UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31
,
2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.:
001-39557
(Exact name of registrant as specified in its charter)
Translation of registrant’s name into English:
Not applicable
(Jurisdiction of incorporation or organization)
514-500-1181
(Address of principal executive offices)
(
514
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500-1181
514
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500-1181
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered |
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common share |
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par value per common share |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.
Yes
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x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x
No
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Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
x
No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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x
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Emerging growth company
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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 complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP
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x
Other
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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Item 17
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Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company.
Yes
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x
CERTAIN DEFINED TERMS
Unless otherwise indicated, all references to “Siyata,” the “Company,” “we,” “our,” “us” or similar terms refer to Siyata Mobile Inc. and its subsidiaries.
Our audited consolidated financial statements for the year ended December 31, 2021, included elsewhere in this annual report on Form 20-F, or the Annual Report, are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
On September 24, 2020, we effected a reverse share split of our issued and outstanding common shares on the basis of one (1) common share for one hundred and forty-five (145) common shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split.
References to “U.S. dollars” and “US$” are to currency of the United States of America, references to “CAD$” are to the currency of Canada, also known as the Canadian dollar and references to “NIS” are to the New Israeli Shekel, the currency of Israel. All financial information presented in this Annual Report is in U.S. dollars unless otherwise expressly stated.
Certain monetary amounts, percentages, and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In addition, the section of this annual report on Form 20-F entitled “Item 4. Information on the Company” contains information obtained from independent industry sources and other sources that we have not independently verified.
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:
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the size and growth potential of the markets for our products, and our ability to serve those markets;
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the rate and degree of market acceptance of our products;
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our ability to expand our sales organization to address effectively existing and new markets that we intend to target;
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impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries;
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our ability to compete effectively in a competitive industry;
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our ability to obtain funding for our operations and effectively utilize the capital raised therefrom;
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our ability to attract collaborators and strategic partnerships;
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our ability to meet the continued listing requirements and standards of the Nasdaq Capital Market, or Nasdaq;
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our ability to meet our financial operating objectives;
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the availability of, and our ability to attract, qualified employees for our business operations;
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general business and economic conditions;
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our ability to meet our financial obligations as they become due;
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positive cash flows and financial viability of our operations and any new business opportunities;
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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;
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our ability to be successful in new markets;
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our ability to avoid infringement of intellectual property rights; and
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the effects of the global COVID-19 pandemic.
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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.
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Not applicable.
Not applicable.
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[Reserved]
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Capitalization and Indebtedness
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Not applicable.
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Reasons for the Offer and Use of Proceeds
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Not applicable.
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Risk Factors
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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
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We have a history of operating losses and we may never achieve or maintain profitability.
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Our auditor has included a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2021, 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.
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In 2021, our independent registered public accountants identified five material weaknesses in our internal controls over financial reporting. 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 2020, our independent registered public accountants identified six material weaknesses in our internal controls over financial reporting, which have only been partially remediated.
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Risks Related to Our Business and Industry
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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If we are unable to sell our solutions into new markets, our revenues may not grow.
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If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted.
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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.
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We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.
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We have a limited history of high-volume commercial production of our devices, and we may face manufacturing capacity constraints.
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We face risks related to novel Coronavirus (COVID-19) which could significantly disrupt our research and development, operations, sales, supply chain and financial results.
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Risks Related to our Reliance on Third Parties
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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.
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Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales.
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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.
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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.
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The application development ecosystem supporting our devices and related accessories is new and evolving.
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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.
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Our products are subject to risks associated with sourcing and manufacturing.
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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.
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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.
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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.
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Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition.
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We are exposed to risks associated with strategic acquisitions and investments.
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We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.
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Risks Related to Government Regulation
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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.
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We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations.
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Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business.
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We are subject to a wide range of privacy and data security laws, regulations and other legal obligations.
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The effects of the Tax Cuts and Jobs Act on our business have not yet been fully analyzed and could harm our results of operations.
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Risks Related to Our Intellectual Property
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If we are unable to successfully protect our intellectual property, our competitive position may be harmed.
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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.
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Our use of open source software could subject us to possible litigation or otherwise impair the development of our products.
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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.
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Risks Related to our Locations in Israel and Canada and Our International Operations
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Conditions in Israel could materially and adversely affect our business.
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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.
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We have operations in China, which exposes us to risks inherent in doing business there.
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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.
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Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.
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Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.
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Risks Related to Ownership of Our Securities
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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.
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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 public offering price you paid for your shares.
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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.
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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.
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If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
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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.
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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.
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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
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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.
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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 December 31, 2021, we had an accumulated deficit of $62,519,412. 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, 2021, 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, 2021, 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 both 2020 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, 2021 and 2020, 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.
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:
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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.
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The Company now reviews quantities on hand before approving purchase orders.
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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.
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The Company now reviews product returns to compare and ensure that they occur in the same fiscal year.
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The Company’s controller scrutinizes all revenues earned in the period to ensure compliance with IFRS15.
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The Company’s controller and CFO in Canada coordinates full scheduling of the year end process to ensure timely close off of accounting periods.
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In 2020, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to the lack of formal review of the customers return rights for products prior to revenue recognition. The second material weakness related to the review of receivables for the purpose of recording expected credit losses. The third material weakness related to the review of inventory and spare parts for obsolete or slow-moving products. The fourth material weakness related to the lack of formal review regarding appropriateness of classification of share issuance costs versus transaction expenses through profit and loss. The fifth material weakness related to the classification of amounts held in trust separate from cash and equivalents. The final material weakness related to the need to set a formal policy to enter all post-closing adjustments within a set time period after year end, before providing records to the auditors.
For the material weaknesses identified in our 2020 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:
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The Company now requires a formal signed distribution agreement with major customers which define the terms, including payment terms, return policy, repair policy and warranty policy.
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The Company is reviewing the credit risk of each customer and a part of the sales function has the formalized distribution agreements in place.
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On a quarterly basis, management is reviewing inventory on hand for slow moving merchandise and reviews inventory on hand regularly.
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The Company has engaged outside consultants to review purchase price adjustment valuation, impairment valuations and complex transactions to ensure compliance with IFRS standards.
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The Company has improved its internal financial reporting communication process. The Company has streamlined the communications between the Company’s Israel and Canadian-based financial reporting groups. Furthermore, the Company’s Audit Committee adopted a policy requiring the Company’s Canadian CFO to meet with the Company’s Israel-based reporting group at least twice a year to ensure that the Israel reporting group’s policies and procedures are consistent with those in Canada and that all the inventory is properly tracked and procedures for intercompany transactions must follow our existing formal standard procedures. We believe that these measures should ensure that for the 2022 fiscal year, our financial controls will be remediated.
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The Audit Committee will ensure that at the quarterly financial meetings, there will be an agenda item to discuss policies and procedures in place in ensure internal control compliance with respect to intercompany transactions and returns so that all documentation is clear, consistent and that they are recorded in a timely manner and the pricing policy is consistent.
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To date, we have only partially remediated the material weaknesses identified in 2021 and 2020 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:
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documenting and formally assessing our accounting and financial reporting policies and procedures; and
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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.
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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.
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 54% of our revenues for the year ended December 31, 2021, 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:
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AT&T, in the United States;
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FirstNet, in the United States;
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Verizon, in the United States;
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Rogers, in Canada;
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a leading global LMR vendor and distributor in North America and international markets;
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Partner Communications, in Israel; and
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Cellcom, in Israel.
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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.
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 Land Mobile Radio, or 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,
a leading LMR vendor, or MSI
, 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.
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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.
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:
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accelerate the adoption of our solutions by new end customers;
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expand into new vertical markets;
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develop and deliver new products and services;
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increase awareness of the benefits that our solutions offer; and
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expand our domestic and international footprint.
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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.
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:
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evolving industry standards;
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frequent new product and service introductions;
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increasing demand for customized product and software solutions;
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rapid competitive developments;
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changing customer demands; and
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evolving distribution channels.
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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.
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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.
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.
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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.
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.
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We have a limited history of high-volume commercial production of our devices, and we may face manufacturing capacity constraints.
We have limited history and experience in 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 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.
We face risks related to novel Coronavirus (COVID-19) which could significantly disrupt our research and development, operations, sales, supply chain and financial results.
Our business will be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments will cause disruption to our operations, research and development, and sales activities. Our third-party manufacturers, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our third-party manufacturers and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations and customer relationships. In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.
Our business has not been experienced any material impact from supply chain disruptions brought about by the COVID-19 pandemic, however there is no certainty that this will continue into the future. Management is carefully monitoring the situation and is working with its partners, suppliers and manufacturers to ensure minimal impact on its business.
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.
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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.
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 year ended December 31, 2021, we derived 46% of our revenue 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.
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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.
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.
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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:
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increased shipping costs;
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the imposition of additional import or trade restrictions;
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legal or economic restrictions on overseas suppliers’ ability to produce and deliver products;
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increased custom duties and tariffs;
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unforeseen delays in customs clearance of goods;
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more restrictive quotas;
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loss of a most favored nation trading status;
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currency exchange rates;
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transportation delays;
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port of entry issues; and
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foreign government regulations, political instability and economic uncertainties in the countries from which we or our suppliers source our products.
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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 coronavirus 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.
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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, the recent U.S. government partial shutdown, and 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, 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.
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.
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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:
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problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations;
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unanticipated costs, taxes, litigation and other contingent liabilities;
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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;
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adverse impacts on existing business relationships with suppliers and customers;
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cannibalization of revenues as customers may seek multi-product discounts;
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risks associated with entering into markets in which we have no, or limited, prior experience;
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incurrence of significant restructuring charges if acquired products or technologies are unsuccessful;
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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;
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inability to retain key customers, distributors, suppliers, vendors and other business relations of the acquired business; and
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potential loss of our key employees or the key employees of an acquired organization or as a result of discontinued businesses.
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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.
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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.
Generally accepted accounting principles 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.
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.
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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 US 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.
To date, five nations have 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.
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. § 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, or OFAC. 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.
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.
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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.
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.
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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.
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.
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The effects of the Tax Cuts and Jobs Act on our business have not yet been fully analyzed and could harm our results of operations.
On December 22, 2017, U.S. President Donald Trump signed into law the Tax Act that significantly reforms the Code. The Tax Act, among other things, includes changes to U.S. federal corporate income tax rate, imposes significant additional limitations on the deductibility of interest, allows for the accelerated expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We continue to analyze the impact that the Tax Act may have on our business. Notwithstanding the reduction in the U.S federal corporate income tax rate, the overall impact of the Tax Act is uncertain, and our business and financial condition could be harmed.
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 have been approached by Wilson Electronics about potential infringement of several of their patents involving cellphone boosters. 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.
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.
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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
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. 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.
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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.
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: (1) 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 (2) 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.
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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.
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:
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effectively managing and overseeing operations that are distant and remote from corporate headquarters may be difficult and may impose increased operating costs;
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fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and impact collection of receivables outside of the United States;
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volatility in foreign credit markets may affect the financial well-being of our customers and suppliers;
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violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act could result in large fines and penalties;
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violations of privacy and data security laws could result in large fines and penalties; and
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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:
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foreign governments may impose burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions;
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restrictions on the export or import of technology may reduce or eliminate the ability to sell in or purchase from certain markets;
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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;
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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;
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staffing may be difficult along with higher turnover at international operations;
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a government-controlled exchange rate and limitations on the convertibility of currencies, including the Chinese yuan;
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transportation delays and customs related delays that may affect production and distribution of our products; and
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integration and enforcement of laws vary significantly among jurisdictions and may change significantly over time.
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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:
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market conditions in the broader stock market in general, or in our industry in particular;
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actual or anticipated fluctuations in our quarterly financial and operating results;
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introduction of new products and services by us or our competitors;
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sales, or anticipated sales, of large blocks of our stock;
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issuance of new or changed securities analysts’ reports or recommendations;
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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;
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additions or departures of key personnel;
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regulatory or political developments;
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changes in accounting principles or methodologies;
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acquisitions by us or by our competitors;
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litigation and governmental investigations; and
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economic, political and geopolitical conditions or events.
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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 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.
As of December 31, 2021, we had 5,276,695 Common Shares issued and outstanding. In addition, up to an additional 2,862,857 Common Shares underlying the Lind Partner Note and the Lind Partner Warrant are unrestricted and freely tradeable. 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 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.
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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.
Holders of the Warrants and the Pre-Funded Warrants will have no rights as a Common Shareholder until they acquire our Common Shares.
Until holders of the Warrants acquire Common Shares upon exercise of those Warrants, the holders will have no rights with respect to the Common Shares issuable upon exercise of those Warrants. Upon exercise of those Warrants, the holder will be entitled to exercise the rights of a Common Shareholder as to the security exercised only as to matters for which the record date occurs after the exercise.
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 December 31, 2021, our executive officers and directors, together with entities affiliated with such individuals, along with our largest shareholder, will beneficially own approximately 19.1% of our Common Shares.
As of December 31, 2021, the Company had 5,276,695 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.
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 Exchange Act. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) 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.
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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.
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.
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.
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The Nasdaq Listing Qualifications Department may formally notice the Company of a compliance deficiency with the minimum stockholders’ equity requirement.
As of December 31, 2021, we had not maintained a minimum stockholders equity of $2,500,000 and therefore was not in compliance with the listing requirement under Nasdaq marketplace Rule 5550(b)(1-3). As previously disclosed, the Company’s latest Form 6-K with year-end financial statements reported our
stockholders’ equity
below
$2,500,000.
On January 11, 2022, the Company closed its underwritten public offering of 8,695,652 Common Shares (or pre-funded warrants to purchase Common Shares in lieu thereof) and accompanying Warrants to purchase up to 8,695,652 Common Shares resulting in gross proceeds of approximately $20,000,000 and net proceeds of $18,358,028 which had the effect of bolstering the Company’s stockholders equity to approximately $21,000,000 (unaudited).
However, because the annual financial statements did not reflect this increase, a deficiency notice from the Nasdaq may potentially be triggered.
As of the date of this Form 20-F, the Company believes that it has regained compliance with the stockholders’ equity requirement based upon the financing conducted in January 2022.
Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, we may be subject to delisting.
If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:
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a limited availability for market quotations for our securities;
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reduced liquidity with respect to our securities;
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a determination that our Common Share is a “penny stock,” which will require brokers trading in our Common Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Share;
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limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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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 accounting principles generally accepted in the U.S.
In connection with the audit of our consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, our independent registered public accountants identified six, six and two material weaknesses, respectively, in our internal control over financial reporting.
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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 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 the SEC, 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.
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, 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.
The effects of the Tax Cuts and Jobs Act of 2017 on the business have not yet been fully analyzed and could harm results of operations.
On December 22, 2017, former U.S. President Donald Trump signed into law the Tax Cuts and Jobs Act of 2017, or the U.S. Tax Act, which significantly reformed the Internal Revenue Code of 1986. The U.S. Tax Act, among other things, included changes to U.S. federal corporate income tax rate, imposed significant additional limitations on the deductibility of interest, allowed for the accelerated expensing of capital expenditures, and put into effect the migration from a “worldwide” system of taxation to a territorial system. The Corporation will continue to analyze the impact that the U.S. Tax Act may have on the Corporation’s business. Notwithstanding the reduction in the U.S federal corporate income tax rate, the overall impact of the U.S. Tax Act is uncertain, and the Corporation’s business and financial condition could be harmed.
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History and Development of the Company
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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.
We were registered with 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.
On January 2, 2021, we announced it closed a previously announced private placement led by Phoenix Fund of 129,450 units of the Company at a price of $100 per unit for aggregate gross proceeds of $12,945,000 USD. Each Unit consisted of ten common shares of the Company and ten Common Share purchase warrants. Each warrant entitles the holder thereof to acquire an additional common share of the Company at a price of $11.50 for a period of 42 months from the date of issuance.
On February 9, 2021, we announced that Peter Goldstein was appointed to serve as the Chairman of the Board of Directors, or the Board, of the Company. The Company further announced that Luisa Ingargiola was appointed as a director and a member of the Audit Committee, which took effect following the Company’s annual shareholders meeting held on February 23, 2021. Ms. Ingargiola replaced Brian Budd on the Board due to Mr. Budd not being re-nominated to serve on the Board at the upcoming shareholder’s meeting. Ms. Ingargiola resigned from the Board on October 29, 2021.
In March 2021, we acquired, through a wholly owned subsidiary formed by Signifi, all of the outstanding units of Clear RF LLC, or Clear RF. In exchange for 100% of the units of Clear RF, we agreed to pay a total of $700,000, comprised of approximately $389,970 in our common shares and $310,030 in cash. At closing we issued 23,949 common shares valued at $194,985 as the share consideration as well as $155,015 in cash and are required to pay an additional $155,015 in cash and an additional $194,985 of our common shares, subject to adjustment on March 31, 2022.
On April 8, 2021, we were informed by the British Columbia Securities Commission that it had issued a cease trading order due to the Company’s failure to timely file its annual audited financial statements for the year ended December 31, 2020, its annual management’s discussion and analysis for the year ended December 31, 2020, its annual information form for the year ended December 31, 2020 and its certification of annual filings for the year ended December 31, 2020. The Order did not impact the trading of our Common Shares and Warrants, trading under the symbols SYTA and SYTAW, respectively, on the Nasdaq Capital Market. The Order was revoked as of July 8, 2021.
On May 18, 2021, we received a notice from the Nasdaq indicating that, as a result of not having timely filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2020, the Company is 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. We filed the Form 20-F on June 30, 2021 and believe that we regained compliance with the applicable Nasdaq rule.
On August 20, 2021, we were informed by the British Columbia Securities Commission that it had issued a cease trading order due to our failure to timely file its interim financial report for the period ended June 30, 2021, interim management’s discussion and analysis for the period ended June 30, 2021 and certification of interim filings for the period ended June 30, 2021. We filed our financial statements on October 14, 2021 and the cease trading order was revoked on October 15, 2021.
