt, approximate carrying value, which is the amount recorded on the consolidated statement of financial position.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company places its cash with institutions of high creditworthiness. Management has assessed there to be a low level of credit risk associated with its cash balances.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 48% of the Company’s revenue for the six months ended June 30, 2025 (June 30, 2024 -25%) is attributable to sales transactions with a single customer.
The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. In prior years, certain key customers were offered extended payment terms on their purchases due to slow down from Covid-19 and budget approvals for government tenders.
As a result, the Company had customers with overdue receivables on their books which resulted in the Company taking a bad debt provision on these overdue receivables which amounted to $68,499 at June 30, 2025 (June 30, 2024 - $18,858).
| 17 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 10. | FINANCIAL INSTRUMENTS (Cont’d) |
More than 78% (2024 – 50%) of the Company’s customers have been active with the Company for over four years. The allowance for doubtful accounts of $68,499 (2024 - $36,973) has been recognized as an expense in the year incurred. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity, and the existence of previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the Company.
The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants (if any). These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation.
The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
With the exception of employee benefits, the Company’s accounts payable and accrued liabilities have contractual terms of 90 days. The employment benefits included in accrued liabilities have variable maturities within the coming year.
| 18 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 10. | FINANCIAL INSTRUMENTS (Cont’d) |
Market risk
| a) | Currency Risk |
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
| b) | Interest Rate Risk |
Interest rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitivity to interest rates is inherently involved in the calculation of the fair value of the warranty liability which is revalued based on changes in parameters such the prevailing interest rate.
| c) | Price Risk |
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| 11. | RELATED PARTY TRANSACTIONS |
Key Personnel Compensation
Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel for the three and six months ended June 30, 2025 and 2024 are as follows:
| (in thousands) | ||||||||||||||||
| Payments to key management personnel | Three months ended June 30 | Six months ended June 30 | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Salaries, consulting and directors’ fees | $ | 572,215 | $ | 401,653 | $ | 863,049 | $ | 783,646 | ||||||||
| Share-based payments | - | 63,680 | 1,010 | 153,239 | ||||||||||||
| Total | $ | 572,215 | $ | 465,333 | $ | 864,059 | $ | 936,885 | ||||||||
| 19 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 11. | RELATED PARTY TRANSACTIONS (Cont’d) |
Salaries, consulting and directors’ fees shown above are classified within profit and loss as shown below:
| (in thousands) | ||||||||||||||||||
| Type of Service | Nature of Relationship | Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Selling and marketing expenses | VP Technology/VP Sales International | 109 | 148 | 149 | 261 | |||||||||||||
| General and administrative expense | Companies controlled by the CEO, CFO and Directors | 463 | $ | 254 | 715 | 523 | ||||||||||||
| 12. | SEGMENTED INFORMATION |
The Company is domiciled in Canada, and it operates and produces its income primarily in Israel, Europe and North America. The Company operates as a single segment being the sale of cellular-based communications products.
The Company’s entity-wide disclosures include disaggregated information about product sales, geographical areas, and major customers.
Revenue by geographical area information is shown below:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| USA | 1,493 | 1,047 | 3,368 | 2,121 | ||||||||||||
| Canada | 221 | 216 | 390 | 368 | ||||||||||||
| EMEA | 321 | 628 | 745 | 1,759 | ||||||||||||
| Total | 2,035 | 1,891 | 4,503 | 4,248 | ||||||||||||
| 20 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 12. | SEGMENTED INFORMATION (Cont’d) |
Non-current asset geographic area information is shown below:
| (in thousands) | June 30, 2025 | December 31, 2024 | ||||||
| Long-term receivable total | $ | 198 | $ | 182 | ||||
| Canada | - | - | ||||||
| EMEA | 198 | 182 | ||||||
| Right of use asset total | $ | 436 | $ | 582 | ||||
| Canada | 137 | 192 | ||||||
| EMEA | 299 | 390 | ||||||
| Equipment total | $ | 145 | $ | 158 | ||||
| Canada | - | - | ||||||
| EMEA | 145 | 158 | ||||||
| Intangibles total | $ | 9,052 | $ | 8,285 | ||||
| Canada | - | - | ||||||
| EMEA | 9,052 | 8,285 | ||||||
Product information is shown below:
| Revenue by product line for the three and six months ended June 30, | ||||||||||||||||
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cellular boosters and related accessories | 202 | 404 | 469 | 620 | ||||||||||||
| Rugged devices and related accessories | 1,833 | 1,487 | 4,034 | 3,629 | ||||||||||||
| Total | 2,035 | 1,891 | 4,503 | 4,249 | ||||||||||||
| 21 |
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024
| 13. | SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS |
Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Change in non-cash working capital: | ||||||||
| Trade and other receivables | $ | 646,096 | $ | (346,400 | ) | |||
| Prepaids Expenses | (545,914 | ) | (2,214,559 | ) | ||||
| Inventory | 2,394,751 | 1,244,872 | ||||||
| Advances to suppliers | (855,841 | ) | 157,083 | |||||
| Accounts payable and accrued liabilities | (3,024,344 | ) | 638,096 | |||||
| Deferred revenue | - | 1,157 | ||||||
| $ | (1,385,252 | ) | $ | (519,751 | ) | |||
During the six months ended June 30, 2025, the Company paid $1,048,614 (June 30, 2024 - $ 926,037) in interest and $Nil (June 30, 2024 - $nil) in income taxes.
| 14. | CONTINGENCIES |
| On October 22, 2024 the Company was served with a lawsuit from one of its suppliers demanding an amount of $457,477.91 for services rendered to the Company. The Company has reached an informal agreement as of June 30 ,2025 and signed a final settlement agreement on July 25, 2025. Under this agreement, the Company will pay $8,333 per month for 24 months (a total of $200,000) to settle this claim. The remaining balance over-accrued in previous periods of $254,000 was included in income in the period as a change in reserve for claims. Thus the balance of contingencies at June 30, 2025 is $NIL. |
| 15. | SUBSEQUENT EVENTS DURING AND AFTER THE REPORTING PERIOD |
| 1. | On July 7, 2025, the Company issued from open equity lines of credit, put notices for a total of 12,364 common shares for net proceeds of $34,235. |
| 2. | On July 9, 2025, the Company repaid the balance of the Sale of future receipts outstanding at June 30, 2025 in the amount of $273,283. |
| 3. | On July 14, 2025, the ramming balance of 215 Class “C” preferred shares, that were outstanding as of June 30, 2025, were converted into 308,243 common shares of the Company. The company reduced the preferred share liability by $252,136 and credited share capital for the same amount resulting in no gain nor loss on the transaction. |
| 4. | A significant transaction was initiated prior to the reporting date. On February 26, 2025, Siyata Mobile Inc. (the “Company”) entered into a Merger Agreement with Core Gaming, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the parties intend to carry out the following transactions: Core Gaming Inc. will merge with and into a Merger Sub, with Core Gaming Inc. continuing as the surviving entity and becoming a wholly owned subsidiary of the Company. This transaction represents a reverse takeover, whereby Core Gaming Inc.’s shareholders will become the majority owners, holding approximately 90% of the outstanding shares, while the Company’s legacy shareholders will retain approximately 10% of the merged entity. As of the date of this report, the transaction has not yet been completed. |
In exchange for the outstanding shares of Core Gaming Inc. common stock, the Company will issue common shares to the shareholders of Core Gaming Inc. based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of the Company’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and at the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Core Gaming and the Merger Sub will vest in the Company as the surviving corporation in the Merger.
The board of directors of Purchaser at the Effective Time will consist of five members, four of whom will be designated by the majority shareholders of the Company (former Core Gaming Inc. Shareholders) and one of whom will be Marc Seelenfreund. The officers of the Company at the Effective Time will be Aitan Zacharin as the Chief Executive Officer and Gerald Bernstein as the Chief Financial Officer. The Merger Agreement provides that, to the extent permitted and in accordance with applicable law, none of the PTT Subsidiaries (the legacy assets and liabilities of the Company prior to the merger as defined in the Merger Agreement) will have a board of directors and Marc Seelenfreund will be the sole officer of each of the PTT Subsidiaries, with full executive power and authority to operate the PTT Retained Business (as defined in the Merger Agreement).
To date the merger has not been consummated.
| 22 |
Exhibit 99.2
Management Discussion and Analysis
(Expressed in U.S. Dollars)
As at and for the three and six month period ended June 30, 2025 and 2024
Prepared on August 14, 2025
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains “forward-looking statements,” which includes information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
| ● | the size and growth potential of the markets for our products, and our ability to serve those markets; | |
| ● | the rate and degree of market acceptance of our products; | |
| ● | our ability to expand our sales organization to address effectively existing and new markets that we intend to target; | |
| ● | impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; | |
| ● | our ability to compete effectively in a competitive industry; | |
| ● | our ability to obtain funding for our operations and effectively utilize the capital raised therefrom; | |
| ● | our ability to attract collaborators and strategic partnerships; |
| i |
| ● | our ability to meet the continued listing requirements and standards of the Nasdaq Capital Market, or Nasdaq; | |
| ● | our ability to meet our financial operating objectives; | |
| ● | the availability of, and our ability to attract, qualified employees for our business operations; | |
| ● | general business and economic conditions; | |
| ● | our ability to meet our financial obligations as they become due; | |
| ● | positive cash flows and financial viability of our operations and any new business opportunities; | |
| ● | our ability to secure intellectual property rights over our proprietary products or enter into license agreements to secure the legal use of certain patents and intellectual property; | |
| ● | our ability to be successful in new markets; | |
| ● | The impact of import duties on our suite of products; | |
| ● | our ability to avoid infringement of intellectual property rights; and | |
| ● | the effects of the war in the Middle East and the war in Ukraine. |
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Item 3. Key Information – D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” for additional factors that could adversely impact our business and financial performance.
Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all the risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Annual Report are based on information available to us on the date of this Annual Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Annual Report.
Readers are urged to carefully review and consider the various disclosures made throughout this Annual Report which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Annual Report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| ii |
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
| A. | [Reserved] |
| B. | Capitalization and Indebtedness |
Not applicable.
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
| D. | Risk Factors |
You should carefully consider the risks described below, together with all of the other information in this Annual Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer and the price of our Common Shares and warrants to purchase Common Shares, or the Warrants, could decline.
Summary of Risk Factors
Risks Related to Our Financial Condition and Capital Requirements
| ● | We have a history of operating losses and we may never achieve or maintain profitability. | |
| ● | Our consolidated audited financial statements for the fiscal year ended December 31, 2024 and our unaudited condensed interim consolidated financial statement for the three and six month period ended June 30, 2025, both includes a “going concern” explanatory paragraph expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us. | |
| ● | In 2024, 2023, 2022 and 2021 our independent registered public accountants identified material weaknesses in our internal controls over financial reporting which have been partially remediated. If we are unable to remediate these material weaknesses, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner. |
Risks Related to Our Business and Industry
| ● | We rely on our channel partners to generate a substantial majority of our revenues. If these channel partners fail to perform or if we cannot enter into agreements with channel partners on favorable terms, our operating results could be significantly harmed. | |
| ● | We are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets, and if end customers in those markets do not purchase our solutions, our revenues will be adversely impacted, and we may not be able to expand into other markets. |
| 1 |
| ● | We participate in a competitive industry, which may become more competitive. Competitors with greater resources and significant experience in high-volume product manufacturing may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements. | |
| ● | Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation, which would adversely impact our business. | |
| ● | If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business would suffer. | |
| ● | We may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances. | |
| ● | The markets for our devices and related accessories may not develop as quickly as we expect, or may not develop at all. Our dependence on our cellular carrier channel partners and their success in promoting Push to Talk over Cellular to their client base is key for the success of the business. | |
| ● | Our future success is dependent on our ability to create independent brand awareness for our company and products with end customers, and our inability to achieve such brand awareness could limit our prospects. | |
| ● | We are dependent on the continued services and performance of a concentrated group of senior management and other key personnel, the loss of any of whom could adversely impact our business. | |
| ● | We compete in a rapidly evolving market, and the failure to respond quickly and effectively to changing market requirements could cause our business and operating results to decline. | |
| ● | If we are unable to sell our solutions into new markets, our revenues may not grow. | |
| ● | If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted. | |
| ● | A security breach or other significant disruption of our information technology (“IT”) systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results. | |
| ● | We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall. | |
| ● | We have a limited history of contracting with third party manufacturers in Asia for the high-volume commercial production of our devices, and we may face manufacturing capacity constraints. | |
| ● | Our financial condition and results of operations as well as those of potential customers could be adversely affected by the Middle East War, which has caused a material adverse effect on the level of economic activity around the world, including in the markets we serve. | |
| ● | We rely on industry data and projections which may prove to be inaccurate. |
| 2 |
Risks Related to our Reliance on Third Parties
| ● | As we work with multiple vendors for our components, if we fail to adequately forecast demand for our inventory and supply needs, we could incur additional costs or experience manufacturing delays, which could reduce our gross margin or cause us to delay or even lose sales. | |
| ● | Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales. | |
| ● | Because we rely on a small number of channel partners/customers for a large portion of our revenue, the loss of any of these customers would have a material adverse effect on our operating results and cash flows. | |
| ● | The application development ecosystem supporting our devices and related accessories is new and evolving. | |
| ● | Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason, could negatively impact our business. | |
| ● | Our products are subject to risks associated with sourcing and manufacturing. | |
| ● | The nature of our business may result in undesirable press coverage or other negative publicity, which would adversely impact our brand identity, future sales and results of operations. | |
| ● | Changes in the availability of federal funding to support local public safety or other public sector efforts could impact our opportunities with public sector end customers. | |
| ● | Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our customers and potential customers, which could significantly adversely impact our business. | |
| ● | Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition. | |
| ● | We are exposed to risks associated with strategic acquisitions and investments. | |
| ● | We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters. |
Risks Related to Government Regulation
| ● | We are subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions, export control, and similar laws. Non- compliance with such laws can subject us to criminal or civil liability and harm our business, revenues, financial condition and results of operations. | |
| ● | We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations. | |
| ● | Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business. | |
| ● | We are subject to a wide range of privacy and data security laws, regulations and other legal obligations. |
| 3 |
Risks Related to Our Intellectual Property
| ● | If we are unable to successfully protect our intellectual property, our competitive position may be harmed. | |
| ● | Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products. | |
| ● | Our use of open source software could subject us to possible litigation or otherwise impair the development of our products. | |
| ● | Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial condition and results of operations. |
Risks Related to our Locations in Israel and Canada and Our International Operations
| ● | Conditions in Israel could materially and adversely affect our business. | |
| ● | It may be difficult to enforce a U.S. judgment against us, our officers and directors named herein in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors. | |
| ● | Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada. | |
| ● | We have operations in China, which exposes us to risks inherent in doing business there. | |
| ● | The impact of potential changes in customs, tariffs, and trade policies in the United States and the potential corresponding actions by other countries, in which we do business could adversely impact our financial performance. | |
| ● | Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States. | |
| ● | Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets. |
Risks Related to Ownership of Our Securities
| ● | We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects. In addition, such funding may dilute our existing shareholders. | |
| ● | We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the public offering price you paid for your shares. | |
| ● | The conversion of the Lind Partner Note and the exercise of the Lind Partner Warrant or future sales of our Common Shares may further dilute the Common Shares and adversely impact the price of our Common Shares. |
| 4 |
| ● | If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our Common Shares and Warrants which could negatively impact the price of our securities and an investor’s ability to sell them. We have until August 21, 2023 to regain compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), resulting from the fact that the closing bid price of the Company’s Common Shares, no par value per share, was below $1.00 per share for a period of 30 consecutive business days. | |
| ● | If our Common Shares become subject to the penny stock rules, it may be more difficult to sell our Common Shares. | |
| ● | If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired. | |
| ● | We will continue to incur significant increased costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time to new compliance initiatives. | |
| ● | Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer. | |
| ● | We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. | |
| ● | We will continue to incur significant increased costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time to new compliance initiatives. | |
| ● | Our executive officers and directors, and their affiliated entities, along with our two other largest stockholders, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. | |
| ● | The exercise of the outstanding warrants may further dilute the Common Shares and adversely impact the price of our Common Shares. | |
| ● | The market for our Common Shares may not provide investors with adequate liquidity. | |
| ● | Since we do not expect to pay any cash dividends for the foreseeable future, investors in our common shares may be forced to sell their stock in order to obtain a return on their investment. | |
| ● | If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. | |
| ● | A possible “short squeeze” due to a sudden increase in demand of our Common Shares that largely exceeds supply may lead to price volatility in our Common Shares. |
| 5 |
Risks Related to Our Financial Position and Capital Requirements
We have a history of operating losses and we may never achieve or maintain profitability.
We have a limited operating history and a history of losses from operations. As of June 30, 2025, we had an accumulated deficit of $123,573,435. Our existing cash and cash equivalents will be insufficient to fully fund our business plan. Our ability to achieve profitability will depend on whether we can obtain additional capital when we need it, complete the development of our technology, obtain required regulatory approvals and continue to develop arrangements with channel partners. There can be no assurance that we will ever achieve profitability.
Our independent registered public accounting firm, in its report on our financial statements for the year ended December 31, 2024, concurs with management representation that raises substantial doubt about our ability to continue as a going concern.
We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.
We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, in addition to the revenues we generate from our business, we may need to engage in additional equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Common Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results and financial condition.
Our independent registered public accountants have noted that we may not survive as a going concern.
Our independent registered public accountants have included a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2024, concurring with management representation of expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us.
Our independent registered public accountants have identified material weaknesses in our internal controls over financial reporting in 2024, 2023, 2022 and 2021. If we are unable to remediate these material weaknesses, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner.
In connection with the audit of our consolidated financial statements for the years ended December 31, 2024, 2023, 2022 and 2021, our independent registered public accountants identified several material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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Our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting for the year ended December 31, 2024: (i) related to the Company’s revenue recognition practices where the Company does not sufficiently determine for specific transactions the correct timing in which the revenue should be recorded after title transfer terms were met ; (ii) insufficient documentation of inventory controls relating to the Company’s inventory balances, transfers between sites and off-site inventory tracking is limited; and (iii) internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.
The Company has since instituted remediation efforts as set forth above in the section of this Form 20-F titled “Risk Factors - Our independent registered public accountants have identified material weaknesses in our internal controls over financial reporting in both 2024 and 2023.” If we are unable to remediate these material weaknesses, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner” and believes that the aforementioned weaknesses have been remediated as if the date of this Annual Report.
In 2024, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first weakness related to the documentation and signing process of agreements. During the audit, it was found that various agreements were either signed only by the company without the counterparty’s signature or were not signed at all. Additionally, there is insufficient control over the agreement closure process, which does not adequately ensure the proper and controlled completion of the process. Our second weakness related to lack of documentation of invoices related to R&D expenses in a sufficiently detailed manner including there is no structured approval process for these invoices, and expense verification against the approved budget is insufficient evidence. The third weakness related to the revenue recognition practices where the company does not sufficiently review (i) product returns in relation to product sales and (ii) for title transfer terms to determine when revenue should be recorded.
For the material weaknesses identified in our 2024 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:
| ● | With respect to the documentation and signing process of agreements, the Company has implemented a system whereby the controller, after receiving the documentation from the CEO, sales staff or CFO, reviews the document to ensure all signatures are in place before filing a copy as “final executed version” and follows up to ensure all signatures are executed, | |
| ● | With respect to the lack of documentation of invoices related to R&D expenses, the Company has implemented a system whereby the CTO reviews all R&D invoices, determines the work performed for that specific billing and ensures that the work performed is within budget, before approving payment. | |
| ● | With respect to the revenue recognition practices related to the return of merchandise and the timing of revenue recognition in the proper period, za process has been put in place whereby the controller and CFO review at each quarter end, all material transactions 2 weeks before and one month after the period end, for any possible reversals of either sales or accrual of credits. |
In 2023, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to our revenue recognition practices where we do not sufficiently determine for specific transactions the correct timing in which the revenue should be recorded after title transfer terms were met. The second material weakness related to insufficient documentation of inventory controls relating to our inventory balances, transfer between sites and off-site inventory tracking is limited. The third material weakness related to internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.
