Core AI Holdings, Inc 6-K, filed Apr 7, 2023
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on April 7, 2023.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: April, 2023
Commission File Number: 001-39557
Siyata
Mobile Inc.
(Translation of registrant’s name into English)
1751 Richardson Street, Suite #2207,
Montreal, Quebec H3K-1G6, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On April 6, 2023, Siyata Mobile Inc., a British Columbia (Canada) company, that is a global vendor of Push-to-Talk over Cellular devices and of cellular signal booster systems (the “Company” or “Siyata”), received notice from the British Columbia Securities Commission (“BCSC”), which is the Company’s principal securities regulator in Canada, stating that the BCSC had, on that date, issued a cease trading order (the “Order”). The Order was received after the Company filed its Report of Foreign Private Issuer with the Securities and Exchange Commission on April 6, 2023 relating to the deficiency letters received from the BCSC.
The Order resulted from the Company’s failure to file its Annual Information Form, annual financial statements, annual management’s discussion and analysis, and certification of those annual filings for the Company’s financial year ended December 31, 2022, each within the timeline prescribed under Canadian securities and its failure to pay routine filing fees in connection with those filings.
The Order states that Canadian beneficial security holders who are not Company insiders or control persons may sell the securities acquired prior to the date of the Order if the sale is through a “foreign organized regulated market” (as defined in the applicable rules) and is made through a Canadian registered investment dealer.
The Company does not believe that the Order will impact the trading of the Company’s common shares and warrants, trading under the symbols SYTA and SYTAW, respectively, on the Nasdaq Capital Market.
A copy of the BCSC Order is attached hereto as Exhibit 99.1.
The Company currently intends to file its AIF, annual financial statements, annual management’s discussion and analysis and certifications of its annual filings with the BCSC on or before May 15, 2023, which is expected to result in the revocation of the Order.
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. For example, the Company is using forward-looking statements in this Report when it discusses that it does not believe the trading of its common shares and warrants on the Nasdaq Capital Market will be impacted by the placement on the list of defaulting issuers and that intends to file certain filings with the British Columbia Securities Commission and seek to have the listing taken down. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report.
The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s final prospectus filed with the SEC on March 31, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents of third party websites.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Order of the British Columbia Securities Commission dated April 6, 2023. |
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 7, 2023 | SIYATA MOBILE INC. | |
| By: | /s/ Marc Seelenfreund | |
| Name: | Marc Seelenfreund | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Citation: 2023 BCSECCOM 161
Cease Trade Order
Siyata
Mobile Inc.
(the Issuer)
Under the securities legislation of British Columbia (Legislation)
Background
| 1 | This is the order of the regulator of the British Columbia Securities Commission (the Decision Maker). |
| 2 | The Issuer has not filed the following periodic disclosure required by the Legislation: |
| 1. | annual audited financial statements for the year ended December 31, 2022, |
| 2. | annual management’s discussion and analysis for the year ended December 31, 2022, |
| 3. | annual information form for the year ended December 31, 2022, and |
| 4. | certification of annual filings for the year ended December 31, 2022. |
| 3 | As a result of this order, if the Issuer is a reporting issuer in a jurisdiction in which Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, a person or company must not trade in or purchase a security of the Issuer in that jurisdiction, except in accordance with the conditions that are contained in this order, if any, for so long as this order remains in effect. |
| 4 | Further, this order takes automatic effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation. |
Interpretation
| 5 | Terms defined in the Legislation, National Instrument 14-101 Definitions and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined. |
Order
| 6 | The Decision Maker is satisfied that the decision concerning the cease trade meets the test set out in the Legislation to make this decision. |
Tel: 604 899-6500 Fax: 604 899-6506 Toll Free: 1 800-373-6393 www.bcsc.bc.ca
P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC, Canada V7Y 1L2
| 7 | It is ordered under the Legislation that trading cease in respect of each security of the Issuer. |
| 8 | Despite this order, a beneficial securityholder of the Issuer who is not, and was not at the date of this order, an insider or control person of the Issuer, may sell securities of the Issuer acquired before the date of this order if both of the following apply: |
| 1. | the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and |
| 2. | the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. |
| 9 | April 6, 2023 |
Jody-Ann Edman, CPA, CA
Manager, Financial Reporting
Corporate Finance