On October 27, 2021, we entered into a securities purchase agreement relating to the purchase and sale of a senior secured convertible note (the “Lind Note”) for gross proceeds of $6,000,000 with Lind Global Partners II, LP, an investment fund managed by The Lind Partners, a New York based institutional fund manager (together “Lind”) which closed on November 3, 2021. The purchase agreement provided for, among other things, the issuance of a $7,200,000 Note with a 24-month maturity, 0% annual interest rate, and a fixed conversion price of $10.00 per share of the Company’s Common Shares. The Company is required to make principal payments in 18 equal monthly installments commencing 180 days after funding. At the discretion of the Company, the repayments can be made in: (i) cash; (ii) Common Shares (after Common Shares are registered) (the “Repayment Shares”); or a combination of both. Repayment Shares will be priced at 90% of the average of the five lowest daily VWAPs during the 20 trading days before the issuance of the Common Shares (the “Repayment Price”). The Company has the right to buy-back the outstanding face value of the Note at any time with no penalty (“Buy-Back Right”). Should the Company exercise its Buy-Back Right, Lind will have the option to convert up to 25% of the face value of the Note at the lesser of the conversion price of the Notes or the Repayment Price. Additionally, the Note ranks senior to other Company debt, excluding certain debt facilities, and is secured over Company assets, as more fully detailed in the Purchase Agreement and Note. Further, the purchase agreement provided that Lind will also receive a common shares purchase warrant to purchase up to 2,142,857 shares of the Company’s Common Shares (“Lind Warrant”). The Lind Warrant may be exercisable with cash payment for 60 months with an exercise price of $4.00 per Common Share (as later adjusted) and may be exercised on a cashless basis in the event that a registration statement covering the underlying Common Shares is not deemed effective. Both the Lind Note and the Lind Warrant contain certain anti-dilution protection in certain circumstances. The Company’s registration statement covering the Common Shares underlying the Note and Warrant was declared effective on December 3, 2021.
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Effective on October 29, 2021, the Board appointed Lourdes Felix as a director of the Board to fill the vacancy created by the resignation of Ms. Ingargiola. Ms. Felix will serve as a director until the Company’s next annual general meeting of shareholders and until her successor shall have been elected and qualified, subject to her earlier death, resignation, retirement, disqualification or removal. Ms. Felix was also appointed to serve as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
On November 15, 2021, Siyata announced the closing of a previously announced funding agreement for gross proceeds of $6,000,000 by Lind Global Partners II, LP, an investment fund managed by The Lind Partners. The proceeds were used to repay and terminate certain existing convertible notes.
On January 11, 2022, the Company closed its underwritten public offering of 8,695,652 Common Shares (or pre-funded warrants to purchase Common Shares in lieu thereof) and accompanying Warrants to purchase up to 8,695,652 Common Shares resulting in gross proceeds of approximately $20,000,000 and net proceeds of $18,358,028.
Our auditor has included a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2021, 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 corporate office of the Company is located at 885 West Georgia Suite 2200, Vancouver, British Columbia V6C-3E8 and our warehouse and Canadian sales headquarters is located at 1001 Lenoir Street, Suite A-414, Montreal, QC H4C 2Z6. Our agent for U.S. federal securities law purposes is c/o Puglisi & Associates, 850 Library Ave., Suite 204, Newark, DE 19711.
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.siyatamobile.com/. 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 will also be available to the public through the SEC’s website at www.sec.gov.
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Business Overview
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We are a global developer of a vehicle mounted, cellular based communications platform over advanced 4G LTE mobile networks under the Uniden® Cellular and Siyata brands. Our commercial vehicle devices are specifically designed for professional vehicles such as trucks, vans, buses, emergency service vehicles, government cars and more. Our innovative platform is designed to facilitate replacement of the current in vehicle, multi-device status quo with a single device (the flagship Uniden® UV350 4G device) that incorporates voice, Push-to-Talk, or PTT, over Cellular, or PoC, data fleet management solutions and more. The UV350 also supports Band 14, a nationwide, high-quality cellular spectrum set aside by the US government for FirstNet compatibility which is the U.S.’s First Responders 4G LTE network with PoC capabilities that aims to replace aging two-way radio systems currently in use.
Our customer base includes cellular network operators and their dealers, as well as commercial vehicle technology distributors for fleets of all sizes in the United States, Canada, Europe, Australia and the Middle East.
The Problem
Businesses and organizations that rely on commercial vehicle fleets to carry out critical business functions and operations have historically used two-way LMR to communicate between drivers and headquarters. LMR communication devices have historically encountered several challenges, which include each of the below factors.
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Cost
. These LMR devices are typically expensive and generally consisting of older and outdated technology (which may also cause its users to incur additional costs).
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Range of Communication
. LMR devices are also limited in their range of communication, as local radio bandwidth is limited. As a result, most devices are restricted to communications in one metro area with limited connectivity with neighboring areas, agencies or companies, thereby hindering headquarters’ ability to communicate with their vehicles. For instance, on occasion, vehicles communicating through LMR will often encounter a communication “dead zone”, thus hindering these vehicles’ ability to communicate during times of emergencies.
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Limited Features
. LMR devices are usually single-purpose devices, allowing for communications through “push-to-talk,” or PTT, broadcasting with limited additional features. LMR devices are limited in their range of communication, as local radio bandwidth is limited. Most devices are restricted to communications in metro areas with limited connectivity with neighboring areas, agencies or companies, hindering headquarters’ ability to communicate with their vehicles. Occasionally, vehicles communicating through LMR will often encounter a communication “dead zone”, thus hindering these vehicles’ abilities to communicate during times of emergencies.
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UV350 In-Vehicle Solution
The Uniden® UV350, or the UV350, is the world’s first and only smartphone with 4G LTE capabilities specifically designed for in-vehicle usage, optimizing mobile communications for on the road commercial fleet vehicles. Unlike existing LMR technology, that operates over radio signals, the UV350 operates over standard 4G LTE cellular networks. The UV350 received the United States Federal Communications Commission’s approval as a cellular device, Industry Canada’s certification (IC), certification of PCS Type Certification Review Board, or PTCRB, Google mobile services certification, and Conformité Européenne, or CE, and Emark certification. In addition to these approvals and certifications, the UV350 and has been certified or approved for manufacturing or sale by several North American wireless carriers, or our “channel partners”, including AT&T Communications Services International Inc., or AT&T, BCE Inc. or Bell Mobility, Rogers Communications Inc., MSIand Verizon Communications Inc. We believe that the UV350’s reputation and approvals from industry leaders represent a barrier to entry for potential direct competitive devices for in-vehicle devices for fleet communication in North America.
AT&T, our largest channel partner, represented 14% of our revenues in 2020. AT&T did not enter into a master services agreement with us, but rather, enters into standard purchase order forms on a per order basis. We do not obligate AT&T to fulfill any required minimum purchase orders. Our typical purchase order contracts with AT&T involve standard warranties and indemnification, insurance requirement and delivery terms. Each separate purchase order agreement can be terminated by AT&T within ten (10) days’ notice upon notice of and failure to cure any breach by us of such agreement.
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The UV350 contains several unique features, including:
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Android Operating System Compatibility
. Android compatibility allows customers to download apps such as a PTT app and have it configured by the wireless carrier to ensure its workers can communicate one-to-one, or in a full group call. Because virtually any Android fleet application can be downloaded, this enables customers to eliminate redundant single-purpose hardware in their fleet vehicles.
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Noise Cancelation
. Superior loud and clear audio in noisy commercial vehicles. Our bundled kit includes a dedicated loud speaker and microphone for both phone calls and PTT calls.
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Economic
. Far lower price to customers compared to using multiple single purpose devices which can cost thousands of dollars to purchase, and which can be time consuming to install and maintain. With our UV350, the commercial vehicle only needs one sim card with a voice and data plan as opposed to using multiple devices with multiple sims and plans.
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Safety
. With its large display, a dedicated palm mic and one-touch buttons for key driver tasks, we believe the UV350 is safe for drivers, allowing them to keep their eyes on the road and hands on the wheel.
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Wi-Fi Hotspot
. Customers can connect up to five devices to the UV350 via Wi-Fi, giving the customers added connectivity options.
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Always Powered
. The UV350 is powered by the vehicle’s battery so it automatically powers on when the vehicle is started up, and it defaults to turn off automatically when the vehicle is turned off. This default setting can be changed for customers who need the device to stay on after the vehicle is shut off. The device is designed to operate properly in any extreme temperature situation.
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4G LTE
. The UV350 works on the multiple wireless carrier networks which provide the best nation-wide coverage options for customers and is compatible with high speed 4G LTE data networks.
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Accessories
. In addition to the UV350 standard bundle kit which includes everything that customers need to get started, we also offer optional PTT accessories such as a Wired Palm Mic which most PTT customers prefer. For customers whose fleet vehicles travel into areas with limited cellular reception, we offer an outdoor, roof mounted antenna as well as an optional in-line cellular booster to amplify the cellular signal so that fleet vehicles can maintain connection when they are further away from cellular tower sites.
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Our Rugged Handheld Solution
We have entered into supply agreements with several North American wireless carriers. We believe that we can offer additional complementary PTT devices to these wireless carriers. The rugged handheld market, smartphones designed specifically to withstand hardship and exposure, includes relatively few competitors, and wireless carriers appear poised to expand their offerings in this category.
We currently offer a rugged handheld clamshell device (UR7) outside of North America for customers who demand a cost-effective high performing PTT device. In 2020, we launched an additional rugged device (UR5) which is intended to complement our commercial vehicle devices for international markets and will support popular Push-to-Talk apps. In 2021, we also announced a new Mission Critical Push to Talk (MCPTT) handheld device (SD7) which we expect to launch in North America in the second half of 2021. Key vertical markets for rugged handheld devices are construction job sites, warehouses, factories, hotels, retail stores, schools, landscaping crews and special events. We believe that customers who would consider our rugged handheld devices are those looking to increase the worker’s productivity, and to reduce their total cost of ownership compared to other devices. We believe that our rugged handheld solutions offer the below advantages.
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Tough & Rugged
. Our rugged devices meet the industry standards for ruggedness and water resistance.
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Large PTT Button
. With a large dedicated PTT Button, we believe that access to our PTT feature is simplified, as opposed to having to hold down a virtual button on the screen.
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Loud and Clear
. Its powerful speakers ensure loud, clear audio sound quality.
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Large Battery
. Long lasting battery to keep working for several days, in most customer use cases. The battery can be easily and quickly replaced on short notice.
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SOS Button
. Workers can alert supervisors of emergency situations that occur on the job.
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Our Cellular Booster Solution
We offer a full line of cellular boosters, to boost cellular reception, under the brand name Uniden®. We have entered into a partnership whereby Uniden America Corporation, the North American subsidiary of Japan-based Uniden Corporation, has granted the exclusive license to us to market cellular signal boosters under the Uniden® brand name within the U.S. and Canada, on a rolling three year contract term, with the current extension expiring December 31, 2021, unless sooner terminated pursuant to the terms of this Agreement. As a world-wide leader in wireless communications, Uniden America Corporation manufactures and markets wireless consumer electronic products. Based in Fort Worth, Texas, Uniden sells its products through dealers and distributors throughout North, Central and South America. Uniden 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.
The Uniden® U60C 4G Cellular Booster and Uniden® U65C 4G Cellular Booster are user friendly devices that simply require plugging it into a power source and turning it on. The device will automatically adjust to provide the user with a boosted cellular signal in their trouble zone. These devices range in price starting from a retail price of approximately $350. The Uniden® U60P Cellular Booster, Uniden® U65P Cellular Booster, and Uniden® U70P Cellular Booster and available in 3G and 4G versions. These devices are just as easy to install as the consumer boosters but include additional features, such as manual gain control override, LCD status display and input signal display.
The Uniden® Link 4G Cradle Style Cellular Booster is used for single use case, Uniden® UM50 4G Cellular Booster works great in cars, vans, first responders, and any situation on the go where you need to expand your coverage zone. The Uniden® UM2M 4G Cellular Booster is our direct connect unit that works in vehicles connected to your in-vehicle phone or your cellular modem. These devices range in price starting from a retail price of $197 and up.
The Uniden® UM2M 4G Cellular Booster is our newest product in our line up and one of the most promising. We are very excited to launch this item as it is not only great for machine-to-machine application such as in vending and ATM machines, but this booster perfectly complements the company’s Uniden® UV350 In Vehicle Smartphone. This booster connects directly to the Uniden® UV350 In Vehicle Smartphone giving the device a much-expanded coverage zone. This is a complete solution that many customers need. The combination of Uniden® UV350 and Uniden® M2M 4G Cellular Booster gives our customer the ultimate enterprise class solution to enjoy crystal clear phone calls and lightning-fast data speeds.
Industry
Communication, productivity and safety among task workers are the central requirements in business-critical and mission-critical environments. Organizations with remote and disparate workers—from police and firefighters to construction, oil rigs and manufacturing workers—require extremely durable communication solutions that provide reliable and secure voice, data and workflow applications.
The types of vehicles that we provide communication solutions to include school buses, utilities, oil and gas, waste management, snowplows, transportation, construction vehicles, and first responder vehicles. In North America there are, according to the United States Department of Transportation, over 20 million of such vehicles, representing a significant potential customer base for us. Each of these types of vehicles demands superior in-vehicle communications solutions.
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A cost-effective solution is essential for both government fleets, such as first responder police vehicles, and commercial enterprises, including construction companies. These industries are concerned with managing and controlling their capital expenditures and operating expenses and they adopt such mindset with their selection of communication devices for their staff and fleets.
These industries are also required to adhere to the current safety and operational requirements, while maintaining the flexibility to adjust to meet future relevant requirements. For example, currently, the fleet managers may only require PTT communications with the drivers, and the ability to track the location of their vehicles. However, latest industry trends require that drivers possess a driver emergency safety app or a workforce automation solution. A communications solution based on the UV350 contains built-in flexibility to adapt with customer demand. The UV350 is a highly connected Internet of Things (IoT) platform which supports downloadable Android apps for future functionality.
There is a demand within our targeted vertical markets to be connected with the First Responder Network Authority (FirstNet). FirstNet is a nationwide high-speed broadband wireless network providing a single interoperable platform for law enforcement, firefighters, paramedics and other public safety officials in every state, county, locality and tribal area. AT&T has developed a 4G network for organizations or agencies in times of emergencies to communicate and coordinate response efforts. AT&T’s FirstNet network is reserved for “primary” first responder users such as police, fire, and ambulance, and it includes “extended primary” users such as utilities, snowplows, and yellow school buses, who are occasionally summoned for emergencies. The United States Government is increasingly encouraging first-responder organizations and agencies to transition to a FirstNet-based communications network to facilitate communications and coordination during emergencies.
According to the Smithsonian Institute, there approximately 500,000 yellow school buses in the United States. School buses primarily communicate through the existing legacy technology of two-way LMR radios. Many county school districts own both their own fleet of buses and their own radio towers with two-way radio service coverage that is restricted to within in their county. However, occasionally, when school buses transport students outside their county for field trips and sports events, the drivers are unable to communicate with their dispatchers. The UV350 device addresses this problem since it uses the nationwide cellular networks. Moving from a solely PTT to a cellular-based system also precludes the necessity for counties and school districts to maintain older radio towers.
Our Strategy
Our primary focus is to increase sales of our UV350 In-Vehicle device in North America. With approximately 20 million potential commercial vehicles to pursue in North America, per the United States Department of Transportation, we believe there is large growth potential in this market. Our strategy is to continue to partner with North American wireless carriers in order to interface with new potential customers and expand our customer base. Our sales are B2B and we will sell the hardware to the wireless carrier (or their distributors), who will in turn sell the hardware to the fleet vehicle customer.
We have already established distribution relationships with several North American carriers and is also generating revenue from selected countries outside of North America. We will continue to be strategic in selecting geographic markets with strong demand for our existing solutions. We will identify key distributors in those new markets who can assist us with establishing a market presence.
We are also willing to consider strategic moves such as acquiring a complementary company if the right opportunity presents itself.
Our Pricing
For wireless carriers, they are free to price the device how they choose. In most cases for significant sales opportunities the carriers are willing to subsidize the cost of the device in order to secure the new activations with the associated monthly Average Revenue Per User, or ARPU.
Even our unsubsidized full price is competitive compared to other hardware solutions, but when our device is subsidized, the capital and operational expense benefits to customers compared to other solutions are even greater.
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Target Markets
Yellow School Buses
There are currently approximately 500,000 active yellow school buses in North America, per the Smithsonian Institute. The majority of these use a two-way LMR radio for voice communications between their dispatchers and the bus drivers. A small percentage of yellow school buses also use a tracking system so that the fleet manager at the local school district headquarters can identify where the buses are at any time. Challenges for school districts include controlling costs, maintaining legacy two-way radio devices and networks, and also the lack of communication with their drivers when buses are beyond the county borders for field trips and sports events. The U.S. Government is also encouraging school districts to incorporate technology that is compatible with FirstNet. We believe that UV350 In-Vehicle device with a Push-to-Talk over Cellular app, a Mobile Device Management (MDM) app, and an emergency response app such as CrisisGo, combined with our Wired Palm Mic, Roof Mounted Antenna and In-line Cellular Booster provides a solution to these school districts. This will result in lower capex and opex, as well as increased driver safety, increased functionality, and much improved cellular coverage. If the School District selects FirstNet as its wireless carrier partner, then drivers can be assured of communicating with their dispatchers and with neighboring agencies in times of emergencies. This availability of the new FirstNet network is causing many school districts to reconsider their communications solutions, which should benefit us.