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For the material weaknesses identified in our 2023 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:
| ● | With respect to the revenue recognition weakness, management has implemented a process that will scrutinize the delivery date for each sale that occurs to ensure that the revenue recognition for each period is calculated properly. This will ensure proper matching of revenues in the period incurred. | |
| ● | With respect to the inventory transfers, management has implemented manual processes as a back up to ensure all inventory transfers are recorded properly so that the inventory valuation is correct. |
With respect to the research and development process, our research and development team will be required to approve all invoices from the research and development subcontractor and ensure they fall within the budget and to ensure that new contracts and agreements are made to extend and expand the previous contract once total payments reached the sum in the agreement to ensure the amounts capitalized are not in excess of the original budget with its discounted cash flows. Once the research and development team has approved the invoice based on the above criteria, the Company’s Chief Executive Officer will review the documentation and, once approved, will forward the documentation to the Company’s Chief Financial Officer in Canada for wire initiation.
In 2022, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to our revenue recognition practices where we do not sufficiently review (i) product returns in relation to product sales and (ii) for title transfer terms to determine when revenue should be recorded. The second material weakness related to insufficient documentation of inventory controls relating to our inventory balances, advances to suppliers, and off-site inventory tracking is limited. The third material weakness related to internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.
For the material weaknesses identified in our 2022 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:
| ● | With respect to the revenue recognition practices, management will consistently apply of IFRS15 with respect to the five criterion for revenue recognition, In addition, management will institute peer review of North American sales by the Israeli subsidiary’s chief financial officer and peer review by Company’s Chief Financial Officer of Israeli sales recognition policy on a quarterly basis and engage in dialogue on new customers to ensure the revenue recognition policy and the customer contracts are consistently applied. | |
| ● | With respect to the inventory control weaknesses, management will institute the following remediation procedures: |
| ● | Monthly comparison of inventory first and last cost in USD$ between periods to note any changes and to investigate the reason for these discrepancies to provide a more accurate quantum of write downs and consistent costing. | |
| ● | The implementation of an IT system to track the inventory movements in North America; | |
| ● | Monthly comparison of inventory units between periods to note any changes and to investigate the reason for any inconsistencies. | |
| ● | Obtain confirmation of goods in transit with external vendors and consignment customers on a more timely basis. |
| ● | With respect to the development cost weaknesses, the research and development team will be required to approve all invoices from the R&D sub-contractor and ensure they fall within the budget to ensure the amounts capitalized are not in excess of the original budget with its discounted cash flows. Once the R&D team has approved the invoice based on the above criteria, the Company’s Chief Executive Officer will review the documentation and once approved, will forward said documentation to the Company’s Chief Financial Officer in Canada for wire initiation. |
In 2021, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to the insufficient review of inventory balances for products which are slow-moving. The second material weakness related to the insufficient review of advances to suppliers on products that are no longer selling, the third material weakness relates to insufficient controls surrounding off-site inventory tracking. The fourth material weakness related to insufficient review whether product returns relate to sales recorded in the fiscal year. The fifth material weakness relates to insufficient review of title transfer terms to determine the period in which revenue should be recorded.
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For the material weaknesses identified in our 2021 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:
| ● | On a quarterly basis, the Company now reviews inventory on hand for slow moving merchandise and reviews inventory on hand regularly. For the year ended 2021, it was determined that $4,659,648 (2020- $1,571,649) of the inventory was impaired due to slow movement. The accessories and spare parts related to these products amounted to $839,693 (2020 - $316,000), which was also impaired. | |
| ● | The Company now reviews quantities on hand before approving purchase orders. | |
| ● | As of April 1, 2022, the Company signed a lease for their own exclusive warehouse space so that outside contract warehouses will not be required. | |
| ● | The Company now reviews product returns to compare and ensure that they occur in the same fiscal year. | |
| ● | The Company’s controller scrutinizes all revenues earned in the period to ensure compliance with IFRS15. | |
| ● | The Company’s controller and CFO in Canada coordinates full scheduling of the year end process to ensure timely close off of accounting periods. |
To date, we have only partially remediated the material weaknesses identified in 2022 and 2021 above. We cannot be certain that other material weaknesses and control deficiencies will not be discovered in the future. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Common Shares to decline.
We began to take steps to remediate these material weaknesses and strengthen our internal control over financial reporting, including the following:
| (i) | documenting and formally assessing our accounting and financial reporting policies and procedures; and | |
| (ii) | increasing the use of third-party consultants in assessing significant accounting transactions and other technical accounting and financial reporting issues, preparing accounting memoranda addressing these issues and maintaining these memoranda in our corporate records. |
While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis.
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Risks Related to Our Business and Industry
We rely on our channel partners to generate a substantial majority of our revenues. If these channel partners fail to perform or if we cannot enter into agreements with channel partners on favorable terms, our operating results could be significantly harmed.
More than 72% and 70% of our revenues for the three months ended June 30, 2025 and 2024 were generated through sales by our channel partners, which are primarily wireless carriers who sell our devices through their sales channels. To the extent our channel partners are unsuccessful in selling or do not promote our products, or we are unable to obtain and retain a sufficient number of high-quality channel partners, our business and operating results could be significantly harmed. Our channel partners are wireless carriers who have direct and indirect sales channels which we are leveraging to get to their customers. Our wireless carrier channel partners currently include:
| ● | AT&T, in the United States; | |
| ● | FirstNet, in the United States; | |
| ● | Verizon, in the United States; | |
| ● | T-Mobile, in the United States; | |
| ● | Bell Mobility, in Canada; | |
| ● | Rogers, in Canada; and | |
| ● | a leading global land mobile radio, or LMR, vendor and distributor in North America and international markets. |
While these arrangements are typically long term, they generally do not contain any firm purchase volume commitments. As a result, our channel partners are not contractually obligated to purchase from us any minimum number of products. We are generally required to satisfy any and all purchase orders delivered to us within specified delivery windows, with limited exceptions (such as orders significantly in excess of forecasts). If we are unable to efficiently manage our supply and satisfy purchase orders on a timely basis to our channel partners, we may be in breach of our sales arrangements and lose potential sales. If a technical issue with any of our covered products exceeds certain present failure thresholds for the relevant performance standard or standards, the channel partner typically has the right to cease selling the product, cancel open purchase orders and levy certain monetary penalties. If our products suffer technical issues or failures following sales to our channel partners, we may be subject to significant monetary penalties and our channel partners may cease making purchase orders, which would significantly harm our business and results of operations. In addition, our channel partners retain sole discretion in which of their stocked products to offer their customers. While we may offer limited customer incentives, we generally have limited to no control over which products our channel partners decide to offer or promote, which directly impacts the number of products that our partners will purchase from us.
In addition, our channel partners may be unsuccessful in marketing, selling and supporting our solutions. They may also market, sell and support solutions that are somewhat competitive with ours, and may devote more resources to the marketing, sales and support of such products. They may have incentives to promote our competitors’ products in lieu of our products, particularly for our bigger competitors with larger volumes of orders, more diverse product offerings and a longer relationship with our generally large-scale channel partners. As a result, our channel partners may stop selling our products completely. While we employ a small direct sales force, our channel partners have significantly larger sales teams who are not contractually obligated to promote any of our devices and often have multiple competing devices in stock to offer their customers. In addition, downstream sales by our channel partners often succeed due to attractive device prices and monthly rate plans, which we do not control. In certain cases, we may promote our own devices through customer incentives, however, there can be no assurance that any such incentives would contribute to increased purchases of our products. Further, given the impact of attractive pricing on ultimate sales, we generally must offer increased promotional funding or price reductions for our more expensive products. This promotional funding or price reductions operate to reduce our margins and significantly impact our profitability.
New sales channel partners may take several months or more to achieve significant sales. Our channel partner sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresents the functionality of our products or services to their customers, or violate laws or our corporate policies.
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If we fail to effectively manage our existing or future sales channel partners, our channel partners fail to promote our products effectively, we are unable to meet our obligations under our sales arrangements or future agreements that we may enter into with wireless carrier customers have terms that are more favorable to the customer, our business and results of operations would be harmed.
We are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets, and if end customers in those markets do not purchase our solutions, our revenues will be adversely impacted, and we may not be able to expand into other markets.
Our revenues have been primarily in the industrial enterprise market, and we are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets. End customers in the public sector market may remain, for reasons outside our control, tied to LMR solutions or other competitive alternatives to our devices. Sales of our products to these buyers may also be delayed or limited by these competitive conditions. If our products are not widely accepted by buyers in those markets, we may not be able to expand sales of our products into new markets, and our business, results of operations and financial condition may be adversely impacted.
We participate in a competitive industry, which may become more competitive. Competitors with greater resources and significant experience in high-volume product manufacturing may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements.
We face significant competition in developing and selling our solutions. Our primary competitors in the non-rugged mobile device market include LG Corporation, Apple Inc. and Samsung Electronics Co. Ltd. Our primary competitors in the rugged mobile device market include Sonim Technologies Inc., Bullitt Mobile Ltd., and Kyocera Corporation. We also face competition from large system integrators and manufacturers of private and public wireless network equipment and devices. Competitors in this space include Harris Corporation, JVC KENWOOD Corporation, Motorola, and Tait International Limited. Within the Cellular Booster category, we have several direct competitors, including Wilson Electronics, LLC, or Wilson Electronics, Nextivity, Inc. and SureCall Company.
We cannot assure you that we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, data capture products, or related accessories and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products, which may create additional pressures on our competitive position in the marketplace.
Most of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources and experience than we do. In addition, because of the higher volume of components that many of our competitors purchase from their suppliers, they are able to keep their supply costs relatively low and, as a result, may be able to recognize higher margins on their product sales than we do. Many of our competitors may also have existing relationships with the channel partners who we use to sell our products, or with our potential customers. This competition may result in reduced prices, reduced margins and longer sales cycles for our products. Our competitors may also be able to more quickly and cost-effectively respond to new or emerging technologies and changes in customer requirements. The combination of brand strength, extensive distribution channels and financial resources of the larger vendors could cause us to lose market share and could reduce our margins on our products. If any of our larger competitors were to commit greater technical, sales, marketing and other resources to our markets, our ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales would suffer and as a result our financial condition will be adversely impacted.
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Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation, which would adversely impact our business.
Complex software, as well as multiple components, displays, plastics and assemblies used in our products may contain undetected defects that are subsequently discovered at any point in the life of the product. Defects in our products may result in a loss of sales, product malfunction, delay in market acceptance and potential injuries to our customers which can bring to injury in our reputation and increased warranty costs.
Additionally, our software may contain undetected errors, defects or bugs. Although we have not suffered significant harm from any errors, defects or bugs to date, we may discover significant errors, defects, or bugs in the future that we may not be able to correct or correct in a timely manner. It is possible that errors, defects or bugs will be found in our existing or future software and/or hardware products and related services with the potential for delays in, or loss of market acceptance of, our products and services, diversion of our resources, injury to our reputation, increased service and warranty expenses, and payment of damages.
Further, errors, defects or bugs in our solutions could be exploited by hackers or could otherwise result in an actual or perceived breach of our information systems. Alleviating any of these problems could require significant expense and could cause interruptions, delays or cessation of our product licensing, which would reduce demand for our products and result in a loss of sales, delay in market acceptance and injure our reputation and could adversely impact our business, results of operations and financial condition.
If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business would suffer.
Our ability to successfully grow our business depends on a number of factors including our ability to:
| ● | accelerate the adoption of our solutions by new end customers; | |
| ● | expand into new vertical markets; | |
| ● | develop and deliver new products and services; | |
| ● | increase awareness of the benefits that our solutions offer; and | |
| ● | expand our domestic and international footprint. |
As usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, software, technologies, security features and cloud-based infrastructure operations. In addition, we will need to appropriately scale our internal business systems and our services organization, including the suppliers of our products and customer support services, to serve our growing customer base. Any failure of, or delay in, these efforts could impair the performance of our solutions and reduce customer satisfaction.
Further, our growth could increase quickly and place a strain on our managerial, operational, financial and other resources, and our future operating results depend to a large extent on our ability to successfully manage our anticipated expansion and growth. To manage our growth successfully, we will need to continue to invest in sales and marketing, research and development, and general and administrative functions and other areas. We are likely to recognize the costs associated with these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely impact our operating results.
If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions, satisfy customer requirements, maintain the quality and security of our solutions or execute on our business plan, any of which could harm our business, operating results and financial condition.
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We may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances.
To be successful, we must adapt to rapidly changing technological and application needs by continually improving our products, as well as introducing new products and services, to address user demands.
Our industry is characterized by:
| ● | evolving industry standards; | |
| ● | frequent new product and service introductions; | |
| ● | increasing demand for customized product and software solutions; | |
| ● | rapid competitive developments; | |
| ● | changing customer demands; and | |
| ● | evolving distribution channels. |
Future success will depend on our ability to effectively and economically adapt in this evolving environment. We could incur substantial costs if we must modify our business to adapt to these changes, and may even be unable to adapt to these changes.
The markets for our devices and related accessories may not develop as quickly as we expect, or may not develop at all. Our dependence on our cellular carrier channel partners and their success in promoting Push to Talk over Cellular to their client base is key for the success of the business.
Our future success is substantially dependent upon continued adoption of devices and related accessories in the industrial enterprise and public sector markets, including the transition from LMR to Push to Talk over Cellular and LTE networks. These market developments and transitions may take longer than we expect or may not occur at all, and may not be as widespread as we expect. If the market does not develop as we expect, our business, operating results and financial condition would be significantly harmed.
Our future success is dependent on our ability to create independent brand awareness for our company and products with end customers, and our inability to achieve such brand awareness could limit our prospects.
We depend on wireless carriers to promote and distribute our products. While we intend to ramp up direct marketing and end-customer brand awareness initiatives in the future, our sales and marketing efforts have historically been predominantly focused on channel partners. To increase end-customer brand awareness, we intend to develop sales tools for key verticals within our target markets, increase usage of social media and expand product training efforts, among other things. As a result, we expect our sales and marketing expenses to increase in the future, primarily from increased sales personnel expenses, which will require us to cost-efficiently ramp up our sales and marketing capabilities and effectively target end customers. However, there can be no assurance that we will successfully increase our brand awareness or do so in a cost-efficient manner while maintaining market share within our existing sales channels. Our failure to establish stand-alone brand awareness with end customers of our products will leave us vulnerable to the marketing and selling success of others, including our channel partners, and these developments could have an adverse impact on our prospects. If we are unable to significantly increase the awareness of our brand and solutions with end customers in a cost-efficient manner, we will remain significantly dependent on our channel partners for sales of our products, and our business, financial condition and results of operations could be adversely impacted.
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We are dependent on the continued services and performance of a concentrated group of senior management and other key personnel, the loss of any of whom could adversely impact our business.
Our future success depends in large part on the continued contributions of a concentrated group of senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, the development of our solutions and our strategic direction. We also depend on the contributions of key technical personnel. Our senior management and key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The loss of any of our key personnel could significantly delay or prevent the achievement of our development and strategic objectives and harm our business.
We compete in a rapidly evolving market, and the failure to respond quickly and effectively to changing market requirements could cause our business and operating results to decline.
The mobile device market is characterized by rapidly changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. In order to deliver a competitive mobile device, our solutions must be capable of operating in an increasingly complex network environment. As new wireless phones are introduced and standards in the mobile device market evolve, we may be required to modify our phones and services to make them compatible with these new products and standards. Likewise, if our competitors introduce new devices and services that compete with ours, we may be required to reposition our solutions or introduce new phones and solutions in response to such competitive pressure. We may not be successful in modifying our current devices or introducing new ones in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be significantly harmed.
If we are unable to sell our solutions into new markets, our revenues may not grow.
Any new market into which we attempt to sell our solutions may not be receptive. Our ability to penetrate new markets depends on the quality of our solutions, the continued adoption of our public safety solution by first responders, the perceived value of our solutions as a risk management tool and our ability to design our solutions to meet the demands of our customers. If the markets for our solutions do not develop as we expect, our revenues may not grow.
Our ability to successfully face these challenges depends on several factors, including increasing the awareness of our solutions and their benefits, the effectiveness of our marketing programs, the costs of our solutions, our ability to attract, retain and effectively train sales and marketing personnel, and our ability to develop relationships with wireless carriers and other partners. If we are unsuccessful in developing and marketing our solutions into new markets, new markets for our solutions might not develop or might develop more slowly than we expect, either of which would harm our revenues and growth prospects.
If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted.
Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements on a timely basis or at all, our business will be adversely impacted.
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Volatility or lack of positive performance in our stock price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and other key employees have become, or will soon become, vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that they hold are significantly above the market price of our Common Shares. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating results and financial condition would be adversely impacted.
A security breach or other significant disruption of our IT systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results.
All IT systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, energy blackouts, natural disasters, terrorism, sabotage, war, insider trading and telecommunication failures. A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or manufacturers could result in the unauthorized release of proprietary, confidential or sensitive information of ours or result in virus and malware installation on our devices. Such unauthorized access to, or release of, this information or other security breaches could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, (iii) subject us to claims for breach of contract, tort, and other civil claims, and (iv) damage our reputation. Any or all of the foregoing could have a negative impact on our business, financial condition and results of operations.
We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.
The purchase of our products is often an enterprise-wide decision for prospective customers, which requires us to engage in sales efforts over an extended period of time and provide a significant level of education to prospective customers regarding the uses and benefits of such devices. Prospective customers, especially the wireless carriers that sell our products, often undertake a prolonged evaluation process that may take from several months to several years in certain cases. Consequently, if our forecasted sales from a specific customer are not realized, we may not be able to generate revenues from alternative sources in time to compensate for the shortfall. The loss or delay of an expected large order could also result in a significant unexpected revenue shortfall. Moreover, to the extent we enter into and deliver our products pursuant to significant contracts earlier than we expected, our operating results for subsequent periods may fall below expectations. We may spend substantial time, effort and money on our sales and marketing efforts without any assurance that our efforts will produce any sales. If we are unable to succeed in closing sales with new and existing customers, our business, operating results and financial condition will be harmed.
We have a limited history of contracting with third party manufacturers in Asia for the high-volume commercial production of our devices, and we may face manufacturing capacity constraints.
We have limited history and experience in contracting with third party manufacturers in Asia for the high-volume commercial production of our devices. Because of this limited production history, we face challenges in predicting our business and evaluating its prospects, which may result in breakdowns of our ability to timely supply our devices to our customers. Moreover, we face manufacturing capacity constraints that present further risks to our business. If overall demand of our devices increases in the future, we will need to expand our third party manufacturing capacity in a cost-efficient manner. Failing to meet customer demand due to our failure to successfully address these risks and challenges could adversely impact our reputation and future sales, which would significantly harm our business, results of operations and financial condition.
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Our financial condition and results of operations as well as those of potential customers could be adversely affected by the Middle East War, which may cause a material adverse effect on the level of economic activity around the world, including in the markets we serve.
