As filed with the Securities and Exchange Commission on May 8, 2024
Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SIYATA MOBILE INC.
(Exact name of registrant as specified in its
charter)
| British Columbia (Canada) |
|
4812 |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
514-500-1181
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
Telephone: (212) 930-9700
|
Copies to: |
| |
|
Ross David Carmel, Esq.
Thiago Spercel, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Tel: (212) 930-9700
Fax: (212) 930 9725 |
|
Joseph Lucosky, Esq.
Scott Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, NJ 08830
Tel: (732) 395-4400 |
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☒ 333-278697
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is an emerging growth company. Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for comply with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of Securities
Act. ☐
| |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registration statement shall become effective
upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This registration statement is being filed pursuant
to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the
registration statement on Form F-1 (File No. 333-278697) initially filed by Siyata Mobile Inc. (the “Company”) with the United
States Securities and Exchange Commission (the “Commission”) on April 15, 2024 (the “Prior Registration Statement”),
which was declared effective by the Commission on May 7, 2024, including all amendments, supplements and exhibits thereto and each of
the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein
by reference.
The Company is filing this registration statement
for the sole purpose of increasing the offering amount. The additional securities that are being registered for sale are in an amount
that represents no more than 20% of the maximum aggregate principal amount set forth in the Prior Registration Statement. The required
opinions of counsel and related consents and accountant’s consents are attached hereto and filed herewith. Pursuant to Rule 462(b),
the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this registration
statement.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 8. Exhibits and Financial Statement
Schedules.
(a) Exhibits
The exhibits of the registration
statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.
(b) Financial Statement Schedules.
All financial statement schedules are omitted
because the information called for is not required or is shown either in the financial statements or in the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City
of Montreal, Quebec, Canada, on this 8th day of May, 2024.
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SIYATA MOBILE INC. |
| |
|
|
By: |
/s/ Marc Seelenfreund |
| |
|
Marc Seelenfreund
Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Marc Seelenfreund or Gerald Bernstein as his true and lawful attorney-in-fact and
agent, with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments
to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, and all
post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
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| /s/ Marc Seelenfreund |
|
Chief Executive Officer and Director |
|
May 8, 2024 |
| Marc Seelenfreund |
|
(principal executive officer) |
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| |
|
|
|
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| /s/ Gerald Bernstein |
|
Chief Financial Officer |
|
May 8, 2024 |
| Gerald Bernstein |
|
(principal financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/ Peter Goldstein |
|
Chairman |
|
May 8, 2024 |
| Peter Goldstein |
|
|
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|
| |
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|
|
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| /s/ Gary Herman |
|
Director |
|
May 8, 2024 |
| Gary Herman |
|
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|
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|
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| /s/ Lourdes Felix |
|
Director |
|
May 8, 2024 |
| Lourdes Felix |
|
|
|
|
| |
|
|
|
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| /s/ Stephen Ospalak |
|
Director |
|
May 8, 2024 |
| Stephen Ospalak |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933
as amended, the undersigned, the duly authorized representative in the United States of America of Siyata Mobile Inc., has signed
this registration statement on May 8, 2024.
| |
Authorized U.S. Representative |
| |
|
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/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President on behalf of
Cogency Global Inc. |
II-3
Exhibit 5.1
May 8, 2024
Siyata Mobile Inc.
7404 King George Blvd. Suite 200, King’s
Cross
Surrey, British Columbia
V3W 1N6, Canada
| Re: | Siyata
Mobile Inc. – Form F-1 Registration Statement |
We have acted as Canadian legal counsel to Siyata Mobile Inc., a British
Columbia corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange
Commission (the “Commission”) of a Registration Statement on Form F-1 (the “462(b) Registration Statement”)
for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”) the sale of the
following additional securities (the “Offering”): 520,000 common shares, no par value, of the Company (“Common
Shares”) and/or pre-funded warrants to purchase Common Shares (the “Pre-Funded Warrants”) pursuant to a securities
purchase agreement (the “Securities Purchase Agreement”) to be entered into by and between the Company and each of
the purchasers thereof (the “Purchasers”).
The 462(b) Registration Statement relates to the Company’s Registration
Statement on Form F-1 (Registration Statement No. 333-278697), as amended, initially filed with the Commission under the Securities Act
on April 15, 2024 and declared effective by the Commission on May 7, 2024 (collectively with the “Registration Statement”).