Utility ‘Bucket Trucks’
Utility businesses in North America operate hundreds of thousands of vehicles, including bucket trucks used by workers to fix or install hydro-lines on utility poles. These trucks require the ability for their dispatchers to communicate with the workers in the truck. These trucks currently primarily incorporate a mix of two-way LMR radio and Push-to-Talk over Cellular (PoC) to communicate. Many bucket trucks also utilize a second weatherproof speaker mounted in the back of the truck in order for dispatchers to communicate with elevated workers operating on hydro lines. Communicating with and relaying important information to workers operating on hydro lines can be challenging. We have developed a custom solution for dispatchers to communicate with the truck, and also an extra amplifier which can power the Utility’s pre-installed second speaker, connected by a simple toggle switch.
First Responder Vehicles
According to the Smithsonian Institute, there are approximately 3 million active First Responder vehicles in the U.S. Most police vehicles contain “P25” two-way radio devices for PTT voice communication. P25 devices are expensive, with each device costing thousands of USD, along with a ruggedized laptop computer for database lookups which can cost over $2,000. The opportunity for us in the near term is to augment, rather than to replace the P25 in vehicle two-way radio. Police agencies are traditionally less willing to abandon their legacy two-way radio technology. With the launch and growth of FirstNet, police agencies are beginning to adopt FirstNet compatible PTT over cellular devices to enable neighboring agencies to communicate during emergencies. While it is possible to enable P25 two-way radios to talk with PTT over cellular devices, the UV350 is a dedicated PTT over cellular solution which delivers strong audio quality and dependability for first responders. We recognize opportunities with police agencies in smaller rural communities where two-way radio coverage is more challenging. With our roof mounted antenna and in-line cellular booster, the UV350 device can be the solution that allows rural police vehicles to communicate efficiently.
Construction Vehicles
Construction companies present a strong customer base for our suite of products. Companies operating trucks that deliver gravel or remove soil from construction sites traditionally have used commercial grade two-way LMR radios for voice communication. These vehicles occasionally also integrate technologies such as Automatic Vehicle Location devices so that headquarters can monitor the locations of their trucks. For metro-wide two-way radio coverage, these construction companies are typically paying a small two-way radio company between $20 and $40 per month per truck for the use of their towers and repeaters for voice communications between headquarters and their drivers. If the trucks need to travel outside the metro region then they are unable to communicate. The UV350 device delivers loud and clear audio communications while its relatively small footprint fits securely in vehicles. The UV350 can replace the two-way radio devices used in construction company vehicles to make driving simpler and safer
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Competition
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. 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, the UV350 device offers enhanced audio quality, safety, and reception. Furthermore, the UV350 is always active and can be used in temperature extremes. Furthermore, the UV350 kit is one 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 indirect competitor are rugged tablets that can be placed in a mount. The UV350 device offers better audio quality, better safety, better cellular reception, and it is 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 indirect competitor is an In-Vehicle Two-way LMR Radio. Not only can the UV350 make phone calls which the LMR radio cannot, but the UV350 offers 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 indirect competition is that MSI recently announced the TLK 150 In-Vehicle device which is a Push to Talk over Cellular device, compatible only with its s Wave PTT application and as it is not a smartphone based device it does not feature any downloadable apps (fleet management, GPS tracking, live video feed, etc.) nor the ability to make a phone call over the wireless network.
MSI sells the TLK 150 In-Vehicle devices directly to customers and through its dealer channel, but not through wireless carriers.
Within the Ruggedized handheld phone category, we have a few direct competitors, including Sonim Technologies, Inc., Kyocera Corporation and Bullet Mobile using the CAT brand who produce rugged handheld devices. Samsung Electronics Co. Ltd. also offer some of their consumer cellular devices in a more rugged form factor. There are also several Chinese companies who manufacture rugged devices but are less active in the North American markets.
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.
Uniden America Corporation
In December 2012, Signifi Mobile, the Company’s wholly-owned subsidiary entered into a license agreement with Uniden America Corporation, as amended (the “Uniden Agreement”). The Uniden Agreement provides for the Company to use the trademark “Uniden®”, along with associated designs and trade dress to distribute, market and sell its In-Vehicle device, cellular signal booster and accessories during its term in North America. The agreement includes renewal options up to December 31, 2022 and is subject to certain minimum royalties. The license agreement is amortized on a straight-line basis over its five-year term.
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.
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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” (IoT) applications. Two patents (described below) held by ClearRF were subsequently transferred and assigned to ClearRF Nevada following the closing of this acquisition.
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i.
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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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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.
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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.
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Organizational Structure
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Our subsidiaries as of December 31, 2021 are as follows:
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Name of Subsidiary
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Principal Activities
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Place of Incorporation
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Ownership
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Queensgate Resources Corp.
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British Columbia, Canada
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100
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%
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Queensgate Resources US Corp.
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Nevada, USA
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100
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%
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Siyata Mobile (Canada) Inc.
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British Columbia, Canada
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100
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%
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Siyata Mobile Israel Ltd.
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Israel
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100
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%
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Signifi Mobile Inc.
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Quebec, Canada
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100
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%
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ClearRF Nevada Ltd.
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Nevada, USA
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100
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%
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Property, Plant and Equipment
|
Our warehouse and Canadian sales headquarters are located at 1001 Lenoir Street, Suite A-414, Montreal, QC H4C 2Z6, with approximately 4,472 square feet of space. We entered into a lease agreement for its property for a five-year term, beginning on July 1, 2020, and expiring on May 31, 2024. Under this Lease, we pay net rent of $12.00 per square foot per annum, approximately $53,664 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.
None.
|
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.
Overview
Siyata Mobile Inc. is a leading global developer of innovative cellular-based communications solutions over advanced 4G/LTE mobile networks under the Uniden® Cellular and Siyata brands to global first responders and enterprise customers. Siyata’s three complementary product categories include in-vehicle communications solutions and rugged handheld mobile devices for first responders, enterprise customers, commercial fleet vehicles and industrial workers, and cellular amplifiers to boost the cellular signal inside homes, buildings and vehicles.
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 USD are traded under the symbol SYTAW, and expire in 5 years from the date of issue.
The registered and records office is located at 2200 - 885 West Georgia Street, Vancouver, BC V6C 3E8.
Products
T
he Company develops, manufactures, markets, and sells
a portfolio of
rugged handheld Push to Talk smartphone devices. These rugged B2B environments are focused toward enterprise customers, first responders, construction workers, security guards, government agencies and mobile workers in multiple industries.
In Q3 2021, 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 launched in North America, in the fourth quarter of 2021, and is expected to launch this device in Europe in 2022. With this device, Siyata expects to increase its MCPTT market share not only in the first responder market, but also in the utilities, transportation and waste management markets.
In Q4 2021, Siyata launched its VK7 (Vehicle Kit 7), a new and unique vehicle kit accessory that provides an in-vehicle solution designed specifically for use with the Company’s SD7 device.
Using the SD7, primarily first responders (police, fire, ambulance) – which number over two million in the U.S. alone, as well as secondary support personnel – can quickly connect and coordinate on unified public cellular networks in North America and other international markets.
| 43 |
The SD7 offers the benefits of Push-To-Talk over Cellular 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 product line, including the SD7, is helping to service the generational shift from LMR to PoC. According to VDC Research, the LMR market is growing at 5.9% compound annual growth rate, while the PoC market is growing at 13.6% CAGR and annual PoC shipments are expected to grow 40% from 1.9 million in 2018 to 2.7 million in 2023.
[Source: VDC Research; American Security Council Foundation; Statistics Canada; Bureau of Transportation Statistics; Industry Research]
Our second product category is the Uniden® UV350 4G/LTE, a purpose built in-Vehicle communication device designed specifically for professional vehicles such as trucks, vans, buses, emergency service vehicles and other enterprise vehicles. This platform is designed to facilitate replacement of the current in-vehicle, multi-device status quo with a single device that incorporates voice, Push-to-Talk over Cellular (“PoC”), data, fleet management solutions and other Android based professional applications. The
UV350 also supports Band 14 for the First Responder Network Authority, or the FirstNet Authority, compatibility which is the U.S. First Responders 4G/LTE network with push-to-talk-over-cellular (PoC) capabilities that aims to replace aging two-way radio systems currently in use.
Cellular boosters are our third product category 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 in-vehicle and rugged handheld smartphones as these sales can be bundled through the Company’s existing sales channels.
Cellular boosters are our third product category 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 American 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 in-vehicle and rugged handheld smartphones as these sales can be bundled through the Company’s existing sales channels.
Customers and Channels
Siyata launched its 4G/LTE UV350 commercial vehicle smartphone device at Bell Mobility in late Q4 2018, at AT&T as well as at its first responder cellular network First Responder Network Authority (FirstNet) in late Q2 2019, with Rogers Wireless and Verizon Wireless in Q4 2019, and Telstra in Q4 2021. These are major milestones for the Company following Siyata’s seven years of experience perfecting in-vehicle cellular based technology, vehicle installations, software integration with various Push-to-Talk (PTT) solutions and intensive carrier certifications.
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.
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 launching the UV350 as it allows for new SIM card activations in commercial vehicles and increased ARPU from existing customers with corporate and first responder fleets while targeting new customers with a unique, dedicated, multi-purpose in-vehicle IoT smartphone.
| 44 |
In addition, our rugged handsets will ultimately be 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.
Significant Highlights
The following highlights and developments for the year ended December 31, 2021, and to the date of this Annual Report:
On March 31, 2021, Siyata closed its previously announced acquisition, through a wholly-owned subsidiary, of all the issued and outstanding shares of ClearRF, LLC, for a total purchase price of $700,000 USD with a combination of cash and shares.
On August 5, 2021, Siyata unveiled its new MCPTT (Mission Critical Push-To-Talk) device, the SD7, at APCO (Association of Public Safety Communications Officials). The SD7 is an easy-to-use, PTT (Push-To-Talk)-only, ruggedized device that is LTE, Wi-Fi, and Bluetooth-enabled and uses the Android operating system. Its IP67 rating, resistance to water and dust, drop protection, and robust battery makes it well suited for use in harsh environments.
On August 26, 2021, Siyata announced it signed a reseller agreement with Silk Worldwide Inc. (“Silk”), parent company to SignalBoosters.com, to distribute its line of Uniden® cellular signal boosters. Silk, a leading online distributor and turn-key integrator of cellular boosters in North America, will resell the Company’s booster products on its SignalBoosters.com site and on the Amazon and Walmart marketplaces.
On September 21, 2021, Siyata announced a new partnership with Esper, the leader in DevOps (“Development Operations”) for devices, that combines Siyata’s rugged Mission Critical Push-to-Talk (MCPTT) SD7 handsets with Esper’s full-stack solution of Android Enterprise Mobility Management (EMM) software. Siyata will embed Esper’s software into SD7 handsets running a custom version of the Android operating system. The combined offering unlocks new functionality that was not previously possible, including streamlined device onboarding and provisioning, as well as device customization while in the field.
On October 13, 2021, Siyata announced it has received approval from Telstra, Australia’s leading cellular carrier, for the Company’s flagship UV350 device.
On November 15, 2021, Siyata announced the closing of a previously announced funding agreement for gross proceeds of $6,000,000 USD by Lind Global Partners II, LP, an investment fund managed by The Lind Partners. The proceeds were used to repay and terminate certain existing convertible notes.
On November 29, 2021, Siyata announced the launch of the VK7 (Vehicle Kit 7), a new and unique vehicle kit accessory that provides an in-vehicle solution designed specifically for use with the Company’s SD7 device, a ruggedized, mission-critical Push to Talk (MCPTT) handset.
On December 2, 2021, Siyata announces its has received initial orders for SD7 ruggedized devices from customers in the U.S. and in EMEA (Europe, the Middle East, and Africa) with a total value of $550,000 USD.
Outlook
Siyata has laid the foundation for greater distribution with expanded partnerships, key new sale hires, and expanded product offerings into North America. The pandemic caused by COVID-19 slowed the company’s growth plans for 2021, however business has resumed in all three product categories. Management is hopeful that this momentum will continue, in particular, as it leverages its key sales channels, and with its expanded and refreshed product offerings.
Uniden® UV350 |
Many large-scale programs were delayed due to the pandemic, therefore creating pent-up demand for this disruptive solution. Active engagements including many customer trials have resumed in 2022 which should translate into robust growth in this product line.
| 45 |
Rugged Handsets |
Siyata’s rugged handsets are targeted to the approximately 47 million enterprise task and public sector workers across North America including construction, transport & logistics, manufacturing, energy & utility, public safety, and federal government. To date, Siyata has sold its rugged handsets only in international markets. Siyata expanded its footprint in this product category with the launch of the SD7 device, in Q4 2021 in North America and is expected to launch this device in Europe in 2022. The SD7 is a next-generation device and Siyata’s first
mission-critical push-to-talk (MCPTT) handset.
Cellular Boosters |
The pandemic has helped fuel strong demand for Siyata’s boosters in 2020 and 2021. We believe this momentum will accelerate in 2022 with programs with existing customers and expanding opportunities in new verticals.
Subsequent Events
On January 11, 2022, Siyata announced the closing of its previously announced underwritten public offering of 7,215,652 common shares and 1,480,000 pre-funded warrants, to purchase common shares in lieu thereof, and accompanying warrants to purchase up to 8,695,652 common shares. Each common share was sold together with one common warrant at a combined effective offering price of $2.30 USD. Each pre-funded warrant was sold together with one common warrant at a combined effective offering price of $2.29 with an exercise price of $0.01 per pre-funded warrant. The common warrants were immediately exercisable at a price of $2.30 USD per common share and will expire five years from the date of issuance. The common shares (or pre-funded warrants in lieu thereof) and the accompanying common warrants were only able to be purchased together in the offering but were issued separately and were immediately separable upon issuance.
On January 18, 2022, Siyata announced it entered into a new distribution agreement with U.S.-based TESSCO Technologies Incorporated, a leading value-added distributor of wireless communications products for network infrastructure, site support, and fixed and mobile broadband networks.
On February 2, 2022, Siyata announced that Goosetown Communications, a division of Goosetown Enterprises, Inc., will introduce the Siyata SD7 device with its Push-to-Talk over Cellular (PoC) service TeamConnect®.
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.
|
|
|
Quarter Ended
|
|
|||||||||||||||||||||||||||||
|
|
|
Dec 31,
2021 |
|
|
Sep 30,
2021 |
|
|
Jun 30,
2021 |
|
|
Mar 31,
2021 |
|
|
Dec 31,
2020 |
|
|
Sep 30,
2020 |
|
|
Jun 30,
2020 |
|
|
Mar 31,
2020 |
|
||||||||
|
Income/(loss)
|
|
$
|
(4,979,661
|
)
|
|
$
|
(5,667,937
|
)
|
|
$
|
(10,862,538
|
)
|
|
$
|
(2,115,406
|
)
|
|
$
|
(9,911,960
|
)
|
|
$
|
(1,881,981
|
)
|
|
$
|
(627,004
|
)
|
|
$
|
(1,170,172
|
)
|
|
Comprehensive income/(loss) for the period
|
|
$
|
(4,833,795
|
)
|
|
$
|
(5,677,274
|
)
|
|
$
|
(10,927,718
|
)
|
|
$
|
(2,047,991
|
)
|
|
$
|
(9,247,116
|
)
|
|
$
|
(1,870,348
|
)
|
|
$
|
(1,016,568
|
)
|
|
$
|
(1,454,198
|
)
|
|
Loss per share
|
|
$
|
(0.99
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(2.26
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(3.08
|
)
|
|
$
|
(1.92
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(1.35
|
)
|
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021
The following is an analysis of the Company’s operating results for the year ended December 31, 2021, and includes a comparison against the year ended December 31, 2020.
Operations:
Revenues
for the year ended December 31, 2021, were $7,545,488 compared to $5,989,772 for the year ended December 31, 2020. This positive variance of $1,555,716 (26.0%) is due mainly to the increase in sales in the EMEA by $1,625,000 offset by the decrease in the sales to Australia year over by $94,000. On a product-by-product comparison, booster sales increased year-over-year by $1,569,000 (59% year over year increase) due to booster sales in the United States, specifically in the industrial marketplace, and by $14,000 due to a decrease in worldwide sales of rugged handsets and in-vehicle solutions.
| 46 |
Cost of sales
Amortization and depreciation
costs
for the year ended December 31, 2021, and 2020 were $1,008,321 and $1,280,182, respectively, a positive variance of $271,801. This positive variance is due to the intangible impairments in 2021 that have reduced the intangible asset cost base eligible for amortization in the year. As well there are two products that are the majority of the intangible assets that are still under development and so no amortization was taken on these products in the year.
Development expenses
for the year ended December 31, 2021, and 2020 were $846,242 and $560,236, respectively. This negative variance is due to both the development costs incurred on the company’s rugged device development program that did not meet the criteria for capitalization.
Selling and marketing
costs for the year ended December 31, 2021, and 2020, were $4,504,992 and $3,691,844, respectively. This negative variance of $813,148 is due mainly to the increase in our U.S. sales team headcount of $736,618 an increase in promotional costs of $162,359 and a $85,829 decrease in travel expenses.
General and administrative
costs
Inventory Impairment
costs for the year ended December 31, 2021, of $3,087,999 versus $1,571,649 in 2021, a negative variance of $1,516,350 relates to a provision for slow-moving merchandise specifically $2,497,991 of truckfone devices and specific usage cellular boosters for $590,008.
Bad debts
for the year ended December 31, 2021, of $930,971 versus $1,530,667 in 2020, a positive variance of $599,696. Bad debts in the year in the amount of $620,785 is due to a customer with an old receivable balance from the prior year, that in lieu of payment of the balance due, returned impaired inventory creating this bad debt. The balance of the bad debt relates to taking 100% provisions on prior year’s receivables that already had partial allowances.
Intangible Impairment
for the year ended December 31, 2021, of $4,739,286 versus $293,000 in 2020, relates to the impairment of the remaining unamortized intangible cost of $4,739,286 related to rugged devices that the discounted future cash flows was below the carrying costs resulting in impairment.