In October 2023, war broke out in the Middle East between Israel and Hamas and possibly with other regional powers. As a result of this war, various nations, including the United States, have been monitoring the situation closely. While we currently have customers, assets, liabilities, employees and suppliers in the region we have not experienced any supply disruptions directly related to this war. As this war continues or possibly escalates, this may lead to further disruption, instability and volatility in global markets and industries that could negatively impact our customers, operations and our supply chain. The impact of the conflict and related sanctions on the world economy are subject to rapid change and are difficult to predict. The war could create disruptions in the supply chain for certain of our products which, to date, has not had a substantive impact on our operations. None of our critical raw materials are sourced from, and none of our finished products are manufactured in, the Middle East region. We have no operations or other projects in that region.
We are monitoring any broader economic impact from the Middle East war, including heightened risk of cyberattacks, property damage, employee inaccessibility to the workplace, increased prices of fuel and other commodities, and potential impacts to our partners’ supply chains. Our financial condition, results of operations, and cash flows may be materially adversely affected, but the specific impact on our financial condition, results of operations, and cash flows is currently difficult to determine.
Our financial condition and results of operations as well as those of potential customers could be adversely affected by the Russian invasion of Ukraine, which has caused a material adverse effect on the level of economic activity around the world, including in the markets we serve.
In February 2022, the Russian Federation invaded Ukraine. As a result of the invasion, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus and certain of their citizens. While we currently have no customers or suppliers located in Belarus, the Russian Federation or Ukraine, nor have we experienced any supply disruptions directly related to the Russian invasion of Ukraine as we do not knowingly source any materials originating from Belarus, the Russian Federation or Ukraine, as the war in Ukraine continues or possibly escalates, this may lead to further disruption, instability and volatility in global markets and industries that could negatively impact our customers, operations and our supply chain. The impact of the conflict and related sanctions on the world economy are subject to rapid change and are difficult to predict. The war has created disruptions in the supply chain for certain of our products which, to date, has not had a substantive impact on our operations. None of our critical raw materials are sourced from, and none of our finished products are manufactured in, the sanctioned regions. We have no operations or other projects in that region.
We are monitoring any broader economic impact from Russia’s invasion of Ukraine and the ongoing war between the two nations, including heightened risk of cyberattacks, increased prices of fuel and other commodities, and potential impacts to our partners’ supply chains. Our financial condition, results of operations, and cash flows may be materially adversely affected, but the specific impact on our financial condition, results of operations, and cash flows is currently difficult to determine.
We rely on industry data and projections which may prove to be inaccurate.
We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. These industry data, including the vehicle communications industry, include projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The vehicle communications industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Common Shares. In addition, the rapidly changing nature of the vehicle communications industry subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.
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Risks Related to our Reliance on Third Parties
As we work with multiple vendors for our components, if we fail to adequately forecast demand for our inventory and supply needs, we could incur additional costs or experience manufacturing delays, which could reduce our gross margin or cause us to delay or even lose sales.
Because our production volumes are based on a forecast of channel partner demand rather than purchase commitments from our major customers, there is a risk that our forecasts could be inaccurate and that we will be unable to sell our products at the volumes and prices we expect, which may result in excess inventory. We provide, and will continue to provide, forecasts of our demand to our third-party suppliers prior to the scheduled delivery of products to our channel partners. If we overestimate our requirements, our contract manufacturers may have excess component inventory, which could increase our costs. If we underestimate our requirements, our contract manufacturers may have inadequate component inventory, which could interrupt the manufacturing of our products and result in delays in shipments and revenues or even lost sales, or could incur unplanned overtime costs to meet our requirements, resulting in significant cost increases. For example, certain materials and components used to manufacture our products may reach end of life during any of our product’s life cycles, following which suppliers no longer provide such expired materials and components. This would require us to either source and qualify an alternative component, which could require a re-certification of the device by the wireless carriers and/or regulatory agencies, or forecast product demand for a final purchase of such materials and components that may reach end of life to ensure that we have sufficient product inventory through a product’s life cycle. If we overestimate forecasted demand, we would hold excess end-of-life materials and components resulting in increased costs. If we underestimate forecasted demand, we could experience delays in shipments and loss of revenues.
In addition, if we underestimate our requirements and the applicable supplier becomes insolvent or is no longer able to timely supply our needs in a cost-efficient manner or at all, we may be required to acquire components, which may need to be customized for our products, from alternative suppliers, including at significantly higher costs. If we cannot source alternative suppliers and/or alternative components, we may suffer delays in shipments or lost sales. Similarly, credit constraints at our suppliers could require us to accelerate payment of our accounts payable, impacting our cash flow. Further, lead times for materials and components that we order vary significantly and depend on factors such as the specific supplier, contract terms, customization needed for any particular component and demand for each component at a given time. Any such failure to accurately forecast demand and manufacturing and supply requirements, and any need to obtain alternative supply sources, could materially harm our business, results of operations and financial condition.
Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales.
We depend on certain suppliers for the delivery of components used in the assembly of our products. Our reliance on third-party suppliers creates risks related to our potential inability to obtain an adequate supply of components and reduced control over pricing and timing of delivery of components. In particular, we have little to no control over the prices at which our suppliers sell materials and components to us. Certain supplies of our components are available only from a single source or limited sources and we may not be able to diversify sources in a timely manner. We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future.
We also do not have long-term supply agreements with any of our suppliers. Our current contracts with certain suppliers may be cancelled or not extended by such suppliers and, therefore, do not afford us with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these suppliers breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate us for any damages we may suffer.
Any interruption of supply for any material components of our products, or inability to obtain required components from our third-party suppliers, could significantly delay the production and shipment of our products and harm our revenues, profitability and financial condition.
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Because we rely on a small number of channel partners/customers for a large portion of our revenue, the loss of any of these customers would have a material adverse effect on our operating results and cash flows.
For our fiscal years ended December 31, 2024 and 2023, we derived 64% and 52% of our revenue, respectively, from five customers/channel partners. Any termination of a business relationship with, or a significant sustained reduction in business from, one or more of these channel partners/customers could have a material adverse effect on our operating results and cash flows.
If dedicated public safety LTE networks are not deployed at the rate we anticipate or at all, demand for our solutions may not grow as expected.
A key part of our strategy is to further expand the use of our solutions over dedicated LTE networks in the public safety market. If the deployment of dedicated LTE networks is delayed or such networks are not adopted at the rate we anticipate, demand for our solutions may not develop as we anticipate, which would have a negative effect on our revenues.
The application development ecosystem supporting our devices and related accessories is new and evolving.
The application development ecosystem supporting our devices and related accessories is new and evolving. Specifically, the number of application developers in the ecosystem supporting our devices and accessories is small. If the market or the application development ecosystem does not develop, timely or at all, demand for our products may be limited, and our business and results of operations will be significantly harmed.
Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason, could negatively impact our business.
We do not control the labor and other business practices of our suppliers, subcontractors, distributors, resellers and third-party sales representatives, or TPSRs, and cannot provide assurance that they will operate in compliance with applicable rules, and regulations regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark a copyright and patent licensing. If one of our suppliers, subcontractors, distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be cancelled, relationships could be terminated, and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure the necessary license rights to trademarks, copyrights or patents, legal action could be taken against us that could impact the saleability of our products and expose us to financial obligations to a third party. Any of these events could have a negative impact on our sales and results of operations.
Moreover, any failure of our suppliers, subcontractors, distributors, resellers and TPSRs, for any reason, including bankruptcy or other business disruption, could disrupt our supply or distribution efforts and could have a negative impact on our sales and results of operations.
Our products are subject to risks associated with sourcing and manufacturing.
We do not own or operate any of the manufacturing facilities for our products and rely on a concentrated number of independent suppliers to manufacture all of the products we sell. For our business to be successful, our suppliers must provide us with quality products in substantial quantities, in compliance with regulatory requirements, at acceptable costs and on a timely basis. Our ability to obtain a sufficient selection or volume of merchandise on a timely basis at competitive prices could suffer as a result of any deterioration or change in our supplier relationships or events that adversely affect our suppliers.
There can be no assurance we will be able to detect, prevent or fix all defects that may affect our products manufactured by our suppliers. Failure to detect, prevent or fix defects, or the occurrence of real or perceived quality or safety problems or material defects in our current and future products, could result in a variety of consequences, including a greater number of product returns than expected from customers and our wholesale partners, litigation, product recalls and credit, warranty or other claims, among others, which could harm our brand, results of operations and financial condition. Such problems could hurt our brand image, which is critical to maintaining and expanding our business. Any negative publicity or lawsuits filed against us related to the perceived quality and safety of our products could harm our brand and decrease demand for our products.
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If one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business, results of operations and financial condition.
In addition, if any of our primary suppliers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations.
Our contractors and suppliers buy raw materials and are subject to wage rates that are oftentimes regulated by the governments of the countries in which our products are manufactured. The raw materials used to manufacture our products are subject to availability constraints and price volatility. There could be a significant disruption in the supply of raw materials from current sources or, in the event of a disruption, our suppliers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all. Our business is dependent upon the ability of our unaffiliated suppliers to locate, train, employ and retain adequate personnel. Our unaffiliated suppliers have experienced, and may continue to experience in the future, unexpected increases in work wages, whether government-mandated or otherwise. Our suppliers may increase their pricing if their raw materials became more expensive. Our suppliers may pass the increase in sourcing costs to us through price increases, thereby impacting our margins. Material changes in the pricing practices of our suppliers could negatively impact our profitability.
In addition, we cannot be certain that our unaffiliated suppliers will be able to fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of materials, or need to replace an existing supplier, there can be no assurance additional supplies of raw materials or additional manufacturing capacity will be available when required on terms acceptable to us, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers in our methods, products, quality control standards and labor, health and safety standards. Any delays, interruption or increased costs in labor or wages, or the supply of materials or manufacture of our products, could have an adverse effect on our ability to meet wholesale partner and customer and consumer demand for our products and result in lower revenue and net income both in the short and long term.
Events that adversely impact our suppliers could impair our ability to obtain adequate and timely supplies. Such events include, among others, difficulties or problems associated with our suppliers’ business, the financial instability and labor problems of suppliers, merchandise quality and safety issues, natural or man-made disasters, inclement weather conditions, war, acts of terrorism and other political instability, economic conditions, transportation delays and shipment issues. Our suppliers may be forced to reduce their production, shut down their operations or file for bankruptcy. Our suppliers may consolidate, increasing their market power. The occurrence of one or more of these events could impact our ability to get products to our customers and/or wholesale partners, result in disruptions to our operations, increase our costs and decrease our profitability.
Global sourcing and foreign trade involve numerous factors and uncertainties beyond our control, including:
| ● | increased shipping costs; | |
| ● | the imposition of additional import or trade restrictions; | |
| ● | legal or economic restrictions on overseas suppliers’ ability to produce and deliver products; | |
| ● | increased custom duties and tariffs; | |
| ● | unforeseen delays in customs clearance of goods; |
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| ● | more restrictive quotas; | |
| ● | loss of a most favored nation trading status; | |
| ● | currency exchange rates; | |
| ● | transportation delays; | |
| ● | port of entry issues; and | |
| ● | foreign government regulations, political instability and economic uncertainties in the countries from which we or our suppliers source our products. |
Our sourcing operations may also be hurt by health concerns regarding the outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the novel Coronavirus (Covid-19) and its potential impact on our financial results) in countries in which our merchandise is produced. Moreover, negative press or reports about internationally manufactured products may sway public opinion, and thus customer confidence, away from our products. Furthermore, changes in U.S. trade policies, including new restrictions, tariffs or other changes could lead to additional costs, delays in shipments, embargos and other uncertainties that could negatively impact our relationships with our international suppliers and materially adversely affect our business. These and other issues affecting our international suppliers or internationally manufactured merchandise could have a material adverse effect on our business, results of operations and financial condition.
In addition, some of our suppliers may not have the capacity to supply us with sufficient merchandise to keep pace with our growth plans, especially if we need significantly greater amounts of inventory. In such cases, our ability to pursue our growth strategy will depend in part upon our ability to develop new supplier relationships.
The nature of our business may result in undesirable press coverage or other negative publicity, which would adversely impact our brand identity, future sales and results of operations.
Our solutions are used to assist law enforcement and other public safety personnel in situations involving public safety. The incidents in which our solutions are deployed may involve injury, loss of life and other negative outcomes, and such events are likely to receive negative publicity. Such negative publicity could have an adverse impact on new sales or renewals or expansions of coverage areas by existing customers, which would adversely impact our financial results and business.
Changes in the availability of federal funding to support local public safety or other public sector efforts could impact our opportunities with public sector end customers.
Many of our public sector end customers rely to some extent on funds from the U.S. federal government in order to purchase and pay for our solutions. Any reduction in federal funding for local public safety or other public sector efforts could result in our end customers having less access to funds required to continue, renew, expand or pay for our solutions. For example, changes in policies with respect to “sanctuary cities” may result in a reduction in federal funds available to our current or potential end customers. Additionally, any future U.S. government shutdowns could result in delayed public safety spending or re-allocation of funding into other areas of public safety. If federal funding is reduced or eliminated and our end customers cannot find alternative sources of funding to purchase our solutions, our business will be harmed.
Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our customers and potential customers, which could significantly adversely impact our business.
Current or future economic uncertainties or downturns could adversely impact our business and operating results. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, changes in general interest rates, decisions of central banks, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks in North America, Europe, the Asia Pacific region or elsewhere, could cause a decrease in funds available to our customers and potential customers and negatively affect the growth rate of our business.
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These economic conditions may make it extremely difficult for our customers and us to forecast and plan future budgetary decisions or business activities accurately, and they could cause our customers to re-evaluate their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times or as a result of political changes, our customers may tighten their budgets and face constraints in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely impact our financial results.
We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry, or the impact of political changes. If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if recent political changes result in less funding being available to purchase our solutions, our business, operating results and financial condition could be adversely impacted.
Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition.
Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks, and power outages, which may render it difficult or impossible for us to operate our business for some period of time. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business and operating results, and harm our reputation. In addition, we may not carry business insurance or may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a significant adverse impact on our business, operating results and financial condition. In addition, the facilities of significant vendors may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or significant adverse impact on our business.
We are exposed to risks associated with strategic acquisitions and investments.
We may consider strategic acquisitions of companies with complementary technologies or intellectual property in the future. Acquisitions hold special challenges in terms of successful integration of technologies, products, services and employees. We may not realize the anticipated benefits of these acquisitions or the benefits of any other acquisitions we have completed or may complete in the future, and we may not be able to incorporate any acquired services, products or technologies with our existing operations, or integrate personnel from the acquired businesses, in which case our business could be harmed.
Acquisitions and other strategic decisions involve numerous risks, including:
| ● | problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations; | |
| ● | unanticipated costs, taxes, litigation and other contingent liabilities; | |
| ● | continued liability for discontinued businesses and pre-closing activities of divested businesses or certain post-closing liabilities which we may agree to assume as part of the transaction in which a particular business is divested; | |
| ● | adverse impacts on existing business relationships with suppliers and customers; | |
| ● | cannibalization of revenues as customers may seek multi-product discounts; | |
| ● | risks associated with entering into markets in which we have no, or limited, prior experience; | |
| ● | incurrence of significant restructuring charges if acquired products or technologies are unsuccessful; | |
| ● | significant diversion of management’s attention from our core business and diversion of key employees’ time and resources; |
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| ● | licensing, indemnity or other conflicts between existing businesses and acquired businesses; | |
| ● | inability to retain key customers, distributors, suppliers, vendors and other business relations of the acquired business; and | |
| ● | potential loss of our key employees or the key employees of an acquired organization or as a result of discontinued businesses. |
Financing for future acquisitions may not be available on favorable terms, or at all. If we identify an appropriate acquisition candidate for any of our businesses, we may not be able to negotiate the terms of the acquisition successfully, finance the acquisition or integrate the acquired business, products, service offerings, technologies or employees into our existing business and operations. Future acquisitions and divestitures may not be well-received by the investment community, which may cause the value of our stock to fall. We cannot ensure that we will be able to identify or complete any acquisition, divestiture or discontinued business in the future. Further, the terms of our indebtedness constrain our ability to make and finance additional acquisitions or divestitures.
If we acquire businesses, new products, service offerings or technologies in the future, we may incur significant acquisition-related costs. In addition, we may be required to amortize significant amounts of finite-lived intangible assets and we may record significant amounts of goodwill or indefinite-lived intangible assets that would be subject to testing for impairment. We have in the past and may in the future be required to write off all or part of the intangible assets or goodwill associated with these investments that could harm our operating results. If we consummate one or more significant future acquisitions in which the consideration consists of stock or other securities, our existing stockholders’ ownership could be significantly diluted. If we were to proceed with one or more significant future acquisitions in which the consideration included cash, we could be required to use a substantial portion of our cash and investments. Acquisitions could also cause operating margins to fall depending on the businesses acquired.
Our strategic investments may involve joint development, joint marketing, or entry into new business ventures, or new technology licensing. Any joint development efforts may not result in the successful introduction of any new products or services by us or a third party, and any joint marketing efforts may not result in increased demand for our products or services. Further, any current or future strategic acquisitions and investments by us may not allow us to enter and compete effectively in new markets or enhance our business in our existing markets and we may have to impair the carrying amount of our investments.
We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.
International Financial Reporting Standards and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our businesses, including, but not limited to, revenue recognition, asset impairment, inventories, customer rebates and other customer consideration, tax matters, and litigation and other contingent liabilities are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition. New accounting guidance may also require systems and other changes that could increase our operating costs and/or change our financial statements. For example, implementing future accounting guidance related to revenue, accounting for leases and other areas could require us to make significant changes to our accounting systems, impact existing debt agreements and result in adverse changes to our financial statements.
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Risks Related to Government Regulation
The impact of potential changes in customs, tariffs, and trade policies in the United States and the potential corresponding actions by other countries, including recent trade initiatives announced by the U.S. presidential administration against China, in which we do business could adversely impact our financial performance.
The U.S. government has made proposals that are intended to address trade imbalances, which include encouraging increased production in the United States. These proposals could result in increased customs duties and tariffs, and the renegotiation of some U.S. trade agreements. We import a significant percentage of our products into the United States, and an increase in customs duties and tariffs with respect to these imports could negatively impact our financial performance. If such customs duties and tariffs are implemented, it also may cause U.S. trading partners to take actions with respect to U.S. imports or U.S. investment activities in their respective countries. Any potential changes in trade policies in the United States and the potential corresponding actions by other countries in which we do business could adversely impact our financial performance. Given the level of uncertainty over which provisions will be enacted, we cannot predict with certainty the impact of the proposals.
For example, in 2018, the U.S. presidential administration and Chinese government imposed significant tariffs on exports between the two countries. This evolving policy dispute between China and the United States is likely to have significant impact on the industries in which we participate, directly and indirectly, and no assurance can be given that any individual customer or significant groups of companies or a particular industry, will not be adversely impacted by any governmental actions taken by either China or the United States. In addition, we manufacture our mobile phones at our facility in Shenzhen, China, which could result in significant additional costs to us when shipping our products to various customers in the United States. It is not possible to predict with any certainty the outcome of the trade dispute between the United States and China, and prolonged or increased tariffs on imports from China to the United States would adversely impact our business, results of operations and financial condition.
In 2020, a Phase One trade agreement was signed imposing specific targets for Chinese purchases of various exports from the United States. These ambitious commitments specified numerical targets in U.S. goods and services exports to China for increases of $77 billion in 2020 and $123 billion in 2021 from the 2017 baseline. The Phase One agreement also imposed numerous tariffs on a variety of goods including but not limited to imports from China along with steel and aluminum imports from across the world, creating an upward pressure on prices in the United States. These tariffs currently impact over $350 billion of imports and exports and increase consumer costs by roughly $51 billion annually based on 2021 import levels. The uncertainty of the Phase One deal, unilaterally imposed in 2020 and substantially still in effect today, lie in their conditions. For instance, Section 301 enables the president to impose tariffs or quotas wherever the United States Trade Representative (USTR) finds that other nations are engaging in unfair trade practices and Section 232 allows the president to impose trade barriers if the Department of Commerce finds that imports threaten U.S. national security. The Company will be unable to pre-empt decisions of this nature, and as such, the risks and consequences which accompany them.