The Pre-Funded Warrants will be offered in lieu of Common Shares to
certain Purchasers whose purchase of Common Shares in the Offering would otherwise result in the Purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% (or, at the election of the Purchaser 9.99%) of the outstanding Common
Shares following the completion of the Offering. The purchase price of each Pre-Funded Warrant will be the price per Common Share to be
sold in the Offering minus $0.01, being the exercise price per Common Share of each Pre-Funded Warrant. The Pre-Funded Warrants will be
immediately exercisable for one Common Share (each, a “Warrant Share”) and may be exercised at any time until all of
the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant sold in the Offering, the number of Common Shares offered will
be decreased on a one-for-one basis.
In connection with this opinion, we have reviewed and relied upon the
Registration Statement, the form of certificate relating to then Pre-Funded Warrants (the “Warrant Certificate”), the
Company’s Notice of Articles as amended, the Company’s Articles and any amendments thereto, records of the Company’s
corporate proceedings in connection with the Offering, and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed: (i) the authenticity of all
records, documents, and instruments submitted to us as originals; (ii) the genuineness of all signatures on all agreements, instruments
and other documents submitted to us; (iii) the legal capacity and authority of all persons or entities (other than the Company) executing
all agreements, instruments or other documents submitted to us; (iv) the authenticity and the conformity to the originals of all records,
documents, and instruments submitted to us as copies; (v) that the statements contained in the certificates and comparable documents of
public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are
true and correct; and (vi) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties
thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company). We
have also obtained from officers of the Company certificates as to certain factual matters and, insofar as this opinion is based on matters
of fact, we have relied on such certificates without independent investigation.
888.476.5291
www.corpcounsel.ca
CC Corporate Counsel
Professional Corporation
20 Great Gulf Dr., Suite 14, Vaughan, Ontario, L4K 0K7
Our opinion is limited to law of the Province
of British Columbia, including all applicable provisions of the British Columbia Business Corporations Act. We have not considered,
and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable
to the Company. In particular, we express no opinion as to United States federal securities laws.
Based upon the foregoing and in reliance thereon,
and subject to the qualifications and limitations set forth herein, we are of the opinion that: (i) the Common Shares have been duly authorized,
validly issued, fully paid, and non-assessable; and (ii) when the Warrant Shares are issued and sold in the manner and under the terms
described in the Warrant Certificate, such Warrant Shares will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the
Commission.
This opinion is furnished in accordance with the
requirements of Regulation S-K, Item 601(b)(5), and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
This opinion is rendered solely in connection with the registration of the Common Shares and Warrant Shares under the Registration Statement.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our
attention and that may alter, affect or modify the opinion expressed herein after the date hereof.
Yours very truly,
/signed/ CC Corporate Counsel Professional
Corporation
Page 2 of 2
Exhibit 5.2
May 8, 2024
Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s Cross
Surrey, British Columbia V3W 1N6, Canada
Re: Siyata Mobile Inc. - Registration Statement on Form F-1 -MEF
Ladies and Gentlemen:
We have acted as U.S. counsel
to Siyata Mobile Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”),
in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration
Statement on Form F-1 (the “462(b) Registration Statement”) for the purpose of registering under the Securities Act
of 1933, as amended (the “Securities Act”) the sale of the following additional securities (the “Offering”):
520,000 common shares, no par value, of the Company (“Common Shares”) and/or pre-funded warrants to purchase Common
Shares (the “Pre-Funded Warrants”) pursuant to a securities purchase agreement (the “Securities Purchase
Agreement”) to be entered into by and between the Company and each of the purchasers thereof (the “Purchasers”).
The 462(b) Registration Statement
relates to the Company’s Registration Statement on Form F-1 (Registration Statement No. 333-278697), as amended, initially filed
with the Commission under the Securities Act on April 15, 2024 and declared effective by the Commission on May 7, 2024 (the “Registration
Statement”).
In our capacity as U.S. counsel
to the Company, we have reviewed the 462(b) Registration Statement, the Registration Statement and the forms of the Securities Purchase
Agreement and the Pre-Funded Warrants filed as exhibits to the Registration Statement and the original or certified copies of such records
of the Company and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others,
and such other documents as we deem relevant and necessary as a basis for the opinion hereinafter expressed. In such examination we have
assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us
as conformed or photostat copies. As to various questions of fact material to such opinion, we have relied upon statements or certificates
of officials and representatives of the Company and others.
We have assumed further that
the Company is a company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized
and has all requisite power, authority and legal right to enter into the Securities Purchase Agreement and to issue the Pre-Funded Warrants.