Goodwill Impairment
for the year ended December 31, 2021, of $852,037 versus $Nil in 2020, relates to the goodwill on Signifi Mobile Inc. for $801,780 plus impairing the goodwill on the Clear RF acquisition in the amount of $50,257 The impairment of goodwill resulted from recurring losses in Signifi Mobile Inc.
| 47 |
Share-based
Finance expenses
for the year ended December 31, 2021, was $1,984,040 compared to an expense of $1,744,273 in 2020, a negative variance of $239,767. This variance consists of the increase in accretive interest on the 12% $5.6MM debenture as the interest expense increases closer to maturity, in the amount of $149,374, the reduction in the loan interest earned from director by $17,000 due to its repayment in May 2021, and a $51,523 negative variance in other interest and bank charges.
Foreign exchange loss (income)
for the year ended December 31, 2021, was $108,632 compared to income of ($290,401) in 2020, a negative variance of $399,033. This variance resulted from foreign currency fluctuations in the period.
Transaction costs
for the year ended December 31, 2021, of $1,254,642 versus $1,414,616 in 2020, a positive variance of $159,974. In 2021, transaction costs for the Clear RF acquisition were $79,069 and were not capitalized since the acquisition was treated as a business combination using the acquisition method of accounting. The costs included are legal fees, due diligence fees, and other professional fees. The costs to obtain the convertible debenture in 2021 of $1,175,573 include finders’ fees, loan processing fees, legal, registration, and accounting fees.
Change in fair value of the convertible promissory note
for the year ended December 31, 2021, in the amount of $295,492, Nil in 2020 relates to the change in fair value that is recorded as profit in loss between the time that this financial liability derivative arose on November 6, 2021, and the year-end date.
Change in fair value of the warrant liability
for the year ended December 31, 2021, in the amount of a gain of $390,322, Nil in 2020 relates to the change in fair value that is recorded as profit in loss between the time that this financial liability derivative arose on November 6, 2021, and the year-end date, adjusted for the exercise of 250,000 warrants for total proceeds of $1,000,000 as outlined in Note17.
Net loss for the year
The Company experienced a net loss for the year ended December 31, 2021, of ($23,625,542) as compared to net loss of ($13,591,117) in the prior year, a negative variance of ($10,034,425). This negative variance was due mainly to, increases in intangible impairment of $4,466,286, inventory impairment of $1,516,350, impairment of goodwill in the amount of $852,037, increase in development expenses by $286,006, increase in share-based payments of $821,253, increase in selling expenses of $813,148, increase in G&A expenses of $2,074,900, increase in foreign exchange of $399,033, increase in finance expenses of $239,767, and offset by a decrease in amortization of $271,801, gross margin increase by $288,054, decrease in transactions costs of $159,974 and decrease in bad debts of $599,696.
Loss and comprehensive loss for the period
As a result of the activities discussed above, the Company experienced a comprehensive loss for the year ended December 31, 2021, of ($23,486,778) as compared to a comprehensive loss of ($13,588,230) for in the prior year, representing a negative variance of $9,898,548.
Adjusted EBITDA
For the year ended December 31, 2021, the adjusted EBITDA is negative ($12,434,483) versus negative ($8,631,829) in the prior year, a negative variance of $3,802,654. Adjusted EBITDA is defined as the net operating loss excluding depreciation and amortization, intangible impairment, goodwill impairment and share-based compensation expense.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED DECEMBER 31, 2021
The following is an analysis of the Company’s operating results for the three-month period ended December 31, 2021, and includes a comparison against the three months ended December 31, 2020.
Operations:
Revenues
for the three months ended December 31, 2021, and 2020 were $1,937,659 and negative $686,989, respectively. This positive variance of $2,624,648 (+382%) is due mainly to the increase in sales in EMEA, as in Q4 2020, the sales were negative due a customer return accommodation which did not recur in 2021.
| 48 |
Cost of sales
for the three months ended December 31, 2021, and 2020 was $1,772,773 and negative $98,006 respectively. The gross margin dollars for the three months ended 2021 and 2020 was $164,886 (8.5% of sales) and negative $588,983 (-86% of sales), respectively, a positive variance in gross margin dollars of $753,869. This variance relates to prior years’ negative gross margin due to the return of merchandise from a customer.
Amortization and depreciation
costs for the three months ended December 31, 2021, and 2020 was $222,666 and $309,432, respectively, a positive variance of $86,766. This positive variance is due to the intangible impairment in 2021 that has reduced the intangible asset cost base eligible for amortization in the period.
Development expenses
for the three months ended December 31, 2021, and 2020 were $27,727 and $560,236, respectively. This positive variance is due to management’s decision to expense in prior periods in 2021, development expenses that did not meet the criteria for capitalization and the majority of costs had been incurred for these rugged devices.
Selling and marketing
costs for the three months ended December 31, 2021, and 2020 was $1,047,617 and $1,117,267 respectively. This positive variance of $$69,650 is due mainly to the slight reduction in our U.S. sales team headcount in the quarter by $287,770 offset by the increase in marketing and promotion of $179,352 related to the NASDAQ listing of our stock.
General and administrative costs
for the three months ended December 31, 2021, and 2020 of $1,674,593 and $1,375,995 respectively. This negative variance of $298,598 relates mainly to the increase in the office and general expenses of $233,001 related to the moving costs of one of the offices in Q4 2021 in the amount of $160,000 plus the increase in insurance costs, and regulatory filing fees of $85,822 related to uplisting, an increase in professional fees of $361,909 related to both the increase in fees for U.S. securities attorney related to preparing F-1 documentation in anticipation of a capital raise as well as for the convertible debenture financing, the additional costs for the annual PCAOB audit, the additional cost of a VP Corporate Development included in salaries and the increase in G&A salaries in the period of $17,824, offset by the decrease in shareholders’ relations costs in the amount of $116,579 due to the cost normalization in 2021, versus the additional costs related to a new company on the NASDAQ with investor relations firms and research analysts and marketing teams on both sides of the border in the prior year, a decrease in consulting and director’s fees of $283,065 relates to the director’s fee alignment with NASDAQ companies.
Inventory Impairment
costs for the three months ended December 31, 2021, and 2020 was negative $301,532 in 2021 vs $1,571,649 in Q4 2020. In 2021, due to a large return from a customer, the accounting treatment was to increase the bad debt by valuing the returned inventory at its impaired value, thereby resulting in a bad debt on the difference between the amount due and the consideration given. In Q4 2020, the company took its annual impairment of rugged devices vs in 2021, the impairments were taken largely each quarter.
Bad debts
for the three months ended December 31, 2021, and 2020 of $382,568 versus $1,530,667 in the prior-year period, a positive variance of $1,148,099 due to the analysis of the bad debts was a detailed amount of the annual activity in the full year 2020, whereas in 2021, larger bad debts were claimed each quarter, significantly reducing the year-end impact on the financials.
Intangible Impairment
for the three months ended December 31, 2021, and 2020 of $416,487 and $293,000, respectively. The negative variance of $123,487 related to managements’ additional write offs based on the valuator impairment report on intangibles, including the write off in Q4 2021 of the supplier relationship on the acquisition of ClearRF.
Goodwill Impairment
for the three months ended December 31, 2021, and 2020 of $32,583 and $Nil, respectively. The increase relates to the write off of the goodwill acquired on the acquisition of ClearRF.
Share-based compensation
costs for the three months ended December 31, 2021, and 2020 was $153,726 and $315,102 respectively, a decrease of $161,376. The decrease in share-based compensation relates to the valuation of stock options vested during the period due to the issuance of a total of 376,500 stock options to employees, management and directors in Q4 2020.
| 49 |
Finance expenses
for the three months ended December 31, 2021, and 2020 was $507,705 and $347,474, respectively, a negative variance of $160,231. This variance consists mainly of the increase in accretive interest on the 12% $5.6MM debenture as the amount of interest increases closer to maturity.
Foreign exchange loss (income)
for the three months ended December 31, 2021, and 2020 was income of ($100,336) and an expense of $487,539, respectively. This positive variance of $587,875 resulted from foreign currency fluctuations in the period.
Transaction costs
for the three months ended December 31, 2021, and 2020 is $1,175,573 and $1,414,616 respectively, a positive variance of $239,043. In Q4 2021, transaction costs related to the finder’s fees, loan processing fees, legal, due diligence, and other professional fees were incurred or the convertible debenture issued November 3, 2021. Prior years’ fees were incurred for the allocation of costs between the IPO and the costs incurred which should not be capitalized such as professional and regulatory fees not directly related to the IPO and so did not meet the criteria as share issuance costs.
Change in fair value of the convertible promissory note
for the
three months ended December 31, 2021, and 2020 is, in the amount of $295,492 and Nil, respectively. This change in fair value relates to the change in fair value that is recorded as profit in loss between the time that this financial liability derivative arose on November 6, 2021, and the year-end date.
Change in fair value of the warrant liability
for the
three months ended December 31, 2021, and 2020 is a gain of $390,322 and Nil, respectively. This gain relates to the change in fair value that is recorded as profit in loss between the time that this financial liability derivative arose on November 6, 2021, and the year-end date, adjusted for the exercise of 250,000 warrants for total proceeds of $1,000,000 as outlined in Note18.
Net loss for the year
The Company experienced a net loss for the three months ended December 31, 2021, and 2020 of ($4,979,661) and ($9,911,960), respectively, a positive variance of ($4,
932,299
). This positive variance was due mainly to an increase in gross profit of $753,869, decrease in amortization of $86,766, decrease in development expenses of $532,509, decrease in selling expenses of $69,650, decrease in inventory impairment by $1,873,181, decrease in bad debts of $1,148,099, decrease in share based payments of $161,376, decrease in foreign exchange by $587,875, decrease in transaction costs of $239,043, offset by negative variances in foreign exchange of $160,231, increase in G&A expenses of $298,598, increase in inventory impairment of $123,487, increase in goodwill impairment of $32,583 and an increase in finance expenses of $160,231.
Loss and comprehensive loss for the year
As a result of the activities discussed above, the Company experienced a comprehensive loss for the three months ended December 31, 2021, and 2020 of ($4,833,795) and ($9,247,116), respectively, representing a positive variance of $4,413,321.
Adjusted EBITDA
For the three months ended December 31, 2021, and 2020 the adjusted EBITDA is negative ($2,666,087) and negative ($6,744,797), respectively, a positive variance of $4,078,710. Adjusted EBITDA is defined as the net operating loss excluding depreciation and amortization, intangible impairment, goodwill impairment and share-based compensation expense.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED DECEMBER 31, 2020
The following is an analysis of the Company’s operating results for the three months ended December 31, 2020 and includes a comparison against the three months ended December 31, 2019.
Operations:
Revenues
for the three months ended December 31, 2020 was negative ($680,003) compared to $2,223,333 in the same period in the previous year. This negative variance of $2,903,336 is due to the variance in the revenues on sales to customers in Israel for Q4 2020 of negative $0.8MM as compared to $1.8MM in 2019, a negative variance of $2.6MM. This decline in revenues in Israel was due to the Company making accommodations to customers, that could not install the mobile units. The installation issue arose as a result of Covid-19 and government agency contract delays due to country’s fiscal budgets were not approved. In order to maintain these key customer relationships, the Company made the business decision to accept these returns. These returns from major Israeli customers (totalling $1.7MM). The balance of the variance relates to the reduction in sales in Q4 2020 of ruggedized devices in Canada of $0.6MM offset by an increase in the sale of booster systems of $0.3MM in the period.
| 50 |
Cost of sales
for the three months ended December 31, 2020 was negative $92,851 compared to a cost of goods sold expense of $1,767,453 for the same period in the previous year. The gross margin dollars for this period was negative $587,152 (86.3% of sales) compared to positive $455,880 (20.5% of sales in the same period in the previous year) a negative variance of $1,043,032. The decrease in gross margin dollars is mainly due to the large returns totalling $1.7MM in the quarter.
Amortization and depreciation
costs for the three months ended December 31, 2020 was $310,727 compared to $612,910 for the same period in the previous year. The positive variance of $302,183 relates mainly due to decrease in intangible amortization of products that had been fully amortization in 2020 as they were at the end of their sales cycle and the UR5 product was not amortized as the development costs were not completed.
Development expenses
for the quarter ended December 31, 2020 were $560,236 compared to $757,404 for the quarter ended December 31, 2019, a negative variance of $197,168. This expense is for development expenses that did not meet the criteria for capitalization related to the UR5 rugged phone.
Selling and marketing
costs for the three months ended December 31, 2020 were $1,123,297 compared to $572,842 for the same period in the previous year. This negative variance of $550,455 is due mainly to the requirement to include certain share issuance expenses as marketing costs in Q4 2020 of $0.2MM, as well as the increase of 4 additional sales people in the North American market an additional $0.3MM.
General and administrative
costs for the three months ended December 31, 2020 of $1,377,485 compared to $1,060,568 for the same period in the previous year. This negative variance of $316,917 relates mainly to the increase in consulting fees and professional fees required for the company to raise capital for both the private placement and the IPO as well as additional costs related to engaging US IR firms, additional insurance premiums for liability insurance offset by the decrease in travel and management fees.
Bad debts
for the three months ended December 31, 2020, was $1,530,667 compared to zero in the previous year. The bad debt provision taken in Q4 2020 is a result of the Company’s policy to take a bad debt provision on any customer that has overdue receivables. Due to Covid-19 global impact and government tender delays in the EMEA, the Company provided extended payment terms to key customers which was expected to allow sufficient lead time for collections of these receivables which did not materialize. Therefore, the corresponding provision for bad debts of $775,092 was provided for Israeli accounts and $755,575 for North America customers.
Inventory impairment
for the three months ended December 31, 2020 was $1,571,649 compared to $212,000 in Q4 2019, a negative variance of $1,359,649. The Q4 2020 inventory impairment results from, (i) an impairment of $530,000 on the aging of the inventory returns from key customers resulting in excess inventory of like items in Q4 2020, as discussed in the revenues section above, (ii) an impairment of $725,806 for finished goods merchandise on the excess of inventory resulting from the returns of the same product, and (iii) an impairment totalling $316,000 on spare parts obsolescence.
Impairment
of intangible assets
for the quarter ended December 31, 2020 was $293,000 compared to $111,521 in 2019, a negative variance of $181,479. These impairments in 2020 were for the write-off of the remaining balance of intangibles that had been capitalized for both a vehicle phone, specifically for the EMEA market, that is near the end of its sales cycle in the amount of $184,000, and $109,869 for a rugged hand-held device for the EMEA market that is near the end of its sales cycle. In Q4 2019 the $111,521 impairment related to the reduction in future value of the E-Wave exclusive supplier and sales agreement.
The Company engaged a professional evaluator which supported management’s impairment conclusions.
Share-based payments
for the three months ended December 31, 2020 was $315,249 compared to $141,595 in 2019, a negative variance of $173,654. This variance relates to the valuation of stock options vested during the period and the issuance of new stock options in the quarter.
| 51 |
Finance expenses
for the three months ended December 31, 2020 was $347,907 compared to an expense of $385,063 in 2019, a positive variance of $37,156. This small variance consists mainly of the reduction in interest expense as a result of the IPO raise.
Foreign exchange loss (income)
for the three months ended December 31, 2020 of $506,269 compared to an income of $147,118 for the same period in the previous year for a negative variance of $653,387. This variance resulted from foreign currency fluctuations in the period as the Canadian dollar strengthened compared to the USD by 4.4% in Q4 2020 versus only 1% in Q4 2019.
Transaction costs
for the three months ended December 31, 2020 of $1,414,616 compared to an expense of $0 for the year ended December 31, 2019, for a negative variance of $1,414,616. This variance resulted from the portion of expense related to the uplisting to NASDAQ that could not be capitalized including legal fees of $358,000, accounting fees of $38,000, consulting fees of $692,000, filing fees of $179,000 and marketing expenses of $147,000.
Net loss for the period
The Company experienced a net loss for the three-month period ended December 31, 2020 of ($9,938,254) as compared to net loss of ($3,250,906) in 2019, a negative variance of $6,687,348. This negative variance is due mainly to negative variances in gross margin of $1,043,032, selling expenses of $550,455, G&A of $316,917, bad debts of $1,530,667, inventory impairment of $1,359,649, impairment in value of intangible assets of $181,479, share based compensation of $173,654, foreign exchange of $653,387, transaction costs for the IPO of $1,414,616, and offset by the decrease in amortization of $302,183, development expenses of $197,168 and finance expenses of $37,156.
Loss and comprehensive loss for the period
As a result of the activities discussed above, the Company experienced a comprehensive loss for the three months ended December 31, 2020 of ($9,628,892) as compared to a comprehensive loss of ($3,269,813) for the same period in the previous year representing a negative variance of ($6,359,079).
Adjusted EBITDA
For the three months ended December 31, 2020, the adjusted EBITDA is negative ($5,535,068) versus negative ($2,288,528) in the same period in 2019, a negative variance of ($3,246,540.) Adjusted EBITDA is defined as the Net loss for the period excluding depreciation and amortization, share-based compensation expense, bad debt expense provision, and intangible asset impairment.
|
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 December 31, 2021 the Company had a cash balance $1,619,742 (Dec 31, 2020-$16,464,266 including restricted cash). The Company has an accumulated deficit of $62,519,412 (Dec 31, 2020-$38,893,870) and working capital of negative ($668,973) (December 31, 2020-positive $13,689,663).
Net cash flows related to operating activities used in the year ended December 31, 2021 and 2020 were negative ($12,568,633) and negative ($9,989,856), respectively. The increase in cash used of $2,578,777 was primarily due to the increase in the net loss by $10,034,425, increased by the decrease in amortization of $271,801, the decrease in bad debts of $323,898, increase in accretive interest of $241,666, the decrease due to the fair value change on derivatives of $95,831, decrease in foreign exchange of $138,691, and loss on debt conversion of $16,712, offset by the following non-cash expenses: increase in inventory impairment of $1,838,658, increase in intangible impairments of $4,322,799, increase in goodwill impairment of $819,454, and, increase of share-based payments of $821,253, decrease in interest income of $14,456 and as well as the increase in the non-cash working capital items by $471,875.