In 2021, the U.S. presidential administration signed Executive Order 14017 into order, assessing vulnerabilities in four priority product areas: semiconductors, large capacity batteries, critical minerals and materials, and pharmaceuticals and active pharmaceutical ingredients. Executive Order 14017 established an interagency Supply Chain Trade Task Force led by USTR. This task force was directed to identify foreign trade practices that the U.S. deemed unfair or otherwise determined to cause erosion to U.S. critical supply chains. The impact and decisions of this task force may cause consequential action from other trading partners, potentially impacting the Company’s financial performance.
Later in 2021 and into 2022, the U.S. Administration replaced the Section 232 tariffs on steel and aluminum imports from the EU with a tariff rate quota system (TRQ), replaced the Section 232 tariffs on steel imports from Japan with a TRQ (the Section 232 aluminum imports from Japan are still in effect) and, as of March 2022, replaced the Section 232 tariffs on steel and aluminum imports from the UK with a TRQ. To date, the US Administration has kept in place all of the Section 301 tariffs on Chinese imports, which might influence importers to shift away from China and reorganize supply chains or otherwise cause decreased trade altogether – both imports and exports – raising prices and reducing options for consumers and businesses in the U.S. While a number of exclusions and extensions to these tariffs exist and evolve within the current administration, retaliatory actions by other nations remain a possibility.
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In 2022, five nations had levied retaliatory tariffs up to 70 percent on approximately $73.2 billion of U.S. exports. These tariffs do not include retaliation by Canada and Mexico; following the reversal of U.S. steel and aluminum tariffs, both Canada and Mexico withdrew their retaliatory tariffs of 7 percent to 25 percent on approximately $20 billion of U.S. exports. These tariffs also no longer include retaliation by the EU, as it cancelled its retaliatory tariffs in exchange for the United States replacing the aluminum and steel tariffs with a TRQ for EU imports.
The invasion of Ukraine by Russia has resulted increased sanctions on trade with Russia which could reverberate to other countries, other economies and other markets. On February 24, 2023, the United States, in coordination with allies and G7 partners, announced a new set of sanctions, export controls and tariffs targeting key, revenue-generating sectors of the Russian economy and restricting trade with over 200 persons, including both Russian and third-country actors across Europe, Asia and the Middle East. These new measures, taken by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, US Department of Commerce’s Bureau of Industry and Security, or BIS, Office of the US Trade Representative, or USTR and U.S. Department of State, mark the one-year anniversary of Russia’s war against Ukraine. These measures include the following:
| ● | OFAC: (i) announced a new determination targeting the metals and mining sector of the Russian Federation economy under Executive Order 14024; (ii) added 83 entities and 22 individuals to the Specially Designated Nationals and Blocked Persons List, including over 30 third-country individuals and entities, resulting in the freezing of their assets within U.S. jurisdiction and prohibitions on transactions by U,S, persons or within the U.S. that involve such persons and their 50 percent or more owned entities; and (iii) made additions and revisions to several existing general licenses. | |
| ● | BIS: (i) announced four new rules targeting Russia’s defense-industrial base and military and third countries supporting Russia; (ii) expanded export controls under the Export Administration Regulations, including licensing requirements on several commercial and industrial items; and (iii) added 86 entities to the Entity List determined to have engaged in sanctions evasion and backfill activities in support of Russia’s defense-industrial sector, prohibiting the targeted companies from purchasing items, such as semiconductors, whether made in the US or with certain US technology or software abroad. | |
| ● | USTR announced additional tariff increases, primarily targeting metals, minerals and chemical products. |
These sanctions, export controls and tariffs are part of the U.S.’s ongoing to impose economic costs on Russia in response to its actions in Ukraine.
In 2025, the Trump administration has significantly changed is policies on import tariffs and has imposed retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
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Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.
If significant tariffs or other restrictions are imposed on imports by the U.S. and related countermeasures are taken by impacted foreign countries, our business, including results of operations, cash flows and financial condition, may be adversely affected. In January 2025, during the initial days of President Trump’s second term, the U.S. announced the imposition of additional substantial tariffs on imports from various countries, including China, Canada and Mexico, and the subject countries have imposed or indicated their intention to impose counter measures. In February 2025, the U.S. imposed tariffs of 10% on all imported goods from China, followed by an additional 10% tariff in March 2025. The U.S. also imposed a 25% tariff on all steel and aluminum imports, beginning in March 2025. On February 13, 2025, President Trump ordered his trade advisers to come up with “reciprocal” tariffs on U.S. trade partners to retaliate against taxes, tariffs, regulations and subsidies and on April 2, 2025, announced new tariffs on many U.S. trading partners, including a universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the E.U. Specific products that are being tariffed, such as automobiles, were to be exempted from the new tariffs, and tariffs on products such as pharmaceutical drugs were to be announced at a later date. Following a period of market turbulence, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries. Countries subject to the pause on the tariffs are still to be subject to the baseline 10% tariff. This consequently lowers the tariff rate for the E.U., Japan, and South Korea, among other countries. However, President Trump announced an increased tariff rate against Chinese imports of a minimum 145%. These and other tariffs and countermeasures could increase the cost of materials and components that we utilize, disrupt global supply chains and create additional operational challenges. If further tariffs are imposed on a broader range of imports, or if retaliatory trade measures are enacted by affected countries, these factors could reduce demand for our products, and result in the loss of customers and harm our competitive position in key markets. Additionally, ongoing trade tensions and uncertainty regarding future trade policies could negatively impact global economic conditions and confidence, further affecting our business performance.
We are subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions, export control, and similar laws. Non-compliance with such laws can subject us to criminal or civil liability and harm our business, revenues, financial condition and results of operations.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. Section 201, the U.S. Travel Act, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international presence, we may engage with distributors and third-party intermediaries to market our solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. In particular, the United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. OFAC rules prohibit U.S. persons from engaging in, or facilitating a foreign person’s engagement in, transactions with or relating to the prohibited individual, entity or country, and require the blocking of assets in which the individual, entity or country has an interest. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Other countries in which we operate, including Canada and the United Kingdom, also maintain economic and financial sanctions regimes.
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Some of our solutions, including software updates and third-party accessories, may be subject to U.S. export control laws, including the Export Administration Regulations; however, the vast majority of our products are non-U.S.-origin items, developed and manufactured outside of the United States, and therefore not subject to these laws. For third-party accessories, we rely on manufactures to supply the appropriate export control classification numbers that determine our obligations under these laws.
We cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international presence, our risks under these laws, rules, and regulations may increase. Further, any change in the applicability or enforcement of these laws, rules, and regulations could adversely impact our business operations and financial results.
Detecting, investigating and resolving actual or alleged violations can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, anti-money laundering, or economic sanctions laws, rules, and regulations could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, revenues, financial condition, and results of operations would be significantly harmed. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, financial condition and results of operations.
We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations.
Our operations and the products we manufacture and/or sell are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations. Compliance with such existing or future laws and regulations could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, restrict what solutions we can offer and generally impact our financial performance. Our products are designed for use in potentially explosive or hazardous environments. If our product design fails for any reason in such environments, we may be subject to product liabilities and future costs. In addition, some of these laws are environmental and relate to the use, disposal, remediation, emission and discharge of, and exposure to hazardous substances. These laws often impose liability and can require parties to fund remedial studies or actions regardless of fault. Environmental laws have tended to become more stringent over time and any new obligations under these laws could have a negative impact on our operations or financial performance.
Laws focused on the energy efficiency of electronic products and accessories, recycling of both electronic products and packaging, reducing or eliminating certain hazardous substances in electronic products, and the transportation of batteries continue to expand significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors and power supplies, the transportation of lithium-ion batteries, and other aspects are also proliferating. There are also demanding and rapidly changing laws around the globe related to issues such as product safety, radio interference, radio frequency radiation exposure, medical related functionality, and consumer and social mandates pertaining to use of wireless or electronic equipment. These laws, and changes to these laws, could have a substantial impact on whether we can offer certain products, solutions, and services, and on what capabilities and characteristics our products or services can or must include.
These laws and regulations impact our products and could negatively impact our ability to manufacture and sell products competitively. In addition, we anticipate that we will see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency and providing additional accessibility.
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Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business.
Our business depends on our ability to sell devices that use telecommunication bandwidth allocated to licensed and unlicensed wireless services, and that use of that bandwidth is subject to laws and regulations that are subject to change over time. Changes in the permitted uses of telecommunication bandwidth, reallocation of such bandwidth to different uses, and new or increased regulation of the capabilities, manufacture, importation, and use of devices that depend on such bandwidth could increase our costs, require costly modifications to our products before they are sold, or limit our ability to sell those products into our target markets. In addition, we are subject to regulatory requirements for certification and testing of our products before they can be marketed or sold. Those requirements may be onerous and expensive. Changes to those requirements could result in significant additional costs and could adversely impact our ability to bring new products to market in a timely fashion.
We are subject to a wide range of privacy and data security laws, regulations and other legal obligations.
Personal privacy and information security are significant issues in the United States and the other jurisdictions in which we operate or make our products and applications available. The legislative and regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the U.S. Federal Trade Commission, or FTC, and various state, local and foreign agencies. We may collect personally identifiable information, or PII, and other data from our customers. We use this information to provide services to our customers and to support, expand and improve our business. We may also share customers’ PII with third parties as allowed by applicable law and agreements and authorized by the customer or as described in our privacy policy.
The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, transfer, use and storage of PII. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws as imposing standards for the online collection, use and dissemination of data. Many foreign countries and governmental bodies, including Canada, the European Union and other relevant jurisdictions, have laws and regulations concerning the collection and use of PII obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol, or IP, addresses. Within the European Union, legislators have adopted the General Data Protection Regulation, or GDPR, effective May 2018 which may impose additional obligations and risk upon our business, and which may increase substantially the penalties to which we could be subject in the event of any non-compliance. We may incur substantial expense in complying with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our revenues and our business overall.
Although we are working to comply with those federal, state, and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products or applications. At state level, lawmakers continue to pass new laws concerning privacy and data security. Particularly notable in this regard is the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020. The CCPA will introduce significant new disclosure obligations and provide California consumers with significant new privacy rights. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of PII or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse impact on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely impact our business.
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We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use PII for certain purposes. In addition, a foreign government could require that any PII collected in a country not be disseminated outside of that country, and we are not currently equipped to comply with such a requirement.
Risks Related to Our Intellectual Property
If we are unable to successfully protect our intellectual property, our competitive position may be harmed.
Our ability to compete is heavily affected by our ability to protect our intellectual property. We rely on a combination of patent licenses, confidentiality procedures and contractual provisions to protect our proprietary rights. We also enter, and plan to continue to enter, into confidentiality, invention assignment or license agreements with our employees, consultants and other parties with whom we contract, and control access to and distribution of our software, documentation and other proprietary information. The steps we take to protect our intellectual property may be inadequate, and it is possible that some or all of our confidentiality agreements will not be honored and certain contractual provisions may not be enforceable. Existing trade secret, trademark and copyright laws offer only limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information which we regard as proprietary. Policing unauthorized use of our products is difficult, time consuming and costly, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of either of which would harm our competitive position in the market. Furthermore, disputes can arise with our strategic partners, customers or others concerning the ownership of intellectual property.
Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products.
In recent years, there has been a significant increase in litigation in the United States involving patents and other intellectual property rights, and because our products are comprised of complex technology, we are often involved in or impacted by assertions, including both requests to take licenses and litigation, regarding infringement of patent and other intellectual property rights of third parties. Third parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our channel partners, end customers and suppliers. For example, we had been approached by Wilson Electronics about potential infringement of several of their patents involving cellphone boosters. As a result, the Company entered into a product technology licensing agreement with Wilson Electronics that resolved their claim whereby Wilson is entitled to a 4.5% licensing fee on the revenues earned by the Company for every booster product sold Many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing revenues from product manufacturing companies. Claims for alleged infringement and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our intellectual property rights. Defending any such claims, with or without merit, including pursuant to indemnity obligations, could be time consuming, expensive, cause product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products or reduce our margins. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a license, or if the terms of the license are burdensome to us, our operations could be significantly harmed.
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Our use of open source software could subject us to possible litigation or otherwise impair the development of our products.
A portion of our technologies incorporates open source software, including open source operating systems such as Android, and we expect to continue to incorporate open source software into our platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and their application to the open source software integrated into our proprietary technology platform may be uncertain. If we fail to comply with these licenses, then pursuant to the terms of these licenses, we may be subject to certain requirements, including requirements that we make available the source code for our software that incorporates the open source software. We cannot assure you that we have not incorporated open source software in our software in a manner that is inconsistent with the terms of the applicable licenses or our current policies and procedures. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could incur significant legal expenses defending against such allegations. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our technology platform.
With respect to open source operating systems, if third parties cease continued development of such operating systems or restrict our access to such operating system, our business and financial results could be adversely impacted. We are dependent on third parties’ continued development of operating systems, software application ecosystem infrastructures, and such third parties’ approval of our implementations of their operating and system and associated applications. If such parties cease to continue development or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy for our devices. As a result, our financial results could be negatively impacted because a resulting shift away from the operating systems we currently use, and the associated applications ecosystem could be costly and difficult.
Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial condition and results of operations.
From time to time, we are required to license technology from third parties to develop new products or product enhancements. Third-party licenses may not be available to us on commercially reasonable terms, or at all. If we fail to renew any intellectual property license agreements on commercially reasonable terms, or any such license agreements otherwise expire or terminate, we may not be able to use the patents and technologies of these third parties in our products, which are critical to our success. We cannot assure you that we will be able to effectively control the level of licensing and royalty fees paid to third parties, and significant increase in such fees could have a significant and adverse impact on our future profitability. Seeking alternative patents and technologies may be difficult and time-consuming, and we may not be successful in finding alternative technologies or incorporating them into our products. Our inability to obtain any third-party license necessary to develop new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost, which could seriously harm our business, financial condition and results of operations.
Risks relating to our locations in Israel and Canada and our international operations
We also conduct our operations in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations.
Since 2015, we operate a cellular technology company in Israel and a number of our officers, directors and employees are residents of Israel, and because of this our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
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During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. During November 2012 and from July through August 2014, Israel was engaged in an armed conflict with a militia group and political party who controls the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel, as well as at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem. In October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a grater regional conflict.
Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raise capital. Parties and our employees/contractors with whom we may do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. The conflict situation in Israel could cause situations where our operational/functional or auditing bodies could not be able to function adequately, thus possibly leading to temporary suspensions or even cancellations of our product deliveries, our work-flow clearance or other certifications.
The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the import of inputs and the export of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.
There have been travel advisories imposed as related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Additionally, members of our management and employees are located and reside in Israel. Shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our management and employees’ ability to effectively perform their daily tasks.
The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. Several of our employees are or now may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.
It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.
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Conditions in Israel could materially and adversely affect our business.
A number of our officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. During November 2012 and from July through August 2014, Israel was engaged in an armed conflict with a militia group and political party who controls the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel, as well as at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel. This pattern of activity erupts from time to time with varying degrees of intensity and for varying periods of time and typically ends with a cease fire until hostilities flare up again.
Since February 2011, Egypt has experienced political turbulence and an increase in terrorist activity in the Sinai Peninsula. Such political turbulence and violence may damage peaceful and diplomatic relations between Israel and Egypt, and could affect the region as a whole. Similar civil unrest and political turbulence has occurred in other countries in the region, including Syria, which shares a common border with Israel, and is affecting the political stability of those countries. Since April 2011, internal conflict in Syria has escalated and chemical weapons have been used in the region. Foreign actors have intervened and may continue to intervene in Syria. This instability and any intervention may lead to deterioration of the political and economic relationships that exist between the State of Israel and some of these countries and may lead to additional conflicts in the region. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Iran also has a strong influence among extremist groups in the region, including Hamas in Gaza, Hezbollah in Lebanon and various rebel militia groups in Syria. These situations have escalated at various points in recent years and may escalate in the future to more violent events, which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.
Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.
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It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this annual report on Form 20-F in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
Not all of our directors or officers are residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Additionally, Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S. our directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. For more information, see “Enforceability of Civil Liabilities.”
Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.
We are a corporation incorporated under the laws of British Columbia with our principal place of business in Montreal, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws.
Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents’ judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.
We have operations in China, which exposes us to risks inherent in doing business there.
We use multiple third-party suppliers and manufacturers based primarily in China. With the rapid development of the Chinese economy, the cost of labor has increased and may continue to increase in the future. Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Our results of operations will be materially and adversely affected if the labor costs of our third-party suppliers and manufacturers increase significantly. In addition, we and our manufacturers and suppliers may not be able to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China.
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Operating in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable. Our ability to utilize parties that operate in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to, among other things, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property, currency controls, network security, employee benefits, hygiene supervision and other matters. In addition, we may not obtain or retain the requisite legal permits to continue utilizing third-parties that operate in China, and costs or operational limitations may be imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of flux, and we may potentially become subject to other forms of taxation, tariffs and duties in China. Furthermore, the third parties we rely on in China may disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition and results of operations could be materially and adversely affected.
Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.
Most of our employee base and operations are located outside the United States, primarily in Canada and Israel. Most of our software development, third-party contract manufacturing, and product assembly operations are conducted outside the United States.
Risks associated with operations outside the United States include:
| ● | effectively managing and overseeing operations that are distant and remote from corporate headquarters may be difficult and may impose increased operating costs; | |
| ● | fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and impact collection of receivables outside of the United States; | |
| ● | volatility in foreign credit markets may affect the financial well-being of our customers and suppliers; | |
| ● | violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act could result in large fines and penalties; | |
| ● | violations of privacy and data security laws could result in large fines and penalties; and | |
| ● | tax disputes with foreign taxing authorities, and any resultant taxation in foreign jurisdictions associated with operations in such jurisdictions, including with respect to transfer pricing practices associated with such operations. |
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Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.
The relative change in currency values creates fluctuations in product pricing for international customers. These changes in foreign end-customer costs may result in lost orders and reduce the competitiveness of our products in certain foreign markets. These changes may also negatively impact the financial condition of some foreign customers and reduce or eliminate their future orders of our products. We also face adverse changes in, or uncertainty of, local business laws or practices, including the following:
| ● | foreign governments may impose burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions; | |
| ● | restrictions on the export or import of technology may reduce or eliminate the ability to sell in or purchase from certain markets; | |
| ● | political and economic instability, including deterioration of political relations between the United States and other countries, may reduce demand for our solutions or put our non-U.S. assets at risk; | |
| ● | potentially limited intellectual property protection in certain countries may limit recourse against infringing on our solutions or cause us to refrain from selling in certain geographic territories; | |
| ● | staffing may be difficult along with higher turnover at international operations; | |
| ● | a government-controlled exchange rate and limitations on the convertibility of currencies, including the Chinese yuan; | |
| ● | transportation delays and customs related delays that may affect production and distribution of our products; and | |
| ● | integration and enforcement of laws vary significantly among jurisdictions and may change significantly over time. |
Our failure to manage any of these risks successfully could harm our international operations and adversely impact our business, operating results and financial condition.