We have assumed further that the Securities Purchase Agreement and the Pre-Funded Warrants will be duly authorized, executed and delivered
by the Company and the Purchasers, as applicable, and that the Securities Purchase Agreement will constitute the valid and binding obligation
of the Purchasers, enforceable against the Purchasers in accordance with its terms.
| 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 |
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW |
We have also assumed that
the total number of Common Shares issuable upon exercise of the Pre-Funded Warrants will not exceed the total number of Common Shares
that the Company is then authorized to issue under its governing documents.
We have relied as to certain
matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.
Based upon the foregoing,
it is our opinion that, when the 462(b) Registration Statement has become effective under the Securities Act, when the Pre-Funded Warrants
have been duly executed and delivered in accordance with their terms and have been duly issued and sold as contemplated in the 462(b)
Registration Statement and the Registration Statement, the Pre-Funded Warrants will be the valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, conservatorship and other laws of general applicability relating to or affecting creditors’ rights and to general principles
of equity.
We express no opinion as to:
(i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits
bestowed by operation of law; (ii) releases or waivers of unmatured claims or rights; (iii) indemnification, contribution, exculpation,
or arbitration provisions, or provisions for the non-survival of representations, to the extent they purport to indemnify any party against,
or release or limit any party’s liability for, its own breach or failure to comply with statutory obligations, or to the extent
such provisions are contrary to public policy; or (iv) provisions for liquidated damages and penalties, penalty interest and interest
on interest.
Our opinion herein reflects
only the application of applicable laws of the State of New York, and we have not considered, and we express no opinion as to the laws
of any other jurisdiction. This opinion is limited to the laws of the State of New York as in effect on the date hereof.
We consent to the filing
of this opinion as Exhibit 5.2 to the 462(b) Registration Statement. We also consent to the reference to our firm in the 462(b) Registration
Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is limited
to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion
letter is not a guaranty, nor may one be inferred or implied.
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Very truly yours, |
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|
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/s/
Sichenzia Ross Ference Carmel LLP |
| |
Sichenzia Ross Ference Carmel LLP |
| 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 |
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form F-1 of our report dated April 3th, 2024, relating to the consolidated financial
statements of Siyata Mobile Inc., which is part of this Registration Statement.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ Barzily and Co.
Barzily and Co.
Certified Public Accountants (Isr)
Jerusalem, Israel
May 8th, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form F-1
Siyata Mobile Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| | |
Security
Type | |
Security Class
Title(1) | |
Fee
Calculation
Rule | | |
Amount
Registered | | |
Proposed
Maximum
Offering Price
Per Share
and/or
Pre-funded
Warrant
| | |
Maximum
Aggregate
Offering(2) | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Fees to Be Paid | |
Equity | |
Common Share,
no par value per share (3)
| |
457(o) | | |
| — | | |
| — | | |
$ | 1,601,600 | | |
| 0.0001476 | | |
$ | 236.40 | (4) |
Fees
to Be Paid | |
Equity | |
Pre-funded Warrants
| |
457(g) | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Fees
to Be Paid | |
Equity | |
Common Share, no par value per share, underlying the Pre-funded Warrants | |
457(o) | | |
| —
| | |
| —
| | |
| —
| | |
| —
| | |
| —
| |
| | |
| |
Total Offering Amounts | |
| | |
| | | |
| | | |
$ | 1,601,600 | | |
| 0.0001476 | | |
$ | 236.40 | |
| | |
| |
Total Fees Previously Paid | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| |
Total Fee Offsets | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| |
Net Fee Due | |
| | |
| | | |
| | | |
| | | |
| | | |
$ | 236.40 | |
| (1) | Pursuant to Rule 416 under the
Securities Act of 1933, as amended, or the Securities Act, the common shares, no par value per share, registered hereby also include
an indeterminate number of additional common shares as may from time to time become issuable by reason of stock splits, stock dividends,
recapitalizations or other similar transactions. |
| (2) | Estimated solely for purposes
of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (3) | Common Shares issuable registered hereby have been registered
under a separate registration statement on Form F-1 (Registration No. 333-278697) (the “Prior Registration Statement”), which
was declared effective on May 7, 2024. The proposed maximum aggregate offering price of the Common Shares proposed to be sold in the
offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants offered and sold
in the offering (plus the aggregate exercise price of the Common Shares issuable upon exercise of the Pre-funded Warrants), and as such
the proposed aggregate maximum offering price of the Common Shares and Pre-Funded Warrants (including Common Shares issuable upon exercise
of the Pre-funded Warrants), if any, is $1,601,600.00. |
| (4) | No additional registration fee
is payable pursuant to Rule 457(g) under the Securities Act. |
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