The non-cash working capital variances consisting of decrease in trade and other receivables of $2,961,240 decrease in prepaids of $1,090,866 an increase in advances to suppliers of $348,243, decrease in due from related party of $76,866, offset by an decrease in accounts payable and accrued liabilities of $1,531,295 and an increase in inventory before impairment of $2,474,045.
| 52 |
Net cash flows used in investing activities in the year ended December 31, 2021 and 2020 were negative ($3,116,207) and negative ($1,534,706), respectively, with a negative variance of $1,581.501. This variance relates primarily to an increase in additions to intangibles of $1,256,109 the acquisition of ClearRF of $122,015, the increase in equipment by $203,377. Net cash provided by financing activities in the year ended December 31, 2021 and 2020 was $1,005,942 and $25,348,649, respectively. This negative variance of $24,342,7070 is mainly due to the decrease in shares issued for cash in the year, net of share issuance costs, in the amount of $25,035,382, the negative variance on the repayment of the long term debt of $64,822, a decrease in the bank loan year over year for a negative variance of $816,102, offset by convertible debt issued net of repayments increased by $1,407,608, the exercise of warrants of $3,017,743 and the decrease in in payment on leases of $36,536.
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 consolidated unaudited interim audited 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 consolidated audited 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
|
Unlimited numb
e
r of preferred
shares without par value
Issued and Outstanding:
As at December 31, 2021, the Company had 5,276,695 common shares issued and outstanding (2020-4,663,331). Subsequent to the year-end the Company issued 7,215,695 common shares and 1,480,000 pre-funded warrants (converted immediately thereafter into common shares), for gross proceeds of $20.0MM in conjunction with a public offering on January 11, 2022, as more fully described in Subsequent Events Note # 31(a) of these financial statements. As of the date of the filing of this Annual Report total outstanding common shares is 14,266,305.
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)
|
Common share transactions
|
Transactions for the year ended December 31, 2021 are as follows:
(i) During the month of February 2021, the Company received multiple tradeable warrant exercises for total proceeds of $609,041 on the redemption of a total of 88,911 tradeable warrants at an exercise price of $6.85 for each common share.
(ii) The company issued in February 2021, the 40,000 shares to be issued for services rendered at a value of $560,000.
(iii) As discussed in Note 4 -Acquisition of Clear Rf, the Company issued 23,949 common shares to the vendors of ClearRF equal to $194,985.
(iv) On July 21, 2021, the Company issued 5,000 common shares as part of the contractual obligations owed to one of its suppliers. This transaction was recorded to share capital in the amount of $36,050 (based on the market value on the date of issuance of $7.21 per share).
(v) On October 28, 2021, received gross cash of $1,027,500 from the exercise of 150,000 warrants at $6.85, and on October 29, 2021, received gross cash of $380,202 from the exercise of 55,504 warrants at $6.85.
| 53 |
(vi) On December 7, 2021, 250,000 warrants issued, as part of the $7.2MM convertible debentures, were exercised at $4.00 per share for gross proceeds of $1,000,000.
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 December 31, 2021 is as follows:
|
|
|
Number of Stock
Options |
|
|
Weighted Average
Exercise Price |
|
||
|
Outstanding options, December 31, 2018
|
|
|
65,448
|
|
|
$
|
49.00
|
|
|
Granted
|
|
|
17,655
|
|
|
|
59.01
|
|
|
Expired
|
|
|
(518
|
)
|
|
|
65.57
|
|
|
Outstanding options, December 31, 2019
|
|
|
82,585
|
|
|
$
|
52.34
|
|
|
Granted
|
|
|
279,190
|
|
|
|
6.47
|
|
|
Expired/Cancelled
|
|
|
(33,707
|
)
|
|
|
39.79
|
|
|
Outstanding options, December 31, 2020
|
|
|
328,068
|
|
|
$
|
13.99
|
|
|
Granted
|
|
|
100,500
|
|
|
|
11.50
|
|
|
Expired/Cancelled
|
|
|
(14,000
|
)
|
|
|
16.38
|
|
|
Outstanding options, December 31, 2021
|
|
|
414,568
|
|
|
$
|
13.88
|
|
Transactions from January 1, 2021 to December 31, 2021 are as follows:
During the year ended December 31, 2021 the Company recorded share-based payments expense of $1,338,931 in relation to options vesting.
On January 2, 2021, the Company issued 62,000 stock options to various employees at an exercise price of $11.50 of which 57,000 expire on January 2, 2026 and 5,000 expires on January 2, 2031.
On January 18, 2021, the Company issued 38,500 stock options to various employees and consultants at an exercise price of $11.50 expiring on January 2, 2026.
On August 31, 2021, one of the employees was no longer with the Company. The employee had initially received 4,000 out of the 38,500 stock options issued on January 18, 2021. As a result of this employee’s departure, 2,500 of their unvested stock options were cancelled and the remaining 1,500 options expire one year from departure, August 31, 2022.
On October 29, 2021, one of the directors was no longer with the Company. The employee had initially received 20,000 out of the 38,500 stock options issued on January 18, 2021. As a result of this director’s departure, 10,000 of their unvested stock options were cancelled and the remaining 10,000 options expire one year from departure, October 29, 2022.
In December 2021, 1,500 stock options expired at an average of $57.00 per share
In March 2022, the company approved the granting of 795,000 stock options and 3,075,000 restricted share units to employees, consultants, directors and management.
| 54 |
|
Grant Date
|
|
Number of
options outstanding |
|
|
Number of
options exercisable |
|
|
Weighted Average
Exercise Price |
|
|
Expiry date
|
|
Remaining
contractual life (years) |
|
||||
|
1-Jan-17
|
|
|
2,207
|
|
|
|
2,207
|
|
|
$
|
40.00
|
|
|
1-Jan-22
|
|
|
0.01
|
*
|
|
11-Jan-17
|
|
|
2,483
|
|
|
|
2,483
|
|
|
|
41.00
|
|
|
11-Jan-22
|
|
|
0.03
|
*
|
|
4-Apr-17
|
|
|
6,897
|
|
|
|
6,897
|
|
|
|
63.00
|
|
|
4-Apr-22
|
|
|
0.26
|
|
|
24-Jul-17
|
|
|
690
|
|
|
|
690
|
|
|
|
79.00
|
|
|
18-Feb-22
|
|
|
0.13
|
*
|
|
24-Jul-17
|
|
|
7,929
|
|
|
|
7,929
|
|
|
|
79.00
|
|
|
24-Jul-22
|
|
|
0.56
|
|
|
24-Dec-18
|
|
|
12,896
|
|
|
|
12,896
|
|
|
|
57.00
|
|
|
24-Dec-23
|
|
|
1.98
|
|
|
24-Dec-18
|
|
|
1,724
|
|
|
|
1,724
|
|
|
|
57.00
|
|
|
18-Feb-22
|
|
|
0.13
|
*
|
|
15-Jan-19
|
|
|
828
|
|
|
|
828
|
|
|
|
57.00
|
|
|
15-Jan-24
|
|
|
2.04
|
|
|
21-Mar-19
|
|
|
12,345
|
|
|
|
12,345
|
|
|
|
63.00
|
|
|
21-Mar-24
|
|
|
2.22
|
|
|
1-Jan-20
|
|
|
2,069
|
|
|
|
1,380
|
|
|
|
57.00
|
|
|
1-Jan-24
|
|
|
2.00
|
|
|
15-Nov-20
|
|
|
95,000
|
|
|
|
59,375
|
|
|
|
6.00
|
|
|
15-Nov-30
|
|
|
8.88
|
|
|
15-Nov-20
|
|
|
161,500
|
|
|
|
100,938
|
|
|
|
6.00
|
|
|
15-Nov-25
|
|
|
3.88
|
|
|
15-Nov-20
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
6.00
|
|
|
18-Feb-22
|
|
|
0.13*
|
|
|
2-Jan-21
|
|
|
57,000
|
|
|
|
28,500
|
|
|
|
11.50
|
|
|
2-Jan-26
|
|
|
4.01
|
|
|
2-Jan-21
|
|
|
5,000
|
|
|
|
2,500
|
|
|
|
11.50
|
|
|
2-Jan-31
|
|
|
8.01
|
|
|
18-Jan-21
|
|
|
14,500
|
|
|
|
7,250
|
|
|
|
11.50
|
|
|
18-Jan-26
|
|
|
4.05
|
|
|
18-Jan-21
|
|
|
1,500
|
|
|
|
1,500
|
|
|
|
11.50
|
|
|
31-Aug-22
|
|
|
0.67
|
|
|
18-Jan-21
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
11.50
|
|
|
29-Oct-22
|
|
|
0.83
|
|
|
Total
|
|
|
414,568
|
|
|
|
279,442
|
|
|
$
|
13.88
|
|
|
|
|
|
4.52
|
|
As of the date of the filing of this Annual Report, stock options outstanding and exercisable are as follows:
|
Grant Date
|
|
Number of
options outstanding |
|
|
Number of
options exercisable |
|
|
Weighted Average
Exercise Price |
|
|
Expiry date
|
|
Remaining
contractual life (years) |
|
||||
|
4-Apr-17
|
|
|
6,897
|
|
|
|
6,897
|
|
|
|
63.00
|
|
|
4-Apr-22
|
|
|
0.02
|
|
|
24-Jul-17
|
|
|
7,929
|
|
|
|
7,929
|
|
|
|
79.00
|
|
|
24-Jul-22
|
|
|
0.32
|
|
|
24-Dec-18
|
|
|
12,896
|
|
|
|
12,896
|
|
|
|
57.00
|
|
|
24-Dec-23
|
|
|
1.73
|
|
|
15-Jan-19
|
|
|
828
|
|
|
|
828
|
|
|
|
57.00
|
|
|
15-Jan-24
|
|
|
1.79
|
|
|
21-Mar-19
|
|
|
12,345
|
|
|
|
12,345
|
|
|
|
63.00
|
|
|
21-Mar-24
|
|
|
1.98
|
|
|
1-Jan-20
|
|
|
2,069
|
|
|
|
1,380
|
|
|
|
57.00
|
|
|
1-Jan-24
|
|
|
1.75
|
|
|
15-Nov-20
|
|
|
95,000
|
|
|
|
59,375
|
|
|
|
6.00
|
|
|
15-Nov-30
|
|
|
8.63
|
|
|
15-Nov-20
|
|
|
161,500
|
|
|
|
100,938
|
|
|
|
6.00
|
|
|
15-Nov-25
|
|
|
3.63
|
|
|
2-Jan-21
|
|
|
57,000
|
|
|
|
28,500
|
|
|
|
11.50
|
|
|
2-Jan-26
|
|
|
3.76
|
|
|
2-Jan-21
|
|
|
5,000
|
|
|
|
2,500
|
|
|
|
11.50
|
|
|
2-Jan-31
|
|
|
7.76
|
|
|
18-Jan-21
|
|
|
14,500
|
|
|
|
7,250
|
|
|
|
11.50
|
|
|
18-Jan-26
|
|
|
3.8
|
|
|
18-Jan-21
|
|
|
1,500
|
|
|
|
1,500
|
|
|
|
11.50
|
|
|
31-Aug-22
|
|
|
0.42
|
|
|
18-Jan-21
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
11.50
|
|
|
29-Oct-22
|
|
|
0.58
|
|
|
18-Mar-22
|
|
|
795,000
|
|
|
|
66,250
|
|
|
|
1.03
|
|
|
18-Mar-25
|
|
|
2.97
|
|
|
Total
|
|
|
1,182,464
|
|
|
|
318,588
|
|
|
$
|
5.24
|
|
|
|
|
|
4.16
|
|
| 55 |
As well, 3,075,000 restricted share units, (“RSU’s) have been granted:
2,385,000 RSU’s vest quarterly over 3 years with the first vesting of 198,750 RSU’s taking place on March 18, 2022;
690,000 RSU’s granted and vested on March 18, 2022.
Agent’s options
A summary of the Company’s agents’ options activity for the year ended December 31, 2021 is as follows:
|
|
|
Number of
options |
|
|
Weighted
average exercise price |
|
||
|
Outstanding agent options, December 31, 2018
|
|
|
8,050
|
|
|
$
|
47.91
|
|
|
Granted
|
|
|
5,025
|
|
|
|
45.58
|
|
|
Exercised
|
|
|
(5,668
|
)
|
|
|
43.71
|
|
|
Expired
|
|
|
(810
|
)
|
|
|
53.00
|
|
|
Outstanding agent options, December 31, 2019
|
|
|
6,597
|
|
|
$
|
52.68
|
|
|
Granted
|
|
|
445,926
|
|
|
|
7.36
|
|
|
Outstanding agent options, December 31, 2020
|
|
|
452,523
|
|
|
|
8.02
|
|
|
Expired
|
|
|
(6,597
|
)
|
|
|
52.68
|
|
|
Outstanding agent options, December 31, 2021
|
|
|
445,926
|
|
|
$
|
7.51
|
|
At December 31, 2021,
agents’ 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) |
|
||||
|
28-Jul-20
|
|
|
1,702
|
|
|
|
1,702
|
|
|
$
|
20.49
|
|
|
28-Jul-22
|
|
|
0.57
|
|
|
29-Sep-20
|
|
|
113,500
|
|
|
|
113,500
|
|
|
$
|
6.60
|
|
|
28-Sep-25
|
|
|
3.75
|
|
|
29-Sep-20
|
|
|
266,000
|
|
|
|
266,000
|
|
|
$
|
6.85
|
|
|
28-Sep-25
|
|
|
3.75
|
|
|
31-Dec-20
|
|
|
64,724
|
|
|
|
64,724
|
|
|
$
|
11.50
|
|
|
30-Jun-24
|
|
|
2.50
|
|
|
Total
|
|
|
445,926
|
|
|
|
445,926
|
|
|
|
7.51
|
|
|
3.56
|
|
|||
As of the date of the filing of this Annual Report, agent’s options outstanding and exercisable are as follows:
|
Grant Date
|
Number of options
outstanding |
Number of options
exercisable |
Weighted Average
Exercise Price |
Expiry
date |
Remaining contractual
life (years) |
|||||||||||||||
|
28-Jul-20
|
1,702
|
1,702
|
$
|
20.49
|
28-Jul-22
|
0.33
|
||||||||||||||
|
29-Sep-20
|
113,500
|
113,500
|
$
|
6.60
|
28-Sep-25
|
3.50
|
||||||||||||||
|
29-Sep-20
|
266,000
|
266,000
|
$
|
6.85
|
28-Sep-25
|
3.50
|
||||||||||||||
|
31-Dec-20
|
64,724
|
64,724
|
$
|
11.50
|
30-Jun-24
|
2.25
|
||||||||||||||
|
11-Jan-22
|
434,783
|
0
|
$
|
2.53
|
11-Jan-27
|
4.79
|
||||||||||||||
|
Total
|
880,709
|
445,926
|
$
|
5.05
|
4.04
|
|||||||||||||||
| 56 |
Share Purchase Warrants:
A summary of the Company’s warrant activity is as follows:
Transactions from January 1, 2021 until the date of the MD&A are as follows:
|
o
|
During the year, 68,647 share purchase warrants expired at an average price of $62.87.
|
|
o
|
In February 2021, 88,911 tradeable warrants were exercised at $6.85 for total proceeds of $609,040.
|
|
o
|
In October 2021, 205,504 tradeable warrants were exercised at $6.85 for total proceeds of $1,407,702.
|
|
o
|
On December 7, 2021, 250,000 warrants were exercised at $4.00 for total proceeds of $1,000,000 and the proportionate fair value of $385,190 of the underlying warrants on the date of the exercise was also transferred to share capital.
|
|
o
|
See Note 15 of the financial statements for warrants issued in the debenture financing. These warrants have met the criteria of a liability instrument on these financial statements.
|
Share purchase warrant activity was as follows:
|
|
|
Number of
Warrants |
|
|
Weighted average exercise price
|
|
||
|
|
|
|
|
|
|
|
||
|
Outstanding, December 31, 2018
|
|
|
149,674
|
|
|
$
|
60.16
|
|
|
Granted
|
|
|
80,110
|
|
|
|
54.64
|
|
|
Exercised
|
|
|
(80,865
|
)
|
|
|
54.64
|
|
|
Expired
|
|
|
(36,920
|
)
|
|
|
73.22
|
|
|
Outstanding, December 31, 2019
|
|
|
111,999
|
|
|
$
|
59.02
|
|
|
Granted
|
|
|
3,479,534
|
|
|
|
8.96
|
|
|
Outstanding, December 31, 2020
|
|
|
3,591,533
|
|
|
$
|
10.55
|
|
|
Granted
|
|
|
2,142,857
|
|
|
|
4.00
|
|
|
Exercised
|
|
|
(544,415
|
)
|
|
|
5.54
|
|
|
Expired
|
|
|
(68,647
|
)
|
|
|
62.87
|
|
|
Outstanding, December 31, 2021
|
|
|
5,121,328
|
|
|
$
|
7.64
|
|
| 57 |
At December 31, 2021, share purchase warrants outstanding and exercisable are as follows:
|
Grant Date
|
|
Number of
Warrants outstanding and exercisable |
|
|
Exercise Price
|
|
|
Expiry date
|
|
|||
|
23-Dec-19
|
|
|
54,248
|
|
|
|
51.22
|
|
|
|
23-Dec-22
|
|
|
28-Jul-20
|
|
|
74,138
|
|
|
|
20.49
|
|
|
|
28-Jul-22
|
|
|
29-Sep-20
|
|
|
1,805,585
|
|
|
|
6.85
|
|
|
|
28-Sep-25
|
|
|
31-Dec-20
|
|
|
1,294,500
|
|
|
|
11.50
|
|
|
|
30-Jun-24
|
|
|
26-Oct-21
|
|
|
1,892,857
|
|
|
|
4.00
|
|
|
|
3-Nov-26
|
|
|
Total
|
|
|
5,121,328
|
|
|
$
|
7.64
|
|
|
|
||
As of the date of the filing of this Annual Report, share purchase warrants outstanding and exercisable are as follows:
|
Grant Date
|
|
Number of
Warrants outstanding and exercisable |
|
|
Exercise Price
|
|
|
Expiry date
|
|
|||
|
23-Dec-19
|
|
|
54,248
|
|
|
|
51.22
|
|
|
|
23-Dec-22
|
|
|
28-Jul-20
|
|
|
74,138
|
|
|
|
20.49
|
|
|
|
28-Jul-22
|
|
|
29-Sep-20
|
|
|
1,805,585
|
|
|
|
6.85
|
|
|
|
28-Sep-25
|
|
|
31-Dec-20
|
|
|
1,294,500
|
|
|
|
11.50
|
|
|
|
30-Jun-24
|
|
|
3-Nov-21
|
|
|
1,892,857
|
|
|
|
2.30
|
|
|
|
3-Nov-26
|
|
|
11-Jan-22
|
|
|
9,999,999
|
|
|
|
2.30
|
|
|
|
10-Jan-27
|
|
|
Total
|
|
|
15,121,327
|
|
|
$
|
3.90
|
|
|
|
||
FINANCIAL INSTRUMENTS
Fair Value
.