Risks Related to Ownership of Our Securities
We do not know whether an active, liquid and orderly trading market will develop for our Common Shares or Warrants or what the market price of our Common Shares or Warrants will be and as a result it may be difficult for you to sell your Common Shares.
You may not be able to sell your shares or Warrants quickly or at the market price if trading in our Common Shares or Warrants is not active. The initial public offering price for our Common Shares and Warrants was determined through negotiations with the underwriters, and the negotiated price may not have been indicative of the market price of the Common Shares and Warrants after the offering. As a result of these and other factors, an investor may be unable to resell its Common Shares or Warrants at or above the initial public offering price. Further, an inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to enter into strategic partnerships or acquire companies or products by using our Common Shares as consideration.
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We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the price at which you purchased our Common Shares.
The trading price of our Common Shares is likely to be volatile and subject to wide price fluctuations in response to various factors, including:
| ● | market conditions in the broader stock market in general, or in our industry in particular; | |
| ● | actual or anticipated fluctuations in our quarterly financial and operating results; | |
| ● | introduction of new products and services by us or our competitors; | |
| ● | sales, or anticipated sales, of large blocks of our stock; | |
| ● | issuance of new or changed securities analysts’ reports or recommendations; | |
| ● | failure of industry or securities analysts to maintain coverage of our company, changes in financial estimates by any industry or securities analysts that follow our company, or our failure to meet such estimates; | |
| ● | additions or departures of key personnel; | |
| ● | regulatory or political developments; | |
| ● | changes in accounting principles or methodologies; | |
| ● | acquisitions by us or by our competitors; | |
| ● | litigation and governmental investigations; and | |
| ● | economic, political and geopolitical conditions or events. |
These and other factors may cause the market price and demand for our Common Shares to fluctuate substantially, which may limit or prevent investors from readily selling their Common Shares and may otherwise negatively affect the liquidity of our Common Shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
The market for our Common Shares may not provide investors with adequate liquidity.
Liquidity of the market for our Common Shares depends on a number of factors, including our financial condition and operating results, the number of holders of our Common Shares, the market for similar securities and the interest of securities dealers in making a market in the securities. We cannot predict the extent to which investor interest in the Company will maintain a trading market in our Common Shares, or how liquid that market will be. If an active market is not maintained, investors may have difficulty selling Common Shares that they hold.
Since we do not expect to pay any cash dividends for the foreseeable future, investors may be forced to sell their stock in order to obtain a return on their investment.
We do not anticipate declaring or paying in the foreseeable future any cash dividends on our capital stock. Instead, we plan to retain any earnings to finance our operations and growth plans discussed elsewhere or incorporated by reference in this prospectus. Accordingly, investors must rely on sales of their Common Shares after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Common Shares.
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Outstanding warrants and future sales of our Common Shares may further dilute the Common Shares and adversely impact the price of our Common Shares.
As of June 30, 2025, we had 12,066,616 Common Shares issued (12,387,223 as of the date of this MD&A) and 215 Class “C” preferred shares outstanding (NIL Class “C” preferred shares at the date of this MD&A). As of June 30, 2025 and the date of this MD&A, up to an additional 150 Common Shares underlying outstanding warrants that have been registered with the SEC for resale are unrestricted and freely tradeable. As of June 30, 2025 and the date of this MD&A, 50 pre-funded remain to be exercised at $12.60 We also have other outstanding unexercised agents’ options to purchase 101 Common Shares as of June 30, 2025 that expire between September 28, 2025 and October 31, 2028. We also have 24 restricted share units outstanding as of June 30, 2025 and at the date of this MD&A. If the holder of our free trading shares wanted to sell these shares, there might not be enough purchasers to maintain the market price of our Common Shares on the date of such sales. Any such sales, or the fear of such sales, could substantially decrease the market price of our Common Shares and the value of your investment.
If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Common Shares could decline.
We cannot predict whether future issuances of our Common Shares or the availability of shares for resale in the open market will decrease the market price per Common Share. We are not restricted from issuing additional Common Shares of, including any securities that are convertible into or exchangeable for, or that represent the right to receive Common Shares. Sales of a substantial number of our Common Shares in the public market or the perception that such sales might occur could materially adversely affect the market price of our Common Shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of any future stock issuances reducing the market price of our Common Shares and diluting their stock holdings in us.
If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our Common Shares
In order to maintain the listing of our Common Shares and Warrants on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with such applicable listing standards.
On August 26, 2022 we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that we were not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), resulting from the fact that the closing bid price of the Company’s Common Shares was below $1.00 per share for a period of 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were given a period of 180 calendar days, or until February 22, 2023 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. We did not regain compliance by such date and submitted a written request to the Nasdaq to afford us an additional 180-day compliance period to cure the deficiency. On February 23, 2023, we received written notification from the Listing Qualifications Department of Nasdaq our request for a 180-day extension to regain compliance with Nasdaq’s minimum bid price requirement until August 21, 2023. If at any time prior to August 21, 2023, the bid price of the Common Shares closes at $1.00 per share or more for a minimum of 10 consecutive business days, we will regain compliance with the Bid Price Rule. If we do not regain compliance with the Bid Price Rule during the additional 180-day extension, Nasdaq will notify us that our Common Shares will be delisted. At that time, we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if we do appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. We intend to actively monitor the closing bid price of our Common Shares and may, if appropriate, consider implementing available options to regain compliance with the Bid Price Rule under the Nasdaq Listing Rules.
The Company remediated the de-listing by affecting a 100-1 reverse stock split on August 3, 2023 and a further 7-1 reverse stock split on December 4, 2023.
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If the Common Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; | |
| ● | reduced liquidity; | |
| ● | a determination that the Common Shares are a “penny stock” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the Common Shares; | |
| ● | a limited amount of news and analyst coverage for our Company; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
Upon delisting from the Nasdaq Capital Market, our Common Shares would be traded over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or Exchange-listed Stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed Stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the values of OTC stocks are often more volatile than Exchange-listed Stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed.
In addition, if our Common Shares are delisted, your ability to transfer or sell your Common Shares may be limited and the value of those securities will be materially adversely affected.
If our Common Shares become subject to the penny stock rules, it may be more difficult to sell our Common Shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The OTC Bulletin Board does not meet such requirements and if the price of our Common Shares is less than $5.00 and our Common Shares are no longer listed on a national securities exchange such as Nasdaq, our stock may be deemed a penny stock. The penny stock rules require a broker-dealer, at least two business days prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver to the customer a standardized risk disclosure document containing specified information and to obtain from the customer a signed and dated acknowledgment of receipt of that document. In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive: (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Shares, and therefore shareholders may have difficulty selling their shares.
Warrants are speculative in nature.
The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Shares and pay the Warrant exercise price per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.
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Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, and certain Common Share issuances. We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.
Our executive officers and directors, and their affiliated entities, along with our two other largest stockholders, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Based on shares outstanding as of August14, 2025, our executive officers and directors, together with entities affiliated with such individuals, will beneficially own approximately 0.0006% of our Common Shares based on 12,387,223 Common Shares issued and outstanding on such date.
As of June 30, 2025, the Company had 12,066,616 Common Shares issued and outstanding.
General Risk Factors
The unfavorable outcome of any future litigation, arbitration or administrative action could have a significant adverse impact on our financial condition or results of operations.
From time to time, we are a party to litigation, arbitration, or administrative actions. Our financial results and reputation could be negatively impacted by unfavorable outcomes to any future litigation or administrative actions, including those related to the Foreign Corrupt Practices Act, the U.K. Bribery Act, or other anti-corruption laws. There can be no assurances as to the favorable outcome of any litigation or administrative proceedings. In addition, it can be very costly to defend litigation or administrative proceedings and these costs could negatively impact our financial results.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our securities would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our securities could decrease, which might cause our stock price and trading volume to decline.
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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
We incur significant increased costs as a result of operating as a public company in the United States, and our management is required to devote substantial time to new compliance initiatives.
As a public company in the United States, we incur significant legal, accounting and other expenses that we did not incur previously. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which requires, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive-compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of their initial public offering. We intend to take advantage of this new legislation, but cannot assure you that we will not be required to implement these requirements sooner than planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.
We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our consolidated net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
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Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.
In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting. In that regard, on May 18, 2021, we received a notice from Nasdaq indicating that, as a result of not having timely filed our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, we were not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. Nasdaq required that we submit a plan no later than July 16, 2021 to regain compliance and we have in fact regained compliance with Nasdaq’s listing requirements since then.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with International Financial Reporting Standards.
In connection with the audit of our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, our independent registered public accountants identified three, three and six material weaknesses, respectively, in our internal control over financial reporting.
We have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as described above. These measures have only partially remediated the material weaknesses identified in 2023, 2022 and 2021 as discussed above. We cannot be certain that other material weaknesses and control deficiencies will not be discovered in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting, cause the market price of our Common Shares to decline, and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
ITEM 4. INFORMATION ON THE COMPANY
| A. | History and Development of the Company |
We were incorporated on October 15, 1986 as Big Rock Gold Ltd. as a corporation under the Company Act of British Columbia incorporation number BC 0316008. On April 5, 1988, we changed our name to International Cruiseshipcenters Corp. On June 24, 1991, we changed our name to Riley Resources Ltd. Effective January 23, 1998, we changed our name to International Riley Resources Ltd. Effective November 22, 2001, we changed our name to Wind River Resources Ltd. On January 3, 2008, we changed our name to Teslin River Resources Corp. In 1998, in connection with the name change to International Riley Resources Ltd., we consolidated our share capital on an eight to one basis and in 2001, in connection with the name change to Wind River Resources Ltd., we further consolidated our share capital on a five to one basis.
On July 24, 2015, Teslin River Resources Corp. completed a reverse acquisition by way of a three-cornered amalgamation, pursuant to which we acquired certain telecom operations of an Israel-based cellular technology company and changed our name to Siyata Mobile Inc.
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On June 7, 2016, we acquired all of the issued and outstanding shares of Signifi Mobile Inc., or Signifi. In consideration for such acquisition, we paid cash in the amount of CAD$200,000 and issued 1,000,000 (6,897 shares after the 145/1 stock split) Common Shares at a value of CAD$360,000.
The Company’s common shares were previously listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SIM” and the Company voluntarily delisted from the TSXV at the end of trading on October 19, 2020. Our shares traded on the OTCQX under the symbol “SYATF” from May 11, 2017 until September 25, 2020, at which time our shares were listed on the Nasdaq Capital Market.
Our auditor has agreed with management’s decision to include a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2024, expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us. The Canadian registered office of the Company is located at 7404 King George Boulevard, Suite 200, Surrey, British Columbia, V3W-1N6 and our warehouse and Canadian sales headquarters is located at 1751 Richardson Street, Suite #2207, Montreal, Quebec H3K-1G6, Canada. Our agent for U.S. federal securities law purposes is c/o Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.
The following diagram illustrates our corporate structure as of the date of this Annual Report:
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Our website address is https://www.siyata.net/. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Annual Report, and the reference to our website in this Annual Report is an inactive textual reference only. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.
| B. | Business Overview |
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 U.S. cellular carriers, and through international cellular carriers and distributors in Canada, Europe, Australia and the Middle East.
Products
The Company develops, markets and sells a portfolio of rugged handheld Push-to-Talk over Cellular (“PoC”) smartphone devices. These rugged business-to-business (“B2B”) environments are focused on enterprise customers, first responders, construction workers, security guards, government agencies, utilities, transportation and waste management, amusement parks, and mobile workers in multiple industries.
In 2022, Siyata unveiled its next generation rugged device, the SD7. The SD7 is Siyata’s first mission critical push-to-talk device (“MCPTT”) and is also the first rugged handset that Siyata announced in North America in the fourth quarter of 2021, and is now shipping in North America, Europe, Middle East and Australia. The wireless carriers who have certified and are selling SD7 Handset include AT&T, FirstNet, Verizon, T-Mobile, USCellular, Bell Mobility, Telstra, and KPN. The SD7 Rugged PTT Handset is targeting first responders and enterprise customers who have previously used traditional legacy two-way Land Mobile Radios (“LMR”) but who would prefer a solution that provides wide-area coverage like a cellular device, and also one that provides the same core functionality of Push-to-Talk that they used with their previous older technology.
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Siyata also offers purpose built in-vehicle communication devices. In 2022, Siyata launched the VK7, a first-of-its-kind, patent-pending vehicle kit with an integrated 10-watt speaker, a simple slide-in connection sleeve for the SD7 Handset, and an external antenna connection for connecting an antenna to allow for an in-vehicle experience for the user that is similar to that from a traditional land mobile radio (“LMR”) device. The VK7 has been uniquely designed to be used with the SD7 Handset, while connecting directly into the vehicle’s power and can also connect to our cellular amplifier for better cellular connectivity. The pending patent for the VK7 Vehicle Kit provides temperature control by heating the VK7 in cold environments, and cooling the VK7 in hot environments. The VK7 can also be equipped with an external remote speaker microphone (“RSM”) to ensure compliance with hands-free communication legislation.
VK7 Vehicle Kit
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Prior to the third quarter of 2023, we launched commercially a new In-Vehicle solution called Siyata Real Time View, which is a mobile DVR (Digital Video Recording) solution for monitoring first responder vehicles. As the name suggests, video streaming from forward-facing, rear-facing, side-facing, and in-cab cameras are all possible with Siyata Real Team View. We announced our first sale in June 2023 and in the third quarter of 2023 we began installing the solution into ambulances and first responder vehicles of a large first responder organization. This solution has proven to be a key tool for this organization to monitor its fleet of vehicles.
The aforementioned portfolio of solutions offers the benefits of PoC without any of the difficulties managing the current generation of rugged smart/feature phones and is ideally suited as a perfect upgrade from Land Mobile Radios (“LMR”). Used for generations, LMR has a significant number of limitations, including network incompatibility, limited coverage areas, and restricted functionality that leave a huge need for a unified network and platform. Siyata’s innovative PoC product lines are helping to service the generational shift from LMR to PoC. According to VDC Research, the LMR market is growing at a 5.9% compound annual growth rate, while the PoC market is growing at 13.6% CAGR to a projected $7 Billion by the year 2027.
SD7 Ultra
In the coming months, Siyata will begin shipping its newest generation 5G handset, the SD7 Ultra. Building on the success of the SD7 handset, the new SD7 Ultra offers Mission Critical Push-to-Talk on a cellular network in the ruggedized form factor of a traditional two-way radio. The SD7 Ultra is an ideal replacement to traditional two-way radios since it offers the ability for first responders or enterprise workers to communicate easily and effectively with co-workers to ensure jobs are completed accurately, efficiently, and safely. And it does this over 5G and 4G cellular networks, rather than over radio networks offering limited coverage.
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UV350 In-Vehicle Device
Siyata’s customer base includes cellular network operators and their dealers, as well as commercial vehicle technology distributors for fleets of all sizes in the U.S., Canada, Europe, Australia, Middle East and other international markets.
Cellular boosters are also offered by Siyata with approximately 30 million of these devices sold globally every year. Siyata manufactures and sells Uniden® Cellular boosters and accessories for enterprise, first responder and consumer customers with a focus on the North America markets. Cellular communication provides a robust, secure environment not just for remote workers, in-home and in-vehicles; but also for restaurant patrons who wish to download menus; for patients at pharmacies who need to verify identity and download scripts; for remote workers who require strong clear cellular signals; and for first responders where connectivity literally means the difference between life and death - just to name a few examples. The vehicle vertical in this portfolio complements Siyata’s rugged handsets and in-vehicle devices as these sales can be bundled through the Company’s existing sales channels.
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| U70P In-Building Booster | UM50 In-Vehicle Booster | UM2M In-Vehicle Booster |
We offer a full line of cellular boosters, to boost cellular reception.. As a world-wide leader in wireless communications, Uniden America Corporation manufactures and markets wireless consumer electronic products. Cellular booster kits solve issues of poor reception, dropped calls, lost data and transmission quality issues that users routinely experience on every cellular network. These easy-to-install cellular booster kits are designed for homes, cabins, offices, and buildings to improve the cellular signal reception indoors, allowing people to use their cellular phones indoors where they previously could not do so. We also offer models designed for vehicles, both wired and wireless boosters, to improve the cellular reception inside a vehicle that is driving in a weak cellular signal area. Uniden cellular signal boosters offer kits designed to offer cellphone coverage for difference distances, including kits for a small area of 1 or 2 rooms, and more expansive solutions that will cover over 100,000 sq. ft. Our cellular signal boosters are carrier agnostic to ensure the best signal integrity, supporting 2G, 3G, 4G and soon 5G (in development) technologies on all carriers operating in North America.
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Customers and Channels
In 2022, Siyata secured North American wireless carrier approvals of the SD7 Handset for use on their networks from AT&T, FirstNet, Verizon, and Bell Mobility. During 2023, Siyata added T-Mobile and USCellular to its list of North American wireless carriers who approved SD7 for use on their networks. Internationally, Telstra from Australia and KPN from the Netherlands also approved SD7 for use on their network during 2023. These wireless carriers also sell the innovative VK7 Vehicle Kit that works with the SD7 Handset. These are major milestones for the Company following Siyata’s years of experience perfecting in-vehicle cellular based technology, vehicle installations, software integration with various Push-to-Talk (“PTT”) solutions and intensive carrier certifications.
Also of note, as of August 2024, Siyata SD7 Handset is now in a “stocked” position at AT&T, Verizon, USCellular, and Bell Mobility in Canada. This means that these carriers are able to apply marketing promotions and pricing subsidies for this product to make SD7 even more affordable for their customers.
Siyata’s customer base includes cellular network operators and their dealers, as well as commercial vehicle technology distributors for fleets of all sizes in the U.S., Canada, Europe, Australia, the Middle East and other international markets.
Our rugged handsets are targeted to approximately 47 million enterprise task and public sector workers across North America including construction, transport& logistics, manufacturing, energy & utility, public safety and federal government. The North American Tier 1 cellular carriers that Siyata is working with have large scale distribution and sales channels. With an estimated 25 million commercial vehicles including 7.0 million first responder vehicles, the Company sees the North American market as its largest opportunity with a total addressable market over $19 billion. These Tier 1 cellular carriers have a keen interest in selling the VK7 Vehicle Kit with the SD7 Handset and the UV350 In-Vehicle Device as they allow for new SIM card activations and increased ARPU from existing customers with corporate and first responder fleets while targeting new customers with a unique, dedicated PTT solution.
Our Pricing
Siyata sells its products to wireless carriers and distributors who then resell the products to their customers. For wireless carriers, they are free to price the Siyata device how they choose. In most cases for significant sales opportunities the carriers are willing to subsidize the cost of the device, or bundle the device price with the SIM card and PTT service in order to secure the new activations with the associated monthly Average Revenue Per User, or ARPU.
Even our unsubsidized full Manufacturers Suggested Retail Prices (MSRP’s) are competitive compared to other LMR hardware solutions, but when our device price is subsidized or bundled, the capital and operational expense benefits to customers compared to other solutions are even greater.
Competition
Rugged Handsets Category
Our direct competitors include Sonim Technologies, Kyocera, and one ruggedized model from Samsung. These competitors also target sales of Push-to-Talk over Cellular (PoC) solutions through wireless carriers in North America and internationally. None of these competitors offer a unique solution like our SD7 Handset which focuses on a simple upgrade from two-way radios, nor do they offer an equivalent to our VK7 Vehicle Kit. These direct competitors focus on more expensive ruggedized Smartphones.
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Indirectly, we compete with low-cost Push-to-Talk over Cellular devices designed and developed by various Chinese companies including Telo, Inrico, and others. These products are not approved for sale by North America wireless carriers due to lower overall device specifications which do not meet requirements of North American wireless carriers. These devices are mostly sold in international markets to highly price sensitive customers.
