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: June 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
On June 27, 2023, Siyata
Mobile Inc., a global vendor of Push-to-Talk over Cellular devices and cellular signal booster systems (the “Company” or “we”),
announced that it had entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 26, 2023 with
a certain institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser
and to certain additional institutional investors an aggregate of 50,000,000 of the Company’s common shares, no par value per share
(the “Common Shares”), at a purchase price of $0.045 per Common Share (the “Offering”). The closing of the Offering
occurred on June 28, 2023. The Offering resulted in gross proceeds to the Company of $2,250,000 before deducting the fees payable to Maxim
Group LLC, as sole placement agent for the Offering (the “Placement Agent”), and certain related Offering expenses.
The Purchase Agreement
contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights
and obligations of the parties.
In addition, pursuant
to the Purchase Agreement, the Company has agreed that for 90 days after the closing date of the Offering, neither the Company nor any
subsidiary of the Company shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares
or Common Share Equivalents (as defined in the Purchase Agreement) except as may be permitted by the Placement Agent.
Further, in connection
with the Offering, each of the officers and directors of the Company entered into lock-up agreements, pursuant to which they agreed not
to sell or transfer any of the Common Shares that they hold, subject to certain exceptions, during the 90-day period following the closing
of the Offering.
Maxim Group LLC acted
as the sole placement agent on a “reasonable best efforts” basis in connection with the Offering pursuant to a Placement Agency
Agreement dated as of June 26, 2023 by and between the Company and the Placement Agent. The Placement Agency Agreement contains customary
conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification
obligations of the Company and ongoing covenants for the Company.
The Common Shares were offered pursuant to a registration
statement on Form F-1 (SEC File No. 333-272512), filed with the Securities and Exchange Commission (the “Commission”) on June
8, 2023, as amended (the “Registration Statement”), which was declared effective on June 26, 2023. The Offering was made by
means of a prospectus that forms a part of the Registration Statement. A final prospectus relating to the Offering was filed by the Company
with the Commission on June 28, 2023. Copies of the final prospectus relating to the Offering can be obtained at the Commission’s
website at www.sec.gov.
As compensation for its
services as exclusive placement agent for the Offering, the Placement Agent was paid a cash fee of 7.0% of the aggregate gross proceeds
raised in the Offering and received reimbursement of $90,000 for its reasonable and documented fees and expenses of its legal counsel
and other actual out-of-pocket expenses incurred in connection with the Offering.
The foregoing summaries
of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such documents which are attached as Exhibits 99.1, and 99.2, respectively, to this Report of Foreign Private Issuer
on Form 6-K (the “Report”). and which are incorporated herein by reference.
Neither this Report nor
the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any
sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Regulation FD Disclosure.
On June 27, 2023, the Company issued a press release
announcing the pricing of the Offering. A copy of that press release is attached as Exhibit 99.3 to this Report and is incorporated
by reference herein.
The information and documents furnished in this
section of 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 on May 15, 2023, and in any subsequent
filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
EXHIBIT
INDEX
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: June 28, 2023 |
SIYATA MOBILE INC. |
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By: |
/s/ Marc Seelenfreund |
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Name: |
Marc Seelenfreund |
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Title: |
Chief Executive Officer |
3
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