The convertible promissory note is estimated at fair value using a binomial lattice model using the following inputs: stock price (Level 1 input); risk-free rates (Level 1 input); credit spread (Level 3 input); volatility (Level 3 input).
| 58 |
Sensitivity Analysis:
|
Type
|
Valuation Technique
|
Key Inputs
|
Inter-relationship between significant inputs and fair value measurement
|
|
Convertible Promissory Note
|
The fair value of the convertible promissory note has been calculated using a binomial lattice methodology
|
Key observable inputs
·
Share price (December 31, 2021: US $3.70)
·
Risk-free interest rate (December 31, 2021: 0.67%)
·
Dividend yield (December 31, 2021: 0%)
Key unobservable inputs
·
Instrument specific spread (December 31, 2021: 45%)
·
Credit spread (December 31, 2021: 9.76%)
|
The estimated fair value would increase (decrease) if:
·
The share price was higher (lower)
·
The risk-free interest rate was higher (lower)
·
The dividend yield was lower (higher)
·
The instrument specific spread was lower (higher)
·
The credit spread was lower (higher)
|
Convertible Promissory Note, December 31, 2021
|
|
|
Comprehensive loss
|
|
|||||
|
|
|
Increase
|
|
|
Decrease
|
|
||
|
Expected volatility (10% movement vs. the model input)
|
|
|
32,775
|
|
|
|
(96,413
|
)
|
|
Credit spread (10% movement vs. the model input)
|
|
|
(265,377
|
)
|
|
|
297,216
|
|
|
Instrument specific spread (10% movement vs. the model input)
|
|
|
(265,377
|
)
|
|
|
297,216
|
|
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.
The fair values of the Company’s cash, trade and other receivables, due from related party, and accounts payable and accrued liabilities approximate carrying value, which is the amount recorded on the consolidated statement of financial position.
The Company is exposed to varying degrees to a variety of financial instrument related risks:
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 credit worthiness. 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 24% of the Company's revenue for the year ended December 31, 2021 (2020 -14%) 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.
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 s 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 $930,971 (2020-$1,530,667).
| 59 |
More than 50% of the Company's customers have been active with the Company for over four years, and the impairment of $930,971 (2020-$1,530,667) in impairment loss 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.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was as follows:
|
(in thousands)
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
||
|
EMEA
|
|
$
|
879
|
|
|
$
|
1,246
|
|
|
Australia
|
|
|
119
|
|
|
|
-
|
|
|
North America
|
|
|
546
|
|
|
|
1,491
|
|
|
Total
|
|
$
|
1,544
|
|
|
$
|
2,737
|
|
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.
The Company has a factoring agreement with external funding (Note 6).
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.
| 60 |
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. The functional currency of the Company is the USD as of October 1, 2020 as discussed in Note 2. As at December 31, 2021 the Company’s exposure to foreign currency risk with respect to financial instruments is as follows:
|
(in USD thousands)
|
|
USD
|
|
|
NIS
|
|
|
CAD
|
|
|
Total
|
|
||||
|
Financial assets and financial liabilities:
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Current assets
|
|
|
||||||||||||||
|
Cash
|
|
|
1,004
|
|
|
|
484
|
|
|
|
132
|
|
|
|
1,620
|
|
|
Trade and other receivables
|
|
|
428
|
|
|
|
840
|
|
|
|
276
|
|
|
|
1,544
|
|
|
Advances to supplier
|
|
|
470
|
|
|
|
-
|
|
|
|
-
|
|
|
|
470
|
|
|
Long term receivable
|
|
|
-
|
|
|
|
168
|
|
|
|
-
|
|
|
|
168
|
|
|
Current liabilities
|
|
|
||||||||||||||
|
Bank loan
|
|
|
-
|
|
|
|
(27
|
)
|
|
|
-
|
|
|
|
(27
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
(309
|
)
|
|
|
(992
|
)
|
|
|
(1,345
|
)
|
|
|
(2,646
|
)
|
|
Due to related party
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
|
||||
|
Future purchase consideration
|
|
|
(350
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(350
|
)
|
|
Convertible debentures
|
|
|
(3,343
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,343
|
)
|
|
Warrant liability
|
|
|
(2,177
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,177
|
)
|
|
Total
|
|
|
(4,277
|
)
|
|
|
473
|
|
|
|
(937
|
)
|
|
|
(4,741
|
)
|
|
10% fluctuation in exchange rate
|
|
|
(428
|
)
|
|
|
47
|
|
|
|
(94
|
)
|
|
|
(474
|
)
|
|
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.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
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:
| 61 |
|
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.
|
|
·
|
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.
|
| 62 |
|
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.
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 years ended December 31, 2021, 2020 and 2019 are as follows:
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Payments to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, consulting and directors’ fees
|
|
$
|
1,271,532
|
|
|
$
|
1,179,762
|
|
|
$
|
928,637
|
|
|
Share-based payments
|
|
|
235,737
|
|
|
|
261,794
|
|
|
|
656.895
|
|
|
Total
|
|
$
|
1,507,269
|
|
|
$
|
1,441,556
|
|
|
$
|
1,585,532
|
|
Other related party transactions are as follows:
|
|
|
|
|
(in thousands)
|
|
|||||||||
|
Type of Service
|
|
Nature of Relationship
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Selling and marketing expenses
|
|
VP Technology/VP Sales International
|
|
|
402
|
|
|
|
174
|
|
|
|
210
|
|
|
General and administrative expense
|
|
Companies controlled by the CEO, CFO and Directors
|
|
|
869
|
|
|
|
1,006
|
|
|
|
718
|
|
| 63 |
Loan to Director
On April 1, 2019 the Company loaned to a director and its chief Executive Officer, $200,000 USD. This loan was for a term of 5 years with interest charged at rate of 7% per annum payable quarterly. As of January 1, 2020, the interest rate on the loan was increased to 12% per annum. There were no capital repayment requirements until the end of the term when a balloon payment of the principal balance was required. The director repaid the loan in full on May 23, 2021.
|
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
.
|
Directors and Senior Management
|
Set forth below is information concerning our directors, executive officers, and other key employees.
|
Name
|
|
Age
|
|
Position(s)
|
|
Marc Seelenfreund
|
|
51
|
|
Chief Executive Officer
|
|
Gerald Bernstein
|
|
59
|
|
Chief Financial Officer
|
|
Glenn Kennedy
|
|
54
|
|
Vice President of Sales
|
|
Gidi Bracha
|
|
44
|
|
Vice President of Technology and Product Development
|
|
Luisa Ingargiola*
|
|
52
|
|
Director
|
|
Peter Goldstein
|
|
58
|
|
Director and Chairman of the Board of Directors
|
|
Michael Kron
|
|
58
|
|
Director
|
|
Steven Ospalak
|
|
53
|
|
Director
|
|
Lourdes Felix**
|
|
53
|
|
Director
|
Marc Seelenfreund
Marc Seelenfreund is the Founder and CEO of Siyata Mobile Inc. since July 2015, when the reverse takeover of Teslin Resources created Siyata Mobile Inc. Marc Seelenfreund has over 20 years’ experience in the telecom and cellular arena as founder of a leading telecom distribution company representing multiple global telecom vendors. From August 2004 to July 2015, he was the CEO of Accel Telecom Inc. a key importer and integrator of advanced telecom equipment into the Israeli telecom market. Accel Telecom Inc’s products and services included importing and distribution of mobile devices, including smartphones and feature phones, integration of cloud software, and distribution and integration of networking equipment including routers and mobile broadband solutions. Marc Seelenfreund received a law degree from Bar Ilan University and is the Chairman of Ono Academic College.
Gerald Bernstein
Gerald Bernstein has been CFO of the Company since July 2016. Mr. Bernstein was previously the VP Finance from July 2015 until June 2016 of Pazazz Printing Inc. a printing and fulfillment service to ensure a seamless flow throughout projects including printing, graphic design, direct marketing, fulfillment and logistics. Previously, Mr. Bernstein served as the VP Finance from July 2013 until February 2015 of Amcor Holdings Inc., an international real estate development and management company. From September 2003 until July 2015, Mr. Bernstein was a self-employed certified public accountant consultant, working on various mandates in mortgage financing, tax planning, turnaround, process re-engineering and private equity due diligence. Mr. Bernstein holds a Bachelor of Commerce Degree and a Graduate Diploma in Public Accountancy from McGill University. Mr. Bernstein has been a member of the Canadian Institute of Chartered Professional Accountants since 1987.
| 64 |
Glenn Kennedy
Glenn Kennedy has over 25 years of sales experience in the telecommunications industry where he has managed sales nationally for Motorola Canada, HTC Communications Canada and Sonim Technologies; Glenn Kennedy is the VP Sales of Siyata Mobile Inc. since January 2017 including product certification, sales training and education to the marketplace. Previously Mr. Kennedy severed as the Director of Carrier Sales for Sonim Technologies working exclusively on the Rogers Wireless account from October 2015 until December 2016. Mr. Kennedy was the National Account Manager for HTC Communications Canada, working exclusively on the Bell Mobility account from August 2011 until August 2015. From April 2003 until May 2011, Mr. Kennedy was the National Account Manager for Motorola Mobility, working specifically on the Telus account. Mr. Kennedy has earned a Bachelor of Arts with Honors in Business Administration from the Richard Ivey School of Business at the University of Western Ontario.
Gidi Bracha
Gidi Bracha served as a VP of Technology since 2011 and has spearheaded the development of Siyata’s various cellular products. Mr. Bracha has over 15 years of technological experience in the telecommunications industry. Mr. Bracha has served in various key positions at Cellcom, Israel’s leading cellular provider, including Head of Car Mobility Products and as a Director of Type Approvals. Mr. Bracha has served as an engineer in the Anti-Aircraft division of the air force in the IDF. Mr. Bracha holds a bachelor’s degree in Engineering and Business Management from the University of Derby.
Luisa Ingargiola
Ms. Ingargiola resigned from the Board on October 29, 2021 Ms. Ingargiola has over 20 years of experience in finance, accounting and public markets. She currently serves as chief financial officer of Avalon Globocare, a position she assumed in 2017. Ms. Ingargiola also serves as a board member and audit chair of Electra Meccanica, AgEagle Aerial Systems, BioCorRx, Inc., Vision Marine Technologies Inc., and as a director of Progress Acquisition Corporation, a special purpose acquisition corporation (SPAC). She previously served as a board member and audit chair of Globe Photos, Inc. (2018-2019), FTE Networks Inc (2016-2019), CopSync (2016-2017), and as a director of The JBF Foundation Worldwide, a non for profit (2015-2017). From 2007 to 2018 she served as chief financial officer of MagneGas Corporation. Ms. Ingargiola has significant experience in public markets, financing transactions, compliance, corporate governance, internal controls and mergers and acquisitions. She received her undergraduate degree in Business Administration from Boston University Questrom School of Business and her master’s degree from University of S. Florida.
Peter Goldstein
Mr. Goldstein has over 30 years of diverse and global entrepreneurial, client advisory and capital market experience and a successful track record in leading and building companies in the capital markets. Mr. Goldstein is experienced with mergers and acquisitions, strategic planning and transaction structuring. In 2006, Mr. Goldstein founded Grandview Capital Partners, Inc. where he continues to serve as chairman and chief executive officer to this date. He is the and chief executive officer of Exchange Listing, LLC, which he founded in 2019. He currently serves as a member of the board of directors of Cosmos Holdings, Inc. From 2013 to 2015 he served in various roles, including as a director, interim president and chief financial officer of American Patriot Brands, Inc. In 2012 he co-founded Staffing 360 Solutions, Inc., where he served in various roles, including chairman of the board of directors and principal financial officer until 2014. He received his master’s degree in international business from the University of Miami.
Michael Kron
Michael Kron combines over twelve years in the communications industry. Mr. Kron has been the director of the Company and Chair of the Audit Committee since July 27, 2015. Since May 2017, Mr. Kron has been the Chairman and CEO of AnywhereCommerce Inc., where he works closely with technology start-ups serving as an incubator. Previously, he held the role of CFO at Anywhere Commerce Inc. since June 2008. He is an independent director and chair of the Audit Committee of Digimax Global Inc. as of May 2021. He is a Chartered Professional Accountant and has a B.Com. from Concordia University.
Stephen Ospalak
Stephen Ospalak combines over twenty-one years of experience in the communications industry. Mr. Ospalak has been the director of the Company since July 27, 2015. Mr. Ospalak has been a Managing Director of Breen Management Group, Inc. (BMG) since January 2009. Previously, Mr. Ospalak was the Vice President of Products and Service Marketing at TELUS Communications Inc. from September 1999 until November 2008. Mr. Ospalak received a Bachelor of Science from the University of Toronto and an Honors Bachelor of Commerce from the University of Windsor.
| 65 |
Lourdes Felix
Lourdes Felix is a corporate finance executive offering over fifteen years of combined experience in public accounting and in the private sector in building, leading, and advising corporations through complex restructurings. Ms. Felix has been instrumental in assisting in capital procurement and implementing an audit committee. She is thoroughly experienced in guiding troubled companies to greater efficiency and profitability. Ms. Felix has acquired expertise in securities laws and knowledge of SOX requirements. She has worked with private and public SEC reporting companies. Ms. Felix was previously the controller for a mid-size public accounting firm for over seven years and was responsible for the operations and financial management of regional offices. Her experience includes a wide variety of industries including advertising, marketing, non-profit organizations, medical practices, mortgage banking, manufacturing and SEC reporting companies. She has assisted companies with documented contributions leading to improved financial performance, heightened productivity, and enhanced internal controls. Ms. Felix has been a Director of BioCorRx Inc. since March 7, 2013. Ms. Felix was appointed Chief Executive Officer of BioCorRx on November 9, 2020 and became Chief Financial Officer of BioCorRx on October 1, 2012. Ms. Felix was President of BioCorRx from February 26, 2020 until she resigned upon her appointment as CEO on November 9, 2020. Ms. Felix is very active in the Hispanic community and speaks fluent Spanish. Ms. Felix holds a Bachelor of Science degree in Business Management and Accounting from University of Phoenix.