Indirectly, we also compete with traditional two-way LMR radios, also known as “portables” that are carried or worn on a belt and used for PTT communications. These are sold by a small number of large LMR vendors who sell directly to large first responder organizations and to large enterprise customers. They also sell through dealers and distributors to small and medium-sized commercial customers. These products are generally not sold through wireless carriers in North America or internationally. The government and enterprise customers that they target are now often considering the alternative of Push-to-Talk over Cellular since customers do not need to purchase repeaters and towers nor any government licensing for the frequencies that they use. Also, Push-to-Talk over Cellular provides much wider-area coverage, and these PoC solutions tend to be less expensive than traditional LMR radios both to purchase the PoC hardware such as the Siyata SD7 Handset, as well as to subscribe to monthly PoC service from a wireless carrier.
In-Vehicle Category
None of our competitors offer a vehicle kit like the Siyata VK7 Vehicle Kit which transforms the SD7 Handset into a robust In-Vehicle solution with loud audio, and simple PTT communication while in their vehicle. Also, we do not believe that we have any direct competitors within the in-vehicle market category in North America that provide a dedicated cellular based device for commercial and first responder vehicles, and we believe that no other company offers an In-Vehicle IoT device that is approved for sale in North America by wireless carriers.
We have several indirect competitors. Firstly, customers could choose a handheld phone along with a professionally installed third party car kit. There are car kit providers who attempt to make their car kits compatible with popular handheld phone models. By comparison, our In-Vehicle solutions offer enhanced audio quality, safety, and reception. Our In-Vehicle solutions are always active and can be used in temperature extremes. Furthermore, our In-Vehicle solutions are a complete solution from one supplier, as opposed to buying separately from two different companies and assembling a phone and a car kit that offers no proven compatibility.
Our second group of indirect competitors are rugged tablets that can be placed in a mount. Our In-Vehicle solutions offer better audio quality, better safety, better cellular reception, which are always on and ready to be used. Also, compared to a tablet, the UV350 can also make cellular calls including emergency 911 calls whereas the tablet cannot as it is a data only device.
Our third group of indirect competitors are In-Vehicle Two-way LMR Radios also knows as “mobiles”. Not only can the UV350 make phone calls which the LMR radio cannot, but our In-Vehicle solutions offer much better coverage due to using the cellular network as opposed to a limited two-way radio network. And the UV350 can support downloadable Android apps and can serve as a modem for IoT devices and as a Wi-Fi hotspot for further connectivity options and more.
Our fourth group of indirect competition is a leading global LMR vendor who offers an In-Vehicle device which is a Push to Talk over Cellular device, compatible only with its own OEM’s PTT application, and as it is not a smartphone based device so it does not offer any downloadable apps (fleet management, GPS tracking, live video feed, etc.) nor the ability to make a phone call over the wireless network. This LMR vendor sells the In-Vehicle device directly to customers and through its dealer channel, but not through wireless carriers.
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Cellular Boosters Category
Within the Cellular Booster category, we have several direct competitors, including Wilson Electronics, LLC, Nextivity Inc., and SureCall Company.
Intellectual Property
We own two patents that we acquired from ClearRF, as discussed below, and we have entered into several licensing agreements for the use of a trademark and certain patents.
Wilson Electronics LLC
Effective January 1, 2018, Signifi Mobile Inc., the Company’s wholly-owned subsidiary, entered into an agreement with Wilson Electronics, LLC to permit the Company to utilize several of Wilson Electronics’ patents related to cellphone boosters (the “Wilson Agreement”). The Wilson Agreement grants the Company an indefinite right to utilize its cellphone booster-related patents in exchange for paying Wilson Electronics, LLC a royalty fee for boosters sold by the Company. The Wilson Agreement remains in force until the Wilson patents on the Booster products expire.
Via Licensing Corporation
Effective June 8, 2018, the Company entered into two separate licensing agreements with Via Licensing Corporation to utilize worldwide patents related to the coding and decoding of “android” software as well as access and download within the “LTE/ 4G” network. This patent is for an initial period of 5 years and can be extended for a further 5-year term. The Company has the right at any time during the term on any extension hereof, to terminate these agreements upon providing 60 days advanced notice of termination. The quarterly royalty fees are based solely on product sales and is a percentage formula based upon the number of units sold, the country manufactured and the country location of the end customer. There are no minimum royalty fees payable according to the agreement.
eWave Mobile Ltd.
Effective October 1, 2017, we entered into an Asset Purchase Agreement with eWave Mobile Ltd., or eWave, for the purchase of certain distribution rights and contracts in connection with the right to sell and distribute in Israel certain cellular devices for the push to talk market, or the eWave Supplies, in exchange for $700,000 in cash and issued shares of common stock of the Company equal to $700,000. Additionally, we shall pay eWave 50% of up to $1,500,000 in net profit that we earn from sales related to the eWave Suppliers, and 25% thereafter of the net profit exceeding $1,500,000.
Clear RF, LLC
On March 31, 2021, the Company’s indirectly and wholly-owned subsidiary ClearRF Nevada Inc. acquired all of the issued and outstanding interests of Clear RF, LLC, or ClearRF, a Washington State limited liability company, for a total purchase price of US$700,000 in a combination of cash and Common Shares. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things.” Or IoT, applications. Two patents (described below) held by ClearRF were subsequently transferred and assigned to ClearRF Nevada following the closing of this acquisition.
| i. | RF Passive Bypass technology enables tethered devices to communicate through the amplifier network, even if the amplifier loses power, or when the signal is not required, a key differentiator amongst competitors, in particular for mission-critical applications and first responder vehicles that require constant clear cellular coverage and connectivity. |
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| ii. | Auto Gain & Oscillation Control detects the level of incoming signal strength and self-adjusts output power to ensure maximum signal strength. This feature is vital for telematics (mobile) M2M applications because the amplifier will be in constant motion and will require periodic self-adjustment based on changing incoming signal environment. |
Seasonality
We do not experience any effects of seasonality it our business. Our products are designed to function at full capacity under all weather conditions and therefore, we do not experience any shifts in our sales patterns.
Core Gaming, Inc.
Overview
Core Gaming, Inc. is a mobile gaming developer and publisher incorporated under the laws of the State of Delaware. Its registered and principal executive offices are located at 25 SE 2nd Avenue Ste. 550 Miami, Florida 33131. It creates entertaining games for millions of players worldwide, while empowering developers to deliver player-focused games to enthusiasts in over 140 countries. Powered by artificial intelligence (“AI”) tools and algorithms, Core Gaming is focused on the development, distribution, and monetization of casual games, which are delivered as apps for mobile phones, and generates revenue through the display of ads in the games.
Founded in 2024, Core Gaming acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong (“Newbyera”), pursuant to a share exchange agreement in June 2024. Through this operating subsidiary, Core Gaming reaches over 40 million active users worldwide every month and continues to fuel its growth through creativity and innovation. Core Gaming’s apps have over 600 million downloads.
Core Gaming’s mission is to become a leading casual mobile game developer and publisher. Its software, coupled with its deep industry knowledge and expertise and its focus on efficiency, has enabled it to rapidly scale a diversified portfolio of mobile games that it has developed and co-developed. To date Core Gaming has launched more than 2,000 games into the market. It has created proprietary analytical software, in the form of our BI platform, that provides deep insight into the effectiveness of various marketing efforts for each title, enabling us to focus on those channels that are the most successful in reaching our target audience, in terms of both the distribution of games and the serving of ads. Core Gaming believes that its algorithm-driven approach affords it a competitive advantage that has helped fuel its rapid growth.
Industry and Market Opportunity
Over the last 15 years, mobile apps have become a major part of consumers’ lives. Consumers today have access to a diverse range of mobile applications, allowing users to seamlessly access entertainment, shopping, healthcare, and other services. The rapid growth of mobile gaming, as one category of entertainment apps, has created opportunities for mobile game developers, as well as challenges for them in reaching consumers and monetizing their games in an increasingly crowded marketplace. Most developers lack access to the marketing and monetization tools required to stand out among countless competing mobile games. According to Statistica, the mobile gaming industry is projected to reach $126 billion in 2025, with a compound annual growth rate (CAGR) of 5.6% from 2025 to 2029, leading to a projected market value of $157 billion by 2029.1 The number of users worldwide is anticipated to reach 2.4 billion by 2029.2 Estimates show that gamers spend in excess of seven hours per week gaming, a figure that continues to grow.3
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Gaming on mobile devices has seen the greatest growth among the various gaming platforms, such as consoles and computers, largely driven by affordability of the devices and availability of content. According to Statistica, mobile gaming has its largest footprint in Southeast Asia, where mobile devices have seen substantial proliferation over the last decade, whereas console gaming has its largest footprints in North America and Europe, where disposable income is higher than in other regions. Within mobile gaming, the fastest growth has been among free-to-play games, where app developers earn revenue from advertising displayed within the game.
| 1 | https://www.statista.com/outlook/amo/media/games/mobile-games/worldwide |
| 2 | Janice Fernandes, Global: A quarter of consumers now playing in excess of 7 hours of mobile phone games a week, YouGov (July 6, 2022), at https://business.yougov.com/content/43077-global-quarter-consumers-now-playing-excess-7-hour |
Competition
The mobile gaming industry is extremely competitive globally, with many companies offering products and services similar to ours. The industry is highly fragmented and composed of companies ranging from small independent developers with limited resources to very large development companies with longer operating histories, greater financial, technical and marketing resources, and larger user bases than we have. Our primary competitors are other game developers, as well as companies that provide competing services to their customers, in particular, game publishing, including promotional activities. In addition, while the industry is experiencing significant growth, it continues to evolve and create new markets, which could lead to additional competition in the future. Successful execution of our strategy depends, in part, on our continued ability to attract and retain players in the markets where we are established and to expand the market for our games. Our continued success also depends on our ability to maintain our technological edge by continually refining our BI platform and offering new capabilities to developers and players.
Competitive Advantages
We believe that Core Gaming has a number of competitive advantages, first among them our track record of successfully launching and monetizing mobile games, which helps us to stand apart from competitors. Contributing to this track record are our high level of expertise in the mobile games ecosystem, our extensive relationships with third parties in the mobile game industry, and our proven ability to quickly expand into new markets and offerings. And underlying this success is our proprietary BI platform, with its unique algorithms and AI technologies that enable us to reach, with exceptional efficiency, a large number of target customers in diverse cultures and geographies for the many games we publish.
Our BI platform is a suite of AI marketing solutions that enables our marketing team to automate, optimize and manage our marketing efforts across different ad platforms and channels to increase the effectiveness of our efforts and the efficiency of our team, resulting in higher levels of monetization with lower levels of expenditure. Our marketing team leverages extensive data collected globally from our wide-ranging marketing activities to identify the types of users who are most likely to download and engage with particular types of games. Using the AI tools provided by the platform, the system enables our marketing team to generate content tailored to connect with users in different regions around the world. The team can set targeted returns, and the platform will monitor the data from different ad platforms to enable the team to run the marketing campaigns efficiently by assessing the campaigns’ effectiveness in real time, tweaking the approach automatically, and reaching the stated goals. In sum, AI is integral to our BI platform both in the analysis of our marketing campaigns in the generation of thousands of pictures and videos daily for ads, using less labor and producing faster and higher quality results.
Core Gaming helps its partners achieve user acquisition, cross-promotion, monetization and scalability. Core Gaming’s teams continue to innovate and develop cutting edge technology to keep our customers engaged through increased gamification and interactivity. In 2024, Core Gaming began rolling out AI tools that employ state of the art language, image and video models. Core Gaming’s AI-driven content generation streamlines mobile game production, reducing production time by over 40% compared to standard, non-AI driven production, and significantly enhances the final product. The technology has been well-received by content creators and influencers, as has been demonstrated by thousands of creators sharing AI-generated videos on various social media platforms like TikTok. We work with major mainstream distribution channels, advertising platforms, and data providers.
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Business Model
We develop, co-develop and publish mobile gaming apps, distribute the games through our highly effective marketing efforts, and generate revenue by serving ads in the games.
Third-party game developers partner with us because of our expertise in marketing and monetizing apps. The advertisers who work with us seek to target the highly relevant users of apps in our diverse portfolio of apps. We display ads in the games in our portfolio and collect the related revenue, in the form of advertisement publishing fees, from various advertisement platforms, such as Applovin and Google. We serve advertisements from these platforms by integrating the platforms into our games and earn fees based on various metrics, such as impressions (the number of times an ad is displayed), clicks, and user downloads. Where a game was co-developed or was developed entirely by another developer, we share revenue from advertisements served in the game with such other party.
Core Gamin launched its AI COMIC App. The App utilizes a cutting-edge visual generation platform designed to revolutionize the way creators, gamers and marketers produce content. AI COMIC leverages advanced AI models to transform single photos or short video clips into high-quality visuals ranging from anime-style motion videos to hyper-realistic portraits within minutes. By bridging state-of-the-art AI with real-world creative workflows, Core Gaming’s AI COMIC is helping to define the future of visual storytelling.
With an intuitive interface and striking visual output, AI COMIC offers a powerful suite of AI tools that simplify complex production workflows, including:
| ● | AI Comic Video Generator – Instantly transforms real-life footage into stylized, animated clips. | |
| ● | Portrait & Avatar Creator – Generates lifelike avatars with customizable styles and inclusive skin tone rendering. | |
| ● | AI Dance & Face Swap Tools – Brings still images to life with fluid motion and seamless face integration. | |
| ● | Scene Recreation & Sticker Maker – Allows users to design manga-style scenes and custom stickers. | |
| ● | Aging Video Generator – Visualizes life progression from childhood to old age with AI-based transformation. |
To support high-performance generation at scale, Core Gaming has built a proprietary Compute Pool System, a dynamic, cloud-based infrastructure that intelligently distributes AI workloads in real time. This elastic system scales processing resources on demand, optimizing efficiency while keeping costs manageable.
AI COMIC’s impact on game development is equally transformative, offering tools that dramatically streamline asset creation:
| ● | Automated Scene Design in both photo realistic and stylized formats. | |
| ● | Instant Character Modeling with customizable expressions, costumes, and poses. | |
| ● | AI-Powered Animation Sequences without the need for manual keyframing or motion capture. | |
| ● | Fast Ad Creative Generation tailored for high-performance marketing campaigns. |
These innovations drastically reduce production time and labor costs, enabling game studios and creative teams to iterate faster and focus more on storytelling and gameplay innovation.
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Underpinning the platform is a powerful tech stack, including:
| ● | Multimodal Generative Models that blend text, image, and motion into cohesive outputs. | |
| ● | BigP Backend System, which precisely manages GPU loads and AI task orchestration. | |
| ● | Real-Time Cloud Orchestration, ensuring optimal compute usage and seamless performance. |
Employees
Through our operating subsidiary, we have a staff of 42 managing our operations by publishing apps, leveraging our BI platform, and coordinating with co-developers, among other things. Seven of these individuals are full time employees and 35 are independent contractors provided by Moremo Network Limited (“Moremo”), the former holding company of Newbyera, to which we pay a fee for those contractors and for the use of more than 100 others on an ad hoc basis pursuant to a Labor Service Contract on Dispatch and Employment between Moremo and Newbyera. Pursuant to this contract, Moremo provides labor dispatch services to Newbyera with respect to Chinese contract employees and in that regard (i) manages such employees’ recruitment, contracts, social insurance, housing provident funds, and payroll and (ii) pays the total employment costs (salaries, benefits, management fees) of such contract employees and ensures that the terms of their employment complies with local labor laws. The agreement provides that Moremo has the right to collect from Newbyera such contract employees’ compensation and related payments due to government entities and all employment-related fees. The contract has an initial five-year term ending on April 30, 2026, and will be automatically renewed for successive five-year periods unless either party objects to such renewal 30 days prior to the termination date, unless terminated earlier pursuant to its terms. We paid Moremo ¥1,516,340.68 (approximately $210,602.77) and ¥2,111,755.00 (approximately $293,299.31), respectively, during the years ended December 31, 2024 and 2023 for salaries, benefits and other payments, and management fees pursuant to the labor service contract.
We rely on our highly skilled, technically trained and creative service providers with desirable skill sets, including game designers, engineers and project managers, to develop new technologies and create innovative games. Our goal is to attract and retain highly qualified and motivated providers directly or through Moremo.
Research and Development
Our research and design team has extensive expertise in creating new content and gameplay features, as well as proprietary tools and systems to enable the efficient design, development and implementation of new content and features. Continued investment in research and development is important to attaining our strategic objectives and meeting the evolving needs of our customers. To maintain our competitive edge, we focus on innovating new technologies, which we apply to new and existing games. We also develop and integrate into our products both open source and internal AI technologies as follows:
Text and Language Models
| 1. | Model Technology: We use state-of-the-art Transformer-based pre-trained language models (such as GPT-4) and domain-specific fine-tuned models. | |
| 2. | Applications and Features: These models excel at understanding user requirements and generating high-quality, diverse, multilingual content. Capabilities include creative copywriting, precise multilingual translations, asset ideation, and risk analysis. Our technology supports multilingual generation with outstanding performance in logical coherence, semantic depth, and stylistic control. | |
| 3. | Impact: Our AI-driven content generation streamlines asset production, reducing production time by over 40% and significantly enhancing creative output and efficiency. |
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Voice Models
| 1. | Model Technology: Our advanced in-house voice cloning and Text-to-Speech (“TTS”) models accurately replicate human voice characteristics, including tone, timbre, and emotion. Using high-fidelity voice cloning models like Cosy Voice and SoVits, we can transform any text into speech that matches any individual’s voice. | |
| 2. | Applications and Features: We offer personalized voice cloning services that require only minimal voice samples to generate high-quality, natural-sounding cloned voices. Our TTS models support multiple languages and voice options, catering to a variety of use cases. | |
| 3. | Impact: Our high-fidelity voice cloning preserves both vocal tone and emotional nuances, facilitating multilingual adaptations for film and media projects. For example, our partner LuckyShort utilizes our voice cloning and TTS technology for automated multilingual dubbing of short dramas, achieving a 50% boost in content production efficiency while significantly reducing labor costs. |
Image Models
| 1. | Model Technology: We utilize Generative Adversarial Networks (GANs) and diffusion-based models (such as Stable Diffusion and Flux) to optimize artistic stylization and image generation. | |
| 2. | Applications and Features: Our models support various image transformation and generation styles, including artistic style transfer, anime conversion, and vintage filters. These models can generate high-resolution, high-quality images and offer customizable AI-generated portraits, memes, and more. Our technology is known for precise style control and attention to detail, supporting user-specific customization. | |
| 3. | Impact: The generated images achieve a high standard of artistic and visual authenticity, widely used in game design, social media content, and advertising. Our models provide users with innovative ways to create visual assets, sparking new creative ideas. |
Video Models
| 1. | Model Technology: Our video generation technology is built on diffusion models optimized for temporal consistency and neural rendering techniques (such as Video Diffusion and Deforum). By integrating cutting-edge models like Vidu and Kling, we enable video style transfer and text/image-to-video generation. | |
| 2. | Applications and Features: We support transforming video content into animated, stylized versions and generating dynamic video content from text or images. Our models address challenges related to temporal consistency and smooth detail transitions, making them ideal for film production and creative short videos. | |
| 3. | Impact: The generated videos are diverse in style, fluid in motion, and rich in detail. This technology has been well-received by content creators and influencers, with thousands of creators sharing AI-generated videos on platforms like TikTok. |
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Advantages of Internal AI Technology:
| 1. | High-Quality and Stable Video/Audio Conversion with User-Friendly Operation: |
| ○ | Our AI technology delivers exceptional video conversion results, maintaining high-definition quality throughout the process and ensuring smooth playback across various video types. | |
| ○ | Compared to other technologies, our AI demonstrates superior stability in sound processing. Whether in noisy environments or handling complex audio signals, it can accurately distinguish and restore audio details, ensuring clear and natural sound output. | |
| ○ | Our digital human generation technology is extremely easy to use. Users don’t need a technical background or programming knowledge; high-quality digital human characters can be created with just a few simple steps. |
| 2. | Robust Backend Data Management: |
| ○ | The AI computing resource management platform offers global, multi-cloud resource management capabilities. It dynamically adjusts computing resources, scaling up or down as needed, to maximize efficiency and minimize costs. It supports multi-task management and monitors real-time price changes to ensure cost optimization. | |
| ○ | The BigP Management Console provides monitoring, analysis, and management functions for AI tasks and user data, enabling businesses to effectively oversee AI computing activities. | |
| ○ | The BigP Server Platform efficiently processes user-uploaded images, videos, and AI tasks. It optimizes task flows through precise management, ensuring stability and flexibility in services |
Overall Advantages Compared to Market Products:
| 1. | High Level of Technology Integration:
From image and video processing to voice handling, our solutions cover a wide range of scenarios with comprehensive functionality and user-friendly operation. |
| 2. | Optimized Resource Utilization:
With the AI computing resource management platform, resources are dynamically allocated and optimized, ensuring strong cost-control capabilities. |
| 3. | Excellent User Experience: |
| ○ | For Consumer Products: Simple and intuitive interfaces make it easy for everyday users to get started. | |
| ○ | For Enterprise Platforms: Professional and efficient features cater to businesses, with the flexibility to support customized requirements for different enterprises. |
Compliance with Government Regulation
We are subject to various federal, state, and overseas laws and regulations that affect companies conducting business on mobile platforms, including those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, sweepstakes and giveaways, and anti-corruption (as well as those relating to privacy and data protection if we begin collecting such data in the future). Additional laws and regulations relating to these areas likely will be passed in the future, and these or existing laws and regulations may be interpreted or enforced in new or expanded manners, each of which could result in significant limitations on ways we can communicate with users and operate our business. New and evolving laws and regulations, and changes in their enforcement and interpretation, may require changes to our technologies, software, or business practices, and may significantly increase our compliance costs or otherwise adversely affect our business and results of operations. As our business expands in scale and our operations expand into additional jurisdictions, our compliance requirements and costs may increase and we may be subject to increased regulatory scrutiny.
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| C. | Organizational Structure |
Our subsidiaries as of June 30, 2025 are as follows:
| Name of Subsidiary | Principal Activities | Place of Incorporation | Ownership | |||||
| Queensgate Resources Corp | Inactive | British Columbia, Canada | 100 | % | ||||
| Queensgate Resources US Corp | Inactive | Nevada, USA | 100 | % | ||||
| Siyata Mobile (Canada) Inc. | Inactive | British Columbia, Canada | 100 | % | ||||
| Siyata Mobile Israel Ltd. | R&D and wholesale distribution | Israel | 100 | % | ||||
| Signifi Mobile Inc. | Wholesale distribution | Quebec, Canada | 100 | % | ||||
| ClearRf Nevada Ltd. | Inactive | Nevada, USA | 100 | % | ||||
| ClearRF LLC | Inactive | Washington, USA | 100 | % | ||||
| Siyata PTT | Inactive | Calyman Islands | 100 | % | ||||
| D. | Property, Plant and Equipment |
Our warehouse and Canadian sales headquarters are located at 1751 Richardson Street, Suite #2207, Montreal, Quebec H3K-1G6, Canada, with approximately 5,616 square feet of space. We entered into a lease agreement for its property for a 20-month term, beginning on October 1, 2022, and expiring on May 31, 2024. Under this Lease, we pay net rent of $2.00 per square foot per annum, approximately $11,232 annum, payable in monthly equal installments. Additional warehouse space was leased at 250 Ford Boulevard, town of Chateauguay, Quebec, J6J-4Z2 with approximately 2,837 square feet of space. We entered into a lease agreement for its property for a 26 month term, beginning on April 1, 2022 and expiring on May 31, 2024. Under this Lease, we pay net rent of $11.50 per square foot per annum, approximately $32,625 annum, payable in monthly equal installments.
We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional offices.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
| A. | Operating Results |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this Annual Report.
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Overview
The Company develops, markets and sells a portfolio of rugged handheld Push-to-Talk over Cellular (“PoC”) smartphone devices. These rugged business-to-business (“B2B”) environments are focused on enterprise customers, first responders, construction workers, security guards, government agencies, utilities, transportation and waste management, amusement parks, and mobile workers in multiple industries.
On September 25, 2020 the Company listed on the Nasdaq Capital Markets (“Nasdaq”) under the symbol SYTA for its Common Shares, and the Company’s warrants issued on September 29, 2020 at $6.85 ($4,795 after the 1-for-100 and 1-for-7 reverse splits) are traded under the symbol SYTAW, and expire in five (5) years from the date of issue.
The registered and records office is located at 7404 King George Blvd, Suite- 200, Surrey, BC, V3W1N6, Canada.
Significant Highlights
The following highlights and developments for the three months ended June 30, 2025 and until the date of this MD&A.
On April 4, 2025, Siyata announced its support for the First Responder “Baker to Vegas” relay race which included providing SD7 handsets and accessories used for critical communications for the event.
On April 30, 2025, Siyata published its first Shareholder “Ask Me Anything” Video featuring Core Gaming’s CEO Aitan Zacharin. Siyata had recently signed a definitive merger agreement with Core Gaming.
On May 6, 2025, Siyata published the transcript from its first Shareholder “Ask Me Anything” Video.
On May 9, 2025, Siyata announced that Core Gaming successfully launched its AI COMIC app, a cutting-edge visual generation platform designed to revolutionize the way creators, gamers, and marketers produce content.
On May 21, 2025, Siyata announced that Core Gaming is releasing an exciting new mobile product: Nowifi, a next-generation offline mini-game hub designed for flexibility, privacy, and global accessibility.
On June 3, 2025, Siyata announced Core Gaming’s participation in the, “2025 Virtual Tech Conference: Discovering the Innovations Reshaping Tomorrow” virtual conference presented by Maxim Group LLC, on June 4, 2025.
On June 4, 2025, Siyata announced that Core Gaming has entered into a Strategic Partnership with Guangzhou WeiXuan, a cutting-edge technology studio, to co-develop a new wave of AI-powered productivity and creative tools.
On June 23, 2025, Siyata announced that Core Gaming is experiencing continued momentum with its innovative AI COMIC app. The app empowers users to transform everyday visuals into vivid anime-style content through features such as AI-generated video, personalized avatars, manga scene recreation, time-lapse aging and realistic face swaps.
On July 16, 2025, Siyata announced that its SD7 handset has earned the “Verizon Frontline Verified” designation, joining an elite group of solutions vetted and approved for use by first responders operating on the Verizon Frontline network.
On July 24, 2025, Siyata announced a strategic partnership with RAM® Mounts, an industry leader in rugged, U.S.-made mounting systems, to deliver advanced in-vehicle solutions tailored to Siyata’s SD7, SD7 ULTRA handsets and future roadmap handsets.
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Merger
Pursuant to the Merger Agreement, the Parties will effect the following transactions:
| a) | The Company will merge (the “Merger”) with and into Merger Sub, with the Company continuing as the surviving entity and a wholly owned subsidiary of Purchaser; | |
| b) | In exchange for the outstanding shares of the Company’s common stock, Purchaser will issue common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger; | |
| c) | On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and | |
| d) | At the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Company and Merger Sub will vest in the Company as the surviving corporation in the Merger. |
On March 25, 2025, the Company issued a press release announcing that Core Gaming, who it recently signed definitive merger agreement with, had entered into an arrangement with Fire Rhino Studios (“Fire Rhino”).
On April 4, 2025, the Company, issued a press release announcing that its SD7 Handsets will be deployed to help enable mission-critical communications during the 2025 Baker To Vegas Challenge Cup Relay.
See also Item 4. A. “Information on the Company – History and Development of the Company.”
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Summary Of Quarterly Results
The following unaudited table sets out selected financial information for the Company on a consolidated basis for the last eight most recently completed quarters.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2025
The following is an analysis of the Company’s operating results for the three month period ended June 30, 2025, and includes a comparison as at and for the three month period ended June 30, 2024.
Operations:
Revenues for the three month period ended June 30, 2025, were $2,034,779 compared to $1,890,968 for the three month period ended June 30, 2024. This increase year over year of $143,811 (7.6% of revenues) is mainly due to a $450,811 (36% increase) in the sales in North America in 2025 versus 2024 offset by a $307,000 (49% decrease) in the sales in EMEA for the same period in the prior year.
Cost of sales for the three-month period ended June 30, 2025, was $1,737,451 compared to $1,694,154 for the three month period ended June 30, 2024. The gross margin dollars for the three-month period ended June 30, 2025, was $297,328 (14.6% of sales) compared to $196,814 (10.4% of sales) for the three month period ended June 30,2024 respectively, a positive variance in gross margin by $100,514 (4.2% increase in gross margin percentage). This increase in gross margin is due relates to Q2 2025 sales of rugged and in-vehicle cellular devices in the EMEA represented 16% of gross sales at margins under 8% versus 33% in Q2 2024 at similar margins. As well, the margin drop is also due to the writedown of certain booster products in Q2 2025 amounting to $259,229 or 12.7% impact on gross margin for the period.
Amortization and depreciation costs for the three month period ended June 30, 2025, were $416,822 compared to $433,129 for the three month period ended June 30, 2025, a positive variance of $16,307 related to increase in amortization of the IFRS16 assets.
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Development expenses for the three month period ended June 30, 2025 was $165,000 compared to $NIL for the three month period ended June 30, 2025. This negative variance of $165,000 is due to the discontinued capitalization of costs related to the SD7+ that did not meet the criteria for capitalization in 2025 and 2024.
Selling and marketing costs for the three month period ended June 30, 2025, were $1,099,592 compared to $954,388 for the three month period ended June 30, 2024.This negative variance of $145,204 is due mainly to the increase in U.S. sales team headcount and commission structure of $91,000 and the travel expense of $118,204, offset by the decrease in promotional costs mostly related to the SD7 and the decrease in booster advertising of $64,000.
Equity promotion and marketing costs for Q2 2025 was $455,500 compared to $2,000,000 in Q2 2024, a positive variance of $1,544,500 and is due to the additional marketing costs spent in Q2 2024 to increase awareness in public markets of the Company and its product offerings.
General and administrative costs for the three month period ended June 30, 2025 was $1,369,049 compared to $1,033,301 for the three month period ended June 30, 2024. This negative variance of $335,748 (+33%) relates mainly to an increase in general and administrative salaries in the period of $121,000, the increase in consulting and director’s fees of $195,000, an increase in office and general expenses of $5,000, an increase in regulatory and filing fees of $4,000 related to increased fees for filing various legal requirements. Increase in shareholder relations costs of $5,000 and an increase in administrative travel costs of $15,000 offset by a decrease in professional services costs of $9,253 related to the merger costs and litigation related expenses.
Bad debts for the three month period ended June 30, 2025, were $59,308 compared to $NIL for the three month period ended June 30, 2024, a negative variance of $59,308 related to one customer who went bankrupt and the Company has written off the receivable s a bad debt and are awaiting the credit insurance company’s decision on the amount to reimburse the Company for said insured loss..
Share-based compensation costs for the three month period ended June 30, 2025, was $NIL compared to $83,762 for the three month period ended June 30, 2024, a positive variance of $83,762. The decrease in share-based compensation relates to the issuance in 2022 of 4,654 Restricted share units and 1,635 stock options to employees, management and directors in 2022 which were fully amortized by 2025.
Finance expenses for the three month period ended June 30, 2025, were $646,242 compared to $942,283 for the three month period ended June 30, 2024, a positive variance of $296,041. This positive variance consists of a decrease in finance expenses related to the sale of future receivables in the amount of $485,716 (Note 6) related to the re-financing in Q2 2024 of the sale of future receipts and the decrease in interest on a bank loan of $13,438 (Note 5), offset by a penalty fee paid of $100,000 to an investor, an increase in finance fees and related interest expenses on the factoring facility of $29,967 (Note 3), the increase in discount for customer early payment costs of $36,137 and the increase in interest and bank charges of $15,462 and the increase in IFRS16 finance costs and other bank charges of $3,694.
Foreign exchange loss (gain) for the three month period ended June 30, 2025, was $148,011 compared to negative $1,706 for the three month period ended June 30, 2024, a negative variance of $149,717. This variance resulted from foreign currency fluctuations in the period.
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Change in reserve for claims for the three month period ended June 30, 2025, was a gain of $254,000 compared to $Nil for the three-month period ended June 30, 2024. This positive variance relates to an out of court settlement with a supplier for an amount that is $254,000 less than the amount originally accrued in prior periods.
Loss on issuance for the three month period ended June 30, 2025 was $NIL compared to $6,129,282 for the three month period ended June 30, 2024, a positive variance of $6,129,282. This variance resulted from the difference in the prior period between the fair value of the consideration issued by the Company in various capital raises as compared to the consideration received for these capital raises.
Loss on extinguishment of financial liability for the three month period ended June 30, 2025 was $nil compared to $601,163 for the three month period ended June 30, 2024, a positive variance of $601,163. This variance resulted from the difference between the fair value of the consideration issued by the Company as well as warrants extinguished in a specific capital raise on June 5, 2024 as compared to the consideration of warrants, common and preferred C shares received for this capital raise.
Change in fair value of the warrant liability and preferred share liability for the three month period ended June 30, 2025, was $NIL compared to a gain of $31,986 for the three month period ended June 30, 2024. This variance relates to the change in fair value that is recorded as profit in loss on the financial liability derivatives as outlined in Note 7.
Transaction costs for the three-month period ended June 30, 2025 was $NIL compared to $977,318 for the three month period ended June 30, 2024. This variance relates to the transaction costs incurred in the prior period due to multiple capital raises where the portion of these raises that relate to a financial instrument are treated as a liability and not equity, and so the related costs incurred are expenses in the period as transaction cots and not as share issuance costs.
Net loss and comprehensive loss for the period
The Company experienced a net loss for the three month period ended June 30, 2025 of $3,808,196 compared to a net loss of $12,924,120 for the three month period ended June 30, 2024, a positive variance of $9,115,924.
Adjusted EBITDA
For the three month period ended June 30, 2025, the adjusted EBITDA was negative $2,851,121 compared to $3,790,875 for the three month period ended June 30, 2024, a negative variance of $939,756. Adjusted EBITDA is defined as the net operating loss excluding depreciation and amortization, and share-based compensation expense. It is a non-IFRS calculation that should be compared to our audited financial information included elsewhere in this Annual Report.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2025
The following is an analysis of the Company’s operating results for the six month period ended June 30, 2025, and includes a comparison as at and for the six month period ended June 30, 2024.
Operations:
Revenues for the six month period ended June 30, 2025, were $4,503,110 compared to $4,248,847 for the six month period ended June 30, 2024. This increase year over year of $254,263 (6.0% of revenues) is mainly due to a $1,269,000 (51% increase) in the sales in North America in 2025 versus 2024 offset by a $1,014,737 (58% decrease) in the sales in EMEA for the same period in the prior year.
Cost of sales for the six-month period ended June 30, 2025, was $3,675,546 compared to $3,188,616 for the six month period ended June 30, 2024. The gross margin dollars for the six-month period ended June 30, 2025, was $827,564 (18.4% of sales) compared to $1,060,231 (25.0% of sales) for the six month period ended June 30,2024 respectively, a negative variance in gross margin by $232,667 (6.6% decrease in gross margin percentage). This decrease in gross margin is due relates to Q2 2025 sales of rugged and in-vehicle cellular devices in the EMEA represented 16% of gross sales at margins at 8% versus 33% in Q2 2024. As well, the margin drop is also due to the writedown of certain booster products in Q2 2025 amounting to $259,229 or 5.8% impact on gross margin for the period.
Amortization and depreciation costs for the six month period ended June 30, 2025, were $831,802 compared to $837,787 for the six month period ended June 30, 2025, a positive variance of $5,985 related to a decrease in amortization of the IFRS16 assets.
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Development expenses for the six month period ended June 30, 2025 was $331,600 compared to $35,000 for the six month period ended June 30, 2024. This negative variance of $296,600 is due to the discontinued capitalization of costs related to the SD7+ that did not meet the criteria for capitalization in 2025.
Selling and marketing costs for the six month period ended June 30, 2025, was $2,238,228 compared to $2,102,406 for the six month period ended June 30, 2024.This negative variance of $135,822 is due mainly to the increase in U.S. sales team headcount and commission structure of $134,000 and the travel expense of $225,000, offset by the decrease in promotional costs mostly related to the SD7 and the decrease in booster advertising of $223,178.
Equity promotion and marketing costs for the six month period ended June 30, 2025 was $938,750 compared to $2,150,000 for the six month period ended June 30, 2024, a positive variance of $1,211,250 and is due to the additional marketing costs spent in 2024 to increase awareness in public markets of the Company and its product offerings.
General and administrative costs for the six month period ended June 30, 2025 was $2,640,496 compared to $2,071,853 for the six month period ended June 30, 2024. This negative variance of $568,643 (+27%) relates mainly to an increase in general and administrative salaries in the period of $229,000, the increase in consulting and director’s fees of $216,000, an increase in office and general expenses of $30,000, an increase in regulatory and filing fees of $43,000 related to increased fees for filing various legal requirements, an increase in professional services costs of $69,643 related to the merger costs and litigation related expenses and an increase in administrative travel costs of $15,000 offset by a decrease in shareholder relations costs of $34,000.
Bad debts for the six month period ended June 30, 2025, were $68,499 compared to $18,858 for the six month period ended June 30, 2024, a negative variance of $49,641 related to one customer who went bankrupt and the Company has written off the receivable s a bad debt and are awaiting the credit insurance company’s decision on the amount to reimburse the Company for said insured loss..
Share-based compensation costs for the six month period ended June 30, 2025, was $NIL compared to $200,886 for the six month period ended June 30, 2024, a positive variance of $200,886. The decrease in share-based compensation relates to the issuance in 2022 of 4,654 Restricted share units and 1,635 stock options to employees, management and directors in 2022 which were fully amortized by 2025.
Finance expenses for the six month period ended June 30, 2025, was $1,763,864 compared to $1,722,039 for the six month period ended June 30, 2024, a negative variance of $41,825. This negative variance consists of a an increase in interest on a bank loan of $18,729 (Note 5), a penalty fee paid in 2025 of $100,000, a 2025 commitment fee for the equity line of credit paid in shares of the Company valued at $635,294, an increase in finance fees and related interest expenses on the factoring facility of $92,179 (Note 3), the increase in discount for customer early payment costs of $67,222 and the increase in interest and bank charges of $46,928 and offset by the decrease in IFRS16 finance costs and other bank charges of $4,659 and the decrease in finance expenses related to the sale of future receivables in the amount of $913,868 (Note 6) related to the re-financing in Q2 2024 of the sale of future receipts
Foreign exchange loss (gain) for the six month period ended June 30, 2025, was $95,880 compared to negative $10,651 for the six month period ended June 30, 2024, a negative variance of $106,531. This variance resulted from foreign currency fluctuations in the period.
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Change in reserve for claims for the six month period ended June 30, 2025, was a gain of $484,609 compared to $Nil for the six-month period ended June 30, 2024. This positive variance relates to an out of court settlement with a supplier for an amount that is $254,000 less than the amount originally accrued in prior periods and a reversal of $230,609 of interest and penalty accruals in prior periods that management is of the opinion will never be exigible.