Board Diversity Matrix
| 66 |
Family Relationships
None of our directors or executive officers has a family relationship.
|
Compensation
|
Executive Compensation
The following table sets forth certain information with respect to compensation, in US$, for the year ended December 31, 2021, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our executive officers.
|
USD
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards |
|
|
Total
|
|
||||
|
Gerald Bernstein
|
|
$
|
249,750
|
|
|
$
|
23,500
|
|
|
|
6,478
|
|
|
$
|
279,728
|
|
|
Marc Seelenfreund
(2)
|
|
|
334,610
|
|
|
|
0
|
|
|
|
168,149
|
|
|
|
503,029
|
|
|
Gidi Bracha
|
|
|
214,212
|
|
|
|
0
|
|
|
|
14,133
|
|
|
|
228,345
|
|
|
Glenn Kennedy
(3)
|
|
|
120,000
|
|
|
|
17,500
|
|
|
|
46,707
|
|
|
|
184,207
|
|
|
Total
|
|
$
|
918,572
|
|
|
$
|
41,000
|
|
|
$
|
235,737
|
|
|
$
|
1,195,309
|
|
|
(1)
|
Represents the aggregate grant date fair value computed in accordance with IFRS 2 Share-based payments. The price for each amount is based on the closing price of the trading price of our shares on the TSXV on the date of grant.
|
|
(2)
|
Includes 5,000 options at $11.50 per share issued on January 2, 2021.
|
|
(3)
|
Includes 6,000 options at $11.50 per share issued on January 18, 2021.
|
2021 Outstanding Option Awards at Fiscal Year Ended
|
Name
|
|
Number of
securities underlying unexercised options (#) |
|
|
Equity
incentive plan awards: Number of securities underlying unexercised unearned options (#) |
|
|
Option
exercise price $USD |
|
|
Option
expiration date |
|
|
Number
of shares or units of stock that have not vested (#) |
|
|
Market
value of shares of units of stock that have not vested ($) |
|
|
Equity
incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) |
|
|
Equity
incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
|
||||||||
|
Marc Seelenfreund
|
|
|
8,138
|
|
|
|
0
|
|
|
|
62.55
|
|
|
|
3/21/2024
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
95,000
|
|
|
|
47,500
|
|
|
|
6.00
|
|
|
|
11/15/2030
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
5,000
|
|
|
|
3,125
|
|
|
|
11.50
|
|
|
|
01/02/2031
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gerald Bernstein
|
|
|
2,483
|
|
|
|
2,483
|
|
|
|
40.94
|
|
|
|
1/11/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
29,000
|
|
|
|
14,500
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,000
|
|
|
|
625
|
|
|
|
11.50
|
|
|
|
01/02/2026
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Glenn Kennedy
|
|
|
2,207
|
|
|
|
0
|
|
|
|
40.38
|
|
|
|
1/22/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
||||
|
|
|
|
4,000
|
|
|
|
2,000
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
||||
|
|
|
|
6,000
|
|
|
|
3,750
|
|
|
|
11.50
|
|
|
|
02/17/2026
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Stephen Ospalak
|
|
|
1,379
|
|
|
|
0
|
|
|
|
78.47
|
|
|
|
7/22/2024
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,724
|
|
|
|
0
|
|
|
|
56.86
|
|
|
|
12/24/2023
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
20,000
|
|
|
|
10,000
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gidi Bracha
|
|
|
1,379
|
|
|
|
0
|
|
|
|
78.47
|
|
|
|
7/24/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
2,483
|
|
|
|
0
|
|
|
|
62.55
|
|
|
|
3/21/2024
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
20,000
|
|
|
|
10,000
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Brian Budd
|
|
|
690
|
|
|
|
0
|
|
|
|
78.47
|
|
|
|
02/18/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,724
|
|
|
|
0
|
|
|
|
56.86
|
|
|
|
02/18/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
6.00
|
|
|
|
02/18/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Michael Kron
|
|
|
1,379
|
|
|
|
0
|
|
|
|
78.47
|
|
|
|
7/24/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
||||
|
|
|
|
1,724
|
|
|
|
0
|
|
|
|
56.86
|
|
|
|
12/24/2023
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
20,000
|
|
|
|
10,000
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Peter Goldstein
|
|
|
20,000
|
|
|
|
10,000
|
|
|
|
6.00
|
|
|
|
11/15/2025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
||||
|
Luisa Ingargiola
|
|
|
10,000
|
|
|
|
0
|
|
|
|
11.50
|
|
|
|
10/29/2022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
||||
|
Lourdes Felix
|
|
|
20,000
|
|
|
|
17,500
|
|
|
|
4.00
|
|
|
|
10/29/2026
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| 67 |
Agreements with Named Executive Officers
Effective July 1, 2018, the Company entered into a consulting agreement with BSD Ltd. and Marc Seelenfreund, or the Seelenfreund Consulting Agreement, pursuant to which Marc Seelenfreund, as Chief Executive Officer, will be paid an initial base salary approximately $300,000. The Seelenfreund Consulting Agreement also contains change of control provisions such that if the Seelenfreund Consulting Agreement is terminated by us without good cause or Marc Seelenfreund is constructively dismissed within six months of a change of control, Marc Seelenfreund will receive a lump-sum payment equal to 36 months’ worth of salary in addition to the continuing payment of a quarterly bonus equal to 5% of the Company’s EBITDA for three years following the termination or constructive dismissal, as applicable. In the event of a hostile change of control, Marc Seelenfreund will be entitled to elect to terminate the Seelenfreund Consulting Agreement and will thereafter be entitled to receive a lump-sum payment equal to 36 months’ worth of salary in addition to the continuing payment of a quarterly bonus equal to 5% of the Company’s EBITDA for three years following the election. In July 2019, the Seelenfreund Consulting Agreement was assigned to BASAD Partners Ltd.
Effective November 1, 2020, the Company entered into a consulting agreement with Mr. Seelenfreund, or the Seelenfreund Director Service Agreement, pursuant to which Mr. Seelenfreund, as a member of the Board of Directors, will be paid an initial base salary of approximately $40,000 and granted 100,00 common stock options that vest quarterly over a two year period. The Seelenfreund Director Service Agreement also contains change of control provisions such that if there is a change of control, Mr. Seelenfreund’s stock option vesting will be accelerated.
Effective July 1, 2018, we entered into an amended and restated employment agreement with Gerald Bernstein, or the Bernstein Employment Agreement, pursuant to which Gerald Bernstein, as CFO, will be paid an initial base salary of $102,790 ($140,000 CAD) per year. The Bernstein Employment Agreement also contains change of control provisions such that if the Bernstein Employment Agreement is terminated without good cause by us or Gerald Bernstein is constructively dismissed within six months of a change of control, Gerald Bernstein will receive a lump-sum payment equal to two years’ worth of salary.
Effective November 1, 2020, we entered into an amended and restated employment agreement with Mr. Bernstein, or the Bernstein Employment Agreement, pursuant to which Mr. Bernstein, as Chief Financial Officer, will be paid an initial base salary of $225,000 per year on a three- year term. The Bernstein Employment Agreement also contains change of control provisions such that if the Bernstein Employment Agreement is terminated without good cause by us or Mr. Bernstein is constructively dismissed within six months of a change of control, Mr. Bernstein will receive a lump-sum payment equal to two years’ worth of salary. Effective November 1, 2020, Siyata entered into a two year employment with Gerald Bernstein, pursuant to which Gerald will continue to be the Chief Financial Officer and will be paid an annual base salary of $CAD300,000. Additionally, Gerald Bernstein was granted 29,000 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $6.00 per share with an expiry date of 5 years from the date of granting. In addition, on January 2, 2021, Gerald Bernstein was granted 1,000 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $11.50 per share with an expiry date of 5 years from the date of granting.
| 68 |
Effective November 26, 2018, we entered into a consulting agreement with Glenn Kennedy, or the Kennedy Consulting Agreement, pursuant to which Glenn Kennedy, as Vice President of Sales, North America, will be paid an annual fee of CAD$150,000. According to the terms of the Kennedy Consulting Agreement, Mr. Kennedy received commission of 1.5% on all North American sales of our products exceeding CAD$5,000,000 but less than CAD$18,500,00, and commission of 0.75% on sales exceeding CAD$18,500,000. Effective January 1, 2021, the Kennedy Consulting Agreement was amended to update the commission rates to be paid to Mr. Kennedy in connection with the sales of our products. Pursuant to the amendment, Mr. Kennedy will receive commission of 1.5% of the gross sales of the UV350 and CP250 devices in Canada, in international markets other than the U.S. and Israel, and to MSI, other than in Israel. Mr. Kennedy will also receive commission of 1.5% of the gross sales of boosters to Canadian carriers, International Carriers and MSIworldwide, and 0.25% of gross sales of boosters, UV350 and CP250 devices to U.S. carriers. The Kennedy Consulting Agreement can be terminated without good cause by either us or Mr. Kennedy upon 90 days’ notice.
Effective January 1, 2021, we entered into an addendum # 1 to the consulting agreement of Glenn Kennedy dated November 18, 2018, whereby the agreement is renewed for a further term of two years commencing on January 1, 2021 and expiring on December 31, 2022. The base fee will remain at $150,000 CAD per annum. The commission will be all of (i) 1.5% of gross sales of the UV350 and the CP250 in any of Canada, international markets, outside of the USA and Israel, and to Motorola worldwide (other than Motorola Israel). (ii) 1.5% of the gross sales of Boosters sold to Canadian Carriers, International carriers and Motorola worldwide, (iii) 0.25% of gross sales of boosters to the US carrier and UV350 and CP250 devices to U.S. carriers.
Effective January 1, 2020, we entered into a consulting agreement with Gidi Bracha, or the Bracha Consulting Agreement, pursuant to which Gidi Bracha, as Vice President of Technology and Product Development, will be paid an annual fee of $194,000. Additionally, Mr. Bracha will receive a car allowance of $20,000. The Bracha Consulting Agreement can be terminated without good cause by either us or Mr. Bracha upon 90 days’ notice.
Non-Employee Director Compensation
The following table sets forth information regarding compensation earned, in USD$, during the year ended December 31, 2021 by our non-employee directors who served as directors during such year.
Mr. Seelenfreund, our Chief Executive Officer, serves on our board of directors but did not receive compensation for his service as a director in 2019 nor 2018. On November 1, 2020, Mr. Seelenfreund and the Company entered into a directors’ fee agreement, whereby as consideration for his services as a member of the board, Mr. Seelenfreund shall receive cash consideration in the amount of $40,000 per year and the compensation paid to Mr. Seelenfreund as a consultant during the year ended December 31, 2020 are both set forth in the “Summary Compensation Table” below.
Effective November 1, 2020, Siyata entered into a two year consulting agreement with Stephen Ospalak, or, the Ospalak Consulting Agreement, pursuant to which Stephen Ospalak, as a member of the Board of Directors, will be paid an annual fee of $37,000. Additionally, Stephen Ospalak was granted 20,000 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $6.00 per share with an expiry date of 5 years from the date of granting.
Effective November 1, 2020, Siyata entered into a two year consulting agreement with Michael Kron, or, the Kron Consulting Agreement, pursuant to which Michael Kron, as a member of the Board of Directors, will be paid an annual fee of $53,000. Additionally, Michael Kron was granted 20,000 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $6.00 per share with an expiry date of 5 years from the date of granting.
Effective January 18, 2021, Siyata entered into a two year consulting agreement with Luisa Ingargiola, pursuant to which Luisa Ingargiola, as a member of the Board of Directors, will be paid an annual fee of $43,200. Additionally, Luisa Ingargiola was granted 20,000 stock options, to vest over a 24 month period in 8 equal tranches beginning on the date of the grant, at $11.50 per share with an expiry date of 5 years from the date of granting. As of October 29, 2021, Luisa Ingargiola resigned from the board of directors.
Effective October 29, 2021, Siyata entered into a two year consulting agreement with Lourdes Felix, pursuant to which Lourdes Felix, as a member of the Board of Directors, will be paid an annual fee of $43,200. Additionally, Lourdes Felix was granted 20,000 stock options, to vest over a 24 month period in 8 equal tranches beginning on the date of the grant, at $4.00 per share with an expiry date of 5 years from the date of granting.
| 69 |
|
Name
|
|
Salary
|
|
|
Bonus
|
|
|
Option Awards
|
|
|
|
Total
|
|
|||
|
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Steve Ospalak
|
|
$
|
37,084
|
|
|
$
|
7,500
|
|
|
$
|
60,212
|
|
|
$
|
104,795
|
|
|
Brian Budd*
|
|
$
|
8,382
|
|
|
$
|
45,500
|
|
|
$
|
60,212
|
|
|
$
|
68,593
|
|
|
Michael Kron
|
|
$
|
52,333
|
|
|
$
|
7,500
|
|
|
$
|
60,212
|
|
|
$
|
120,044
|
|
|
Peter Goldstein
|
|
$
|
42,000
|
|
|
$
|
7,500
|
|
|
$
|
60,212
|
|
|
$
|
109,711
|
|
|
Luisa Ingargiola**
|
|
$
|
34,374
|
|
|
$
|
-
|
|
|
$
|
139,385
|
|
|
$
|
173,759
|
|
|
Lourdes Felix***
|
|
$
|
7,200
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,200
|
|
|
Total
|
|
$
|
181,373
|
|
|
$
|
68,000
|
|
|
$
|
380,232
|
|
|
$
|
629,605
|
|
|
*
|
Brian Budd was not re-nominated at our annual shareholders meeting.
|
|
**
|
Luisa Ingargiola was nominated to the board of directors as of February 18, 2021 and resigned as of October 29, 2021.
|
|
***
|
Lourdes Felix was appointed to the board of directors as of October 29, 2021.
|
|
Board Practices
|
Board of Directors Structure
Our board of directors currently consists of five directors three of whom we consider to be “independent” within the meaning of Section 5605(a)(2) of the NASDAQ Listing Rules and meet the criteria for independence set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Our articles of association provide that the board of directors must be composed of the greater of three members and the number set by ordinary resolution of our shareholders, which was set at five members. Our directors serve until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. For more information on the date of expiration of each director’s term and the length of time each director has served, see “Item 6.A. Directors and Senior Management.” Our directors may be removed at any time, with or without cause, by a resolution of the shareholders’ meeting. See “Item 10.B. Memorandum and Articles of Association.”
Terms of Directors and Executive Officers
Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.
Qualification
There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.
Insider Participation Concerning Executive Compensation
Marc Seelenfreund has been involved in all determinations regarding executive officer compensation since the inception of the Company. He will continue to make such decisions until the Compensation Committee is established immediately prior to the consummation of this offering.
Committees of the Board of Directors
We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which acts pursuant to a charter governing the authority and responsibility of each committee. We have determined that Stephen Ospalak, Michael Kron and Luisa Ingargiola will satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. Each committee’s members and functions are described below.
Audit Committee
. Our audit committee consists of Stephen Ospalak, Michael Kron and Lourdes Felix. Michael Kron is the chairperson of our audit committee. Our board also has determined that Michael Kron qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| 70 |
|
●
|
appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
|
|
●
|
reviewing with the independent auditors any audit problems or difficulties and management’s response;
|
|
●
|
discussing the annual audited financial statements with management and the independent auditors;
|
|
●
|
reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;
|
|
●
|
reviewing and approving all proposed related party transactions;
|
|
●
|
meeting separately and periodically with management and the independent auditors; and
|
|
●
|
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
|
Compensation Committee
. We follow home country rules with respect to the composition and responsibilities of our compensation committee. Our compensation committee consists of Peter Goldstein, Stephen Ospalak and Michael Kron. Peter Goldstein is the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
|
●
|
reviewing and approving the total compensation package for our most senior executive officers;
|
|
●
|
approving and overseeing the total compensation package for our executives other than the most senior executive officers;
|
|
●
|
reviewing and recommending to the board with respect to the compensation of our directors;
|
|
●
|
reviewing periodically and approving any long-term incentive compensation or equity plans;
|
|
●
|
selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and
|
|
●
|
reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
|
Nominating and Corporate Governance Committee
. We follow home country rules with respect to the composition and responsibilities of our nominating and corporate governance committee. Our nominating and corporate governance committee consists of Peter Goldstein, Michael Kron and Lourdes Felix. Ms. Felix is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee are responsible for, among other things:
|
●
|
identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;
|
|
●
|
reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;
|
|
●
|
identifying and recommending to our board the directors to serve as members of committees;
|
| 71 |
|
●
|
advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and
|
|
●
|
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
|
Code of Business Conduct and Ethics
Our board of directors has not yet adopted a code of business conduct and ethics because none of the markets that our Common shares is registered under requires us to have one. We plan on adopting a code of business conduct and ethics prior to this registration statement becoming effective.
Equity Incentive Plans
On January 6, 2022, our board of directors approved an amended and restated equity incentive plan (the “Plan”), which has replaced our previous stock option plan in its entirety. The Plan permits the Corporation to issue stock options and restricted share units (“RSUs”) to eligible directors, officers, employees, and consultants of the Company. The maximum number of Common shares issued under the Plan, together with any other securities-based compensation, may not exceed 15% of the number of the issued and outstanding Common shares on a fully-diluted basis.
Stock options are exercisable for Common shares. The exercise price of each stock option shall not be less than the market price of the Common shares at the date of grant. Options can have a maximum term of ten years and typically terminate 30 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 our board of directors at the time the options are granted.
RSUs are redeemable for Common shares, a cash amount in lieu thereof, or a combination of Common shares and cash., less a discount of up to 25%. RSUs typically terminate on the termination of the RSU holder’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Corporation’s board of directors at the time the options are granted. In the event of a change of control, RSUs will immediately vest and be settled for Common shares, a cash amount in lieu thereof, or a combination of Common shares and cash.
As of March 31, 2022, the number of Common Shares reserved for the exercise of awards granted under the Plan was 4,873,514. In addition, as of March 31, 2022, options to purchase 1,182,464 Common Shares were issued and outstanding, out of which options to purchase 318,588 Common Shares were vested as of that date, with an average exercise price of $5.24. Exercise prices in CAD$ are translated into U.S. dollars at the rate of CAD$1.253 = U.S. $1.00, based on the closing rate of exchange between the CAD$ and the U.S. dollar as reported by Bank of Canada on March31, 2022. In addition, restricted share units to purchase 3,075,000 Common Shares were issued and outstanding at March 31, 2022 out of which restricted share units to purchase 978,750 Common Shares were vested as of that date.
Under the Plan, the maximum number of Common Shares reserved for issuance may not exceed 10% of the total number of issued and outstanding Common Shares at the time of granting.
Our Plan was adopted by our board of directors on January 6, 2022 and was approved by our shareholders at our annual general and special meeting on February 14, 2022.
|
Employees
|
Employees
As of December 31, 2021, we had 27 full-time employees and no part-time employees. Ten of our employees are located in Israel, with three performing sales functions, four performing research and development functions, and four performing operations. Of the remaining 17 employees, 13 are located in Canada, with six performing sales functions and nine performing operational functions and 4 are located in the United States of America, all performing sales functions.
| 72 |
As of December 31, 2020, we had twenty-five full-time employees and no part-time employees. Ten of our employees are located in Israel, with two performing sales functions, four performing research and development functions, and four performing operations. The other fifteen employees are located in North America, with four sales members in the USA and eleven employees in Canada of which five are performing sales functions, and six are performing operations functions.
None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all of our employees. However, in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.
|
Share Ownership
|
See “Item 7. Major Shareholders and Related Party Transactions-A. Major shareholders.”
|
Major Shareholders
|
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Shares as of December 31, 2021 by:
|
|
●
|
each of our directors and executive officers; and
|
|
|
●
|
each person known to us to beneficially own more than 5% of our Common Shares on an as-converted basis.
|
Except as indicated in footnotes to this table, we believe that the shareholder named in this table has sole voting and investment power with respect to all shares shown to be beneficially owned by it, based on information provided to us by such shareholder. The shareholders listed below do not have any different voting rights from any of our other shareholders.
Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Siyata Mobile Inc., 1001 Lenoir St Suite A-414, Montreal, QC H4C 2Z6, 514-500-1181. Accel Telecom Ltd.’s address is 43 Meshek Bnei Atarot Israel 6099100.
|
|
|
Number of
Shares Beneficially Owned
(1)
|
|
|
Percentage of
Shares Beneficially Owned
(2)
|
|
||
|
Greater than 5% Shareholders:
|
|
|
|
|||||
|
The Phoenix Holdings Ltd.
(3)
|
|
|
650,000
|
|
|
|
12.3
|
%
|
|
Directors and Executive Officers:
|
|
|
|
|||||
|
Marc Seelenfreund
|
|
|
131,311
|
(4)(5)
|
|
|
2.5
|
%
|
|
Gerald Bernstein
|
|
|
34,978
|
(6)
|
|
|
*
|
*
|
|
Glenn Kennedy
|
|
|
8,207
|
(7)
|
|
|
*
|
|
|
Gidi Bracha
|
|
|
22,483
|
(8)
|
|
|
*
|
|
|
Brian Budd**
|
|
|
22,414
|
(9)
|
|
|
*
|
|
|
Peter Goldstein***
|
|
|
60,000
|
(10)
|
|
|
1.1
|
%
|
|
Luisa Ingargiola****
|
|
|
10,000
|
(11)
|
|
|
*
|
|
|
Stephen Ospalak
|
|
|
23,104
|
(12)
|
|
|
*
|
|
|
Michael Kron
|
|
|
24,231
|
(13)
|
|
|
*
|
|
|
Lourdes Felix*****
|
|
|
20,000
|
|
|
|
*
|
|
|
All Directors and Executive Officers as a Group (10 persons)
|
|
|
356,727
|
|
|
|
6.8
|
%
|
| 73 |
|
*
|
Less than 1%
|
|
**
|
Brian Budd was not re-nominated at our annual shareholders meeting.
|
|
***
|
Peter Goldstein became a Director effective November 1, 2020 and became Chairman of the Board of directors effective February 23, 2021.
|
|
****
|
Luisa Ingargiola became a Director effective February 23, 2021 and resigned from the Board on October 29, 2021.Prior to her resignation, 10,000 options had vested.
|
|
*****
|
Lourdes Felix became a Director effective October 29, 2021.
|
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person, even if not the record owner, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the “beneficial owner” of securities that the person has the right to acquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity.
|
|
(2)
|
The percentages shown are based on 5,276,695 common shares issued and outstanding as of December 31, 2021.
|
|
(3)
|
The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13G on February 10, 2021 and consists of 650,000 common shares. The common shares are reported as beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. These subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the subsidiaries operates under independent management and makes its own independent voting and investment decisions. The address of the holder is c/o Phoenix Holdings Ltd., Derech Hashalom 53, Givataim, 53454, Israel.
|
|
(4)
|
Accel is the holder of 23,173 common shares of which Mr. Seelenfreund receives a pecuniary interest. Accel Telecom Ltd. retains full ability to vote and dispose on such shares.
|
|
(5)
|
Represents 108,138 options convertible to Common Shares held by Mr. Seelenfreund.
|
|
(6)
|
Represents 34,966 options convertible to Common Shares held by Mr. Bernstein plus 12 common shares.
|
|
(7)
|
Represents 8,207 options convertible to Common Shares held by Mr. Kennedy.
|
|
(8)
|
Represents 22,482 options convertible to Common shares held by Gidi Bracha.
|
|
(9)
|
Represents 22,414 options convertible to Common Shares held by Mr. Budd.
|
|
(10)
|
Represents 20,000 options convertible to Common shares held by Peter Goldstein as well 40,000 common shares that is held by a Company under his control.
|
|
(11)
|
Represents 20,000 options convertible to Common shares held by Luisa Ingargiola.
|
|
(12)
|
Represents 23,103 options convertible to Common Shares held by Mr. Ospalak as well as 1 share.
|
|
(13)
|
Includes 23,103 options convertible to Common Shares held by Mr. Kron as well as 1,128 common shares.
|
| 74 |
Changes in Percentage Ownership by Major Shareholders
Record Holders
Over the course of 2020, there were increases in the percentage ownership of our major shareholders. The Phoenix Holdings Ltd. acquired 650,000 of our common shares, representing an increase of their holdings from 0% to 13.5%, as a result of a private placement transaction we closed in December 2020. In addition, Psagot Investment House Ltd. sold all of their common shares as of December 31, 2021.
Based upon a review of the information provided to us by Computershare Limited, there were 60 holders of record of the common shares.
These numbers are not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.
The Company is not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to the Company which would result in a change in control of the Company at a subsequent date.
|
Related Party Transactions
|
Other than as disclosed below, and except for the regular salary and bonus payments, including any equity-based issuances, made to our directors and officers in the ordinary course of business as described under “Item 6. Directors, Senior Management and Employees–B. Compensation,” there have been no transactions since January 1, 2019, or any currently proposed transaction or series of similar transactions to which we were or are to be a party, in which the amount involved exceeds $120,000 and in which any of our current or former director or officer of the, any 5% or greater shareholder of ours’ or any member of the immediate family of any such persons had or will have a direct or indirect material interest.
Loan to Seelenfreund
On April 1, 2019 the Company and BSD Capital Ltd, an entity controlled by Marc Seelenfreund, the CEO and a Director of the Company, entered into a Loan Agreement, whereby the Company issued a promissory note in the amount of USD$ 200,000 to BSD Capital Ltd (the “Promissory Note”). This promissory note is due in five years with interest charged at the rate of 7% per annum payable quarterly. There are no principal repayment requirements until the end of the term when a balloon payment of the principal balance is required.
On January 1, 2020 the Company, BSD Capital Ltd., and Basad Partners Ltd. entered into an assignment and amending agreement whereby BSD Capital Ltd assigned its right, title and interest in Basad Partners Ltd. in the Promissory Note and that the interest rate of the note shall be increased to 12.5% per annum.
The loan was repaid on May 23, 2021.
Balances and transactions with Accel Telecom Ltd.
Until September 30, 2018, the Company had a management agreement with a related company, Accel Solutions Ltd., a leading Israeli telecom distribution company (“Accel”). Shamrock Israel Fund is a major indirect shareholder in Siyata via its ownership in Accel. As part of the agreement, the Company paid Accel USD$25,000 per month for management services (including services related to office space rent, insurance, accounting services, general operations, administration, and other). From October 1, 2018 the monthly fee was reduced to USD$11,000 per month (2017 – 12 months at USD$25,000). Included in due to related party as at December 31, 2019 is a balance payable to Accel of USD$100,0791 (December 31,2018 balance due of USD$198,000). The balance is non-interest bearing.
Non-Exclusive Distribution Agreement with Accel Solutions Ltd.
In November 2019 Signifi entered into a nonexclusive distribution agreement with Accel. During 2019, the Company sold $259,600 USD worth of merchandise to Accel Solutions Ltd at a fair market value price consistent with arm’s length transactions.
| 75 |
Convertible Debenture with Accel Solutions Ltd.
On June 23, 2020, the Company entered into an agreement with Accel in connection with a non-brokered private placement financing (the “Convertible Debentures Offering”) pursuant to which Accel subscribed for 1,330 senior unsecured convertible debentures (the “Convertible Debentures”) at an issue price of CDN$l,000 per Convertible Debenture for aggregate gross proceeds of approximately USD$1,000,000. Each Convertible Debenture is convertible, at the option of the holder, into 3,333 Common Shares at a price of CDN$0.30 (the “Conversion Price”) per Common Share, subject to adjustment in certain events. Each Convertible Debenture will bear interest at a rate of 10.0% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments will accrue and be added to the principal amount of the Convertible Debenture. The Convertible Debentures will mature 12 months (the “Maturity Date”) after the date of issuance and are redeemable at 101% of the face value at any time after the closing date. Accel also received 1,330,000 common share purchase warrant (each, a “Accel Warrant”). Each Accel Warrant entitles the holder to acquire one Common Share at an exercise price of CDN$0.30 per share for a period of 12 months after the date of issue. The Convertible Debenture was repaid in full in January 2021.
Purchase of Units by Marc Seelenfreund
Marc Seelenfreund, CEO and director of the Company, purchased an aggregate of 360,000 August 2020 Units in connection with the Company’s August 2020 Financing.
|
Interests of Experts and Counsel
|
Not applicable.
|
Consolidated Statements and Other Financial Information
|
See “Item 18. Financial Statements.”
Legal Proceedings
From time to time, we are involved in various routine legal proceedings incidental to the ordinary course of our business. We do not believe that the outcomes of these legal proceedings have had in the recent past, or will have (with respect to any pending proceedings), significant effects on our financial position or profitability.
Dividends
Subject to the provisions of the Business Corporations Act and any rights attaching to any class or classes of shares under and in accordance with the articles:
|
|
(a)
|
the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and
|
|
|
(b)
|
our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.
|
Unless provided by the rights attached to a share, no dividend shall bear interest.
We have never declared or paid any dividends on our common shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
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Payment of dividends may be subject to Canadian withholding taxes. See “Item 10.E. Taxation”, for additional information.
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Significant Changes
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No significant change, other than as otherwise described in this Annual Report, has occurred in our operations since the date of our consolidated financial statements included in this Annual Report.
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Offer and Listing Details
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On September 25, 2020, our common shares and warrants commenced trading on the Nasdaq Capital Market under the symbol “SYTA” and “SYTAW,” respectively.
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Plan of Distribution
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Not applicable.
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Markets
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Our Common Shares and warrants are listed on the Nasdaq Capital Market.
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Selling Shareholders
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Not applicable.
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Dilution
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Not applicable.
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Expenses of the Issue
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Not applicable.
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Share Capital
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See
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS – “SHARE CAPITAL” above.
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Memorandum and Articles of Association
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A copy of our amended and restated articles of association is attached as Exhibit 1.1 to this Annual Report. The information called for by this Item is incorporated by reference from our prospectus dated September 25, 2020, filed with the SEC on September 29, 2020. (Registration Nos. 333-248254 and 333-249034)/Exhibit 2(d) to this Annual Report
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Material Contracts
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The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are or have been a party, for the two years immediately preceding the date of this Annual Report:
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Exchange Controls
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There are no laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of our Common Shares.
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Taxation
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Canadian Tax Considerations
The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations under the
Income Tax Act
(Canada) (the “
Tax Act
”) and the regulations thereunder (the “
Regulations
”) generally applicable to an investor who holds Common Shares and Warrants. For purposes of this summary, references to Common Share includes Common Share acquired on the exercise of a Warrant (“
Warrant Share
”) unless otherwise indicated. This summary applies only to an investor who is a beneficial owner of Common Shares and Warrants and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at arm’s length with the Company, (ii) is not affiliated with the Company; and (iii) acquires and holds the Common Shares, Warrants and any Common Shares acquired on the exercise of the Warrants as capital property (a “
Holder
”).
Common Shares and Warrants will generally be considered to be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a Holder: (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act, (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) an interest in which is a “tax shelter investment” for purposes of the Tax Act; (iv) that has made a functional currency reporting election under section 261 of the Tax Act to report its “Canadian tax results” as defined in the Tax Act in a currency other than Canadian currency; (v) that has entered into, or will enter into, a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act) with respect to the Common Shares or Warrants; or (vi) that receives dividends on Common Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act). This summary does not address the deductibility of interest by a Holder who has borrowed money to acquire the Common Share or Warrants. Such Holders should consult their own tax advisors.
Additional considerations, not discussed herein, may apply to a Holder that is a corporation resident in Canada, and is or becomes (or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares or Warrants, controlled by a non-resident person or a group of non-resident persons that do not deal with each other at arm's length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.
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This summary is based on the current provisions of the Tax Act and the Regulations in force on the date hereof, all specific proposals to amend the Tax Act or the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “
Proposed Amendments
”) and counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the “
CRA
”) publicly available prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or in the administrative practices or assessing policies of CRA, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this summary.
This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Common Share or Warrants. The following description of income tax matters is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders are urged to consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.
Exercise of Warrants
A Holder will not realize a gain or loss upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares of the Company (if any) held as capital property immediately before the exercise of the Warrant.
Taxation of Resident Holders
The following portion of this summary applies to a Holder who, for the purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (a “
Resident Holder
”). A Resident Holder whose Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors regarding this election.
Expiry of Warrants
The expiry of an unexercised Warrant generally will result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. The tax treatment of capital gains and capital losses is discussed in greater detail below under the heading “
Capital Gains and Capital Losses
”.
Dividends
Dividends received or deemed to be received on the Common Shares will be included in computing a Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as such terms are defined in the Tax Act). An enhanced gross-up and dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.
Dividends received or deemed to be received on the Common Shares by a Resident Holder that is a corporation will be included in computing its income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.
A Resident Holder that is a “private corporation” as defined in the Tax Act or a “subject corporation” as defined in subsection 186(3) of the Tax Act may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Common Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. Such Resident Holders should consult their own tax advisors in this regard.
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Dispositions of Common Shares
Disposition of Common Shares and Warrants
A Resident Holder who disposes, or is deemed to dispose, of a Common Share (other than on a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market), or a Warrant (other than on the exercise thereof) generally will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of such Common Shares or Warrant, as the case may be, immediately before the disposition or deemed disposition. The taxation of capital gains and losses is generally described below under the heading “
Capital Gains and Capital Losses
”.
Capital Gains and Capital Losses
Generally, a Resident Holder is required to include in computing income for a taxation year one-half of the amount of any capital gain (a “
taxable capital gain
”) realized by the Resident Holder in such taxation year. Subject to and in accordance with the rules contained in the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “
allowable capital loss
”) realized in a particular taxation year against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.
The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a Common Share may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on such shares, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.
A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains. Such Resident Holders should consult their own tax advisors.
Alternative Minimum Tax
Generally, a Resident Holder that is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of the Common Shares or Warrant may be liable for alternative minimum tax under the Tax Act. Resident holders should consult their own tax advisors with respect to the application of alternative minimum tax.
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Taxation of Non-Resident Holders
The following portion of this summary is generally applicable to Holders who, for the purposes of the Tax Act and at all relevant times: (i) are not resident or deemed to be resident in Canada, and (ii) do not use or hold Common Shares or Warrant in the course of a business carried on or deemed to be carried on in Canada (“
Non-Resident Holders
”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere
or that is an “authorized foreign bank” (as defined in the Tax Act)
. Such Non-Resident Holders should consult their own tax advisors.
Dividends
Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the
Canada-United States Tax Convention (1980)
, as amended (the “
Treaty
”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the Treaty (a “
U.S. Holder
”) is generally reduced to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. Non-Resident Holders should consult their own tax advisors regarding the application of the Treaty or any other tax treaty.
Disposition of Common Shares and Warrants
A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Shares or Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless such securities, as the case may be, constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.
Provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the Nasdaq), at the time of disposition, the Common Shares, and Warrant generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition, (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by, or belonged to, any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, the Common Shares and Warrant may also be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares or Warrant constitute “taxable Canadian property” in their own particular circumstances.
In the event that a Common Share or Warrant constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for Resident Holders under “
Taxation of Resident Holders – Disposition of Common Shares and Warrants
” and “
Capital Gains and Capital Losses
” will generally apply to the Non-Resident Holder. Non-Resident Holders whose Common Shares or Warrant are taxable Canadian property should consult their own tax advisors.
THE FOREGOING SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF COMMON SHARE OR WARRANTS AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF COMMON SHARE OR WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, HOLDING AND DISPOSING OF THE COMMON SHARE OR WARRANTS.
ELIGIBILITY FOR INVESTMENT
In the opinion of Cassels Brock & Blackwell LLP, Canadian counsel to the
Company
, based on the current provisions of Tax Act and the Regulations thereunder, in force as of the date hereof, the Common Shares and Warrants, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund,
registered education savings plan, registered disability savings plan, tax-free savings account (collectively referred to as “
Registered Plans
”) or deferred profit sharing plan (“
DPSP
”) at the time of the acquisition of such Common Shares and Warrant, provided that at such time:
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(i)
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in the case of the Common Shares, the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the Nasdaq) or the Company qualifies as a “public corporation” (as defined in the Tax Act); and
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(ii)
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in the case of the Warrants,
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a.
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the Warrants are listed on a “designated stock exchange” as defined in the Tax Act; or
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the Warrant Shares are qualified investments as described in (i) above and neither the Company, nor any person with whom the Company does not deals at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.
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Notwithstanding the foregoing, the holder of, or annuitant or subscriber under, a Registered Plan (the “
Controlling Individual
”) will be subject to a penalty tax in respect of
the Common Shares
or Warrants held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A
Common Share
or Warrant generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Company for the purposes of the
Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Company. In addition, the
Common Shares
will generally not be a “prohibited investment” if such shares are “excluded property” (as defined in subsection 207.01(1) of the Tax Act) for the Registered Plan.
Prospective purchasers who intend to hold Common Shares or Warrant in a Registered Plan or DPSP should consult their own tax advisors regarding their particular circumstances.
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U.S. Tax Considerations
U.S. Federal Income Tax Considerations
THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF COMMON SHARES, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.
Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the Common Shares. For this purpose, a “U.S. Holder” is a holder of Common Shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. Treasury regulations) created or organized under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; or (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations.
This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase our Common Shares. This summary generally considers only U.S. Holders that will own our Common Shares as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax consequences to a person that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof (including with respect to the Tax Cuts and Jobs Act), and the U.S./Canada Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the IRS with regard to the U.S. federal income tax treatment of an investment in our Common Shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.
This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder based on such holder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local, excise or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity:” (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our Common Shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our Common Shares as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts or grantor trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, Common Shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of partnerships (or other pass-through entities) or persons who hold Common Shares through a partnership or other pass-through entity are not addressed.
Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing of our Common Shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.
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Taxation of Dividends Paid on Common Shares
We do not intend to pay dividends in the foreseeable future. In the event that we do pay dividends, and subject to the discussion under the heading “Passive Foreign Investment Companies” below and the discussion of “qualified dividend income” below, a U.S. Holder will be required to include in gross income as ordinary income the amount of any distribution paid on Common Shares (including the amount of any Canadian tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis for the Common Shares