Loss on issuance for the six month period ended June 30, 2025 was $NIL compared to $6,129,282 for the six month period ended June 30, 2024, a positive variance of $6,129,282. This variance resulted from the difference in the prior period between the fair value of the consideration issued by the Company in various capital raises as compared to the consideration received for these capital raises.
Loss on extinguishment of financial liability for the six month period ended June 30, 2025 was $nil compared to $601,163 for the six month period ended June 30, 2024, a positive variance of $601,163. This variance resulted from the difference between the fair value of the consideration issued by the Company as well as warrants extinguished in a specific capital raise on June 5, 2024 as compared to the consideration of warrants, common and preferred C shares received for this capital raise.
Change in fair value of the warrant liability and preferred share liability for the six month period ended June 30, 2025, was $NIL compared to a gain of $54,570 for the six month period ended June 30, 2024. This variance relates to the change in fair value that is recorded as profit in loss on the financial liability derivatives as outlined in Note 7.
Transaction costs for the six-month period ended June 30, 2025 was $NIL compared to $977,318 for the six month period ended June 30, 2024. This variance relates to the transaction costs incurred in the prior period due to multiple capital raises where the portion of these raises that relate to a financial instrument are treated as a liability and not equity, and so the related costs incurred are expenses in the period as transaction cots and not as share issuance costs.
Net loss and comprehensive loss for the period
The Company experienced a net loss for the six month period ended June 30, 2025 of $7,597,264 compared to a net loss of $15,723,140 for the six month period ended June 30, 2024, a positive variance of $8,123,876.
Adjusted EBITDA
For the six month period ended June 30, 2025, the adjusted EBITDA was negative $5,427,209 compared to $5,317,886 for the six month period ended June 30, 2024, a negative variance of $109,323. Adjusted EBITDA is defined as the net operating loss excluding depreciation and amortization, and share-based compensation expense. It is a non-IFRS calculation that should be compared to our audited financial information included elsewhere in this Annual Report
| B. | Liquidity and Capital Resources |
The Company’s objective in managing liquidity risk is to maintain sufficient liquidity in order to meet operational and investing requirements at any point in time. The Company has historically financed its operations primarily through a combination of demand loans and the sale of share capital by way of private placements.
As at June 30, 2025 the Company had a cash balance $6,483,881 (December 31, 2024 - $181,730). The Company had an accumulated deficit of $123,618,435 (December 31, 2024 - $116,021,171) and working capital of positive $7,212,633 (December 31, 2024 -Negative $4,947,281).
Net cash flows related to operating activities used for six month period ended June 30, 2025, was negative $7,930,660 compared to negative $8,452,619 for the six month period ended June 30, 2024, a positive variance of $521,959. The decrease in cash used was primarily due to an increase in change in working capital items of $865,501 offset by the change in net loss for the period including addbacks of $1,387,460.
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The non-cash working capital variances consisting of an increase in trade and other receivables of $646,096, a decrease in prepaids of $545,924, increase in inventory of $2,394,751, a decrease in advances to suppliers of $855,841, and an increase in accounts payable and accrued liabilities of $3,024,280.
Net cash flows used in investing activities for the six month period ended June 30, 2025 of $1,418,221 versus $1,576,423 for the three month period ended June 30, 2024, with a positive variance of $158,202. This variance relates primarily to the decrease in investment in unaffiliated entity in the prior period of $1,000,000 offset by the increase in intangible asset additions of $838,370 and the increase in fixed asset additions of $3,428.
Net cash flows from financing activities for the six month period ended June 30, 2025 and 2024 were $15,651,032 and $10,806,179 respectively. This positive variance of $4,844,853 relates to the shares issued under the equity line of credit of $19,301,987 and the decrease in lease payments of $2,585, offset by the decrease in exercise of warrants and prefunded warrants of $9,762,570 net of transaction costs, the decrease in bank loans of $2,388,187, the decrease in sale of future receipts proceeds of $2,099,628 and the redemption of Class C preferred shares for $209,334.
The future success of the Company is dependent on the continued success of its vehicle mounted communications products, its mobile rugged phones and its booster products together with the ability to finance the necessary working capital, at agreeable terms, to support the growth of the business.
The Company’s unaudited interim consolidated financial statements have been prepared in accordance with IFRS under the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. The unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
SHARE CAPITAL
| (a) | Authorized Unlimited number of common shares without par value |
As at June 30, 2025, the Company had 12,066,616 common shares issued and outstanding (December 31, 2024 – 787,733).
| Common Share Activity January 1, 2025-June 30, 2025 | # of shares | $ | ||||||
| Opening Balance January 1, 2025 | 787,733 | 104,916,073 | ||||||
| Shares issued under the Equity Line of credit | 10,467,140 | 22,998,716 | ||||||
| Conversion of Class C preferred shares into common shares | 811,743 | 1,206,355 | ||||||
| Closing Balance June 30, 2025 | 12,066,616 | 129,121,144 | ||||||
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As of the date of issuance of these financial statements, total outstanding common shares is 12,387,223 due to the issuance after June 30, 2025, of both 12,364 shares issued under the equity line of credit for net proceeds of $34,245 plus the conversion of 215 Clas “C” preferred shares into 308,243 common shares at its fair value of $252,941.
| Common Share Activity After June 30, 2025 | # of shares | $ | ||||||
| Opening Balance July 1, 2025 | 12,066,616 | 129,121,144 | ||||||
| Shares issued under the Equity Line of credit | 12,364 | 34,245 | ||||||
| Conversion of Class C preferred shares into common shares | 308,243 | 252,941 | ||||||
| Closing Balance at the date of the MD&A | 12,387,223 | 129,408,330 | ||||||
On December 27, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 10 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.
On August 2, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 18 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.
On December 4, 2023 the Company consolidated (each a “Share”) its common shares on the basis of 7 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.
On August 3, 2023, the Company consolidated (each a “Share”) its common shares on the basis of 100 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.
On September 24, 2020, the Company consolidated (each a “Share”) its common shares on the basis of 145 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.
| (b) | Authorized 2,000 Class “C” preferred shares without par value |
As at June 30, 2025, the Company had 215 Class C preferred shares issued and outstanding (December 31, 2024 – 909).
| Class C Preferred Share Activity January 1, 2025 to June 30, 2025 | ||||||||
| # of Units | $ Pref Share Liability | |||||||
| Opening Balance January 1, 2025 | 909 | $ | 1,069,413 | |||||
| Issuance | 540 | 635,294 | ||||||
| Redemptions-conversions | (1,234 | ) | (1,452,571 | ) | ||||
| Closing Balance-June 30, 2025 | 215 | $ | 252,136 | |||||
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As of the date of issuance of these financial statements, total outstanding Class “C” preferred shares is NIL due to the conversion of 215 Class “C” preferred shares into 308,243 common shares.
(c) Stock Options:
The Company has a shareholder-approved “rolling” stock option plan (the “Plan”) in compliance with Nasdaq policies. Under the Plan the maximum number of shares reserved for issuance may not exceed 15% of the total number of issued and outstanding Common Shares on a fully diluted basis at the time of granting. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant, less a discount of up to 25%. Options can have a maximum term of ten years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.
A summary of the Company’s stock option activity at June 30, 2025 is as follows:
A summary of the Company’s stock option activity is as follows:
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As at June 30, 2025 stock options outstanding are as follows:
There were no transactions for the six month period ended June 30, 2025
Restricted Share Units (“RSUs”)
The Company approved on February 14, 2022, an amended and restated equity incentive plan which permits the issuance of restricted share units in addition to stock options.
A summary of the Company’s restricted share unit activity for the six-month period ended June 30, 2025 is as follows:
| Number of RSU’s | Weighted Average Issue Price | |||||||
| Outstanding RSU, December 31, 2023 | 24 | $ | 132,063.75 | |||||
| Granted | - | - | ||||||
| Exercised/cancelled | - | - | ||||||
| Outstanding RSU, December 31, 2024 | 24 | $ | 132,352.50 | |||||
| Granted | - | - | ||||||
| Exercised/cancelled | - | - | ||||||
| Outstanding RSU, June 30, 2025 | 24 | $ | 132,352.50 | |||||
As at June 30, 2025 restricted share units outstanding are as follows:
| Grant Date | Number of RSU’s outstanding | Number of RSU’s exercisable | Weighted Average Issue Price | |||||||||
| 9-Mar-22 | 17 | 17 | $ | 129,780.00 | ||||||||
| 13-Apr-22 | 7 | 7 | $ | 138,600.00 | ||||||||
| Outstanding RSU, June 30, 2025 | 24 | 24 | $ | 132,352.50 | ||||||||
Agent’s options
A summary of the Company’s agents’ options activity for the period ended June 30, 2025 is as follows:
| Number of | Weighted average | |||||||
| options | exercise price | |||||||
| Outstanding agent options, December 31, 2023 | 103 | $ | 4,986.08 | |||||
| Expired | (2 | ) | 144,900.00 | |||||
| Outstanding agent options, December 31, 2024 | 101 | 35,640.85 | ||||||
| Expired | - | - | ||||||
| Outstanding agent options, June 30, 2025 | 101 | $ | 35,640.85 | |||||
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As at June 30, 2025 and of the date of the filing of this Annual Report, agent’s options outstanding and exercisable are as follows:
There were no transactions for the six months ended June 30, 2025 nor for the six months ended June 30, 2024.
Share Purchase Warrants:
A summary of the Company’s warrant activity is as follows:
Transactions from January 1, 2025 until June 30, 2025 are as follows:
As of June 30, 2025 and the date of this MD&A, share purchase warrants outstanding and exercisable are as follows:
| Grant Date | Number of Warrants outstanding and exercisable | Exercise Price | Expiry date | |||||||
| 29-Sep-20 | 14 | 863,100.00 | 28-Sep-25 | |||||||
| 11-Jan-22 | 80 | 289,800.00 | 10-Jan-27 | |||||||
| 31-Oct-23 | 56 | 12.60 | none | |||||||
| Total | 150 | $ | 235,120.70 | |||||||
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FINANCIAL INSTRUMENTS
The fair values of the Company’s cash, trade and other receivables, accounts payable and accrued liabilities and long-term debt, approximate carrying value, which is the amount recorded on the consolidated statement of financial position.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company places its cash with institutions of high creditworthiness. Management has assessed there to be a low level of credit risk associated with its cash balances.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 38% of the Company’s revenue for the three months ended June 30, 2025, (June 30, 2024 -19%) is attributable to sales transactions with a single customer.
The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. In prior years, certain key customers were offered extended payment terms on their purchases due to slow down from Covid-19 and budget approvals for government tenders.
More than 72% (2024 – 60%) of the Company’s customers have been active with the Company for over four years, and the allowance for doubtful accounts of $68,490 (2024 - $18,858) has been recognized against these customers. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity, and the existence of previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the Company.
The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants (if any). These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation.
The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
With the exception of employee benefits, the Company’s accounts payable and accrued liabilities have contractual terms of 90 days. The employment benefits included in accrued liabilities have variable maturities within the coming year.
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Market risk
| a) | Currency Risk |
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
| a) | Interest Rate Risk |
Interest rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitively to interest rates is currently immaterial as the Company’s debt bears interest at fixed rates.
| b) | Price Risk |
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| C. | Research and development, patents and licenses, etc. |
Research and development
The Company undertakes research activities that present the prospect of gaining new scientific or technical knowledge and understanding, and the Company’s development activities involve a plan or design for the production of new or substantially improved products and processes. The Company conducts its own research and development with its internal engineering teams in Israel and complements that effort with subcontractors for both its hardware and software development. The Company analyzes market trends, evaluates emerging wireless technologies, and innovates to address anticipated customer needs.
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Patents
The Company owns two patents that it acquired from Clear RF and the Corporation has entered into several licensing agreements for the use of a trademark and certain patents.
In March 2021, the Corporation, through a wholly-owned subsidiary of Signifi Mobile Inc., the Corporation’s wholly-owned subsidiary, also acquired all of the outstanding units of Clear RF LLC (“ClearRF”), a Washington State limited liability company, for a total purchase price of $700,000. The purchase price which was satisfied by the issuance of approximately $389,970 in Common Shares and a payment of $310,030 in cash. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications, and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things” (“IoT”) applications. ClearRF’s flagship product is a 4G LTE direct connect cellular amplifier designed specifically for fixed and mobile M2M and IoT applications, used to connect directly to any cellular router, modem, embedded module, or alarm panel.
Licensing Agreements
Licensing Agreement with Via Licensing Corporation
Effective June 8, 2018, the Corporation entered into two separate patent licensing agreements (together, the “Via Licensing Agreements”) with Via Licensing Corporation to utilize worldwide patents related to the coding and decoding of Android software as well as access and download within the LTE/ 4G network. This patent license is for an initial period of five years and can be extended for a further five-year term. Management is completing the extension prior to the expiry date. Under the Via Licensing Agreements, the Corporation has the right, at any time during the term or any extension thereof, to terminate the agreements upon providing 60 days advanced notice of termination. The Via Licensing Agreements provide for the payment, to Via Licensing Corporation, of quarterly royalty fees that are based solely on product sales and is expressed as a percentage formula based upon the number of units sold, the country in which the units were manufactured, and the country location of the end customer. There are no minimum royalty fees payable under the Via Licensing Agreements.
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Licensing Agreement with Wilson Electronics, LLC
Siyata, through its wholly-owned subsidiary, Signifi Mobile Inc., entered into a royalty agreement (the “Wilson Agreement”) with Wilson Electronics, LLC on November 30, 2017, with an effective date of January 1, 2018. The Wilson Agreement permits the Corporation to utilize several of Wilson Electronics’ LLC’s patents related to cellphone boosters. Specifically, under the Wilson Agreement, the Corporation has licensed a patent for its cellular booster portfolio of products, for the rights to the stand-alone cell phone radio signal booster on a worldwide basis. The Wilson Agreement is expected to remain in force until the expiration of all of the patents licensed under the Wilson Agreement expire, which is estimated to occur in December 2027. The Wilson Agreement requires Siyata to pay a royalty to Wilson Electronics, LLC of 4.5% of the sales of booster products, payable quarterly.
| D. | Trend Information |
See Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, Subsection A. “Outlook” for trend information.
| E. | Critical Accounting Estimates |
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates:
| i) | Critical accounting estimates |
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but not limited to the following:
| ☐ | Income taxes - Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in profit or loss both in the period of change, which would include any impact on cumulative provisions, and future periods. Deferred tax assets, if any, are recognized to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse. | |
| ☐ | Fair value of stock options and warrants - Determining the fair value of warrants and stock options requires judgments related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could have a significant impact on the Company’s future operating results or on other components of shareholders’ equity. | |
| ☐ | Capitalization of development costs and their amortization rate – Development costs are capitalized in accordance with the accounting policy. To determine the amounts earmarked for capitalization, management estimates the cash flows which are expected to be derived from the asset for which the development is carried out and the expected benefit period. | |
| ☐ | Inventory - Inventory is valued at the lower of cost and net realizable value. Cost of inventory includes cost of purchase (purchase price, import duties, transport, handling, and other costs directly attributable to the acquisition of inventories), cost of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Provisions are made in profit or loss of the current period on any difference between book value and net realizable value. | |
| ☐ | Estimated product returns - Revenue from product sales is recognized net of estimated sales discounts, credits, returns, rebates and allowances. The return allowance is determined based on an analysis of the historical rate of returns, industry return data, and current market conditions, which is applied directly against sales. | |
| ☐ | Impairment of non-financial assets - The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to asset impairment. The recoverable amount of an asset or a cash-generating unit (“CGU”) is determined using the greater of fair value less costs to sell and value in use which requires the use of various judgments, estimates, and assumptions. |
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| ☐ | Useful life of intangible assets – The Company estimates the useful life used to amortize intangible assets which relates to the expected future performance of the assets acquired based on management estimate of the sales forecast. | |
| ☐ | Future purchase consideration - In a business combination, the Company recognizes a contingent consideration at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognized either in profit or loss, or as a change to other comprehensive income (“OCI”). If the contingent consideration is not within the scope of IAS 39, it is measured at fair value in accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity. | |
| ☐ | Contingent consideration from an asset acquisition is recognized when: the conditions associated with the contingency are met; the Company has a present legal or constructive obligation that can be estimated reliably; and it is probably that an outflow of economic benefits will be required to settle the obligation. |
| ii) | Critical accounting judgments |
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following:
| ☐ | Deferred income taxes – judgments are made by management to determine the likelihood of whether deferred income tax assets at the end of the reporting period will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as the amounts recognized in profit or loss in the period in which the change occurs. | |
| ☐ | Functional currency - The functional currency for the Company and each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates. The Company has determined the functional currency of each entity to be the Canadian dollar with the exception of Siyata Israel which has the functional currency of the US dollar. Such determination involves certain judgments to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions that determine the primary economic environment. |
| ☐ | Going concern – As disclosed in Note 1 to the consolidated financial statements. |
RECENT ACCOUNTING PRONOUNCEMENTS
None than specifically apply to the Company as evaluated by management.
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RELATED PARTY TRANSACTIONS
Key Personnel Compensation
Key Personnel Compensation
Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel for the three months ended June 30, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
| Payments to key management personnel: | ||||||||
| Salaries, consulting and directors’ fees | $ | 572,215 | $ | 401,653 | ||||
| Share-based payments | - | 63,680 | ||||||
| Total | $ | 572,215 | $ | 465,333 | ||||
Salaries, consulting and directors’ fees shown above are classified within profit and loss as shown below:
| (in thousands) | ||||||||||
| Type of Service | Nature of Relationship | 2025 | 2024 | |||||||
| Selling and marketing expenses | VP Technology/VP Sales International | $ | 109 | $ | 148 | |||||
| General and administrative expense | Companies controlled by the CEO, CFO and Directors | $ | 463 | $ | 254 | |||||
| C. | Off-Balance Sheet Arrangements |
The Company currently has no off-balance sheet arrangements.
Additional Information
Additional information relating to the Company can be found on SEDAR at www.sedar.com.
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Exhibit 99.3
NEWS RELEASE
Siyata Mobile Reports Second Quarter 2025 Financial Results
Vancouver, BC – August 14, 2025 — Siyata Mobile Inc. (Nasdaq: SYTA) (“Siyata” or the “Company”), a global developer and vendor of mission-critical Push-to-Talk over Cellular (PoC) handsets and accessories, today announced its financial results for the three months ended June 30, 2025.
These financial results pertain exclusively to Siyata Mobile Inc. and do not reflect or include any financial information or performance of Core Gaming Inc., a rising innovator in AI-driven creative technologies, who Siyata signed a definitive merger agreement with on February 26, 2025 (subject to closing conditions).
Key financial highlights for the second quarter of 2025
| ● | Revenues of $2.0 million compared to $1.9 million in the year ago period. | |
| ● | Net loss was $3.8 million as compared to a net loss of $12.9 million in the year ago period. | |
| ● | Adjusted EBITDA was ($2.9) million versus ($3.8) million in the year ago period. |
About Siyata Mobile Inc.
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 ticker symbol “SYTA”, and its prior issued common warrants trade on the Nasdaq under the ticker symbol “SYTAW”.
Visit www.siyata.net to learn more.
About Core Gaming
Core Gaming is an international AI driven mobile games developer and publisher headquartered in Miami . We create entertaining games for millions of players worldwide, while empowering other developers to deliver player-focused apps and games to enthusiasts. Core’s mission is to be the leading global AI driven gaming company. Since our launch we have developed and co-developed over 2,100 games, driven over 780 million downloads, and generated a global footprint of over 40 million users from over 140 countries.
Visit www.coregaming.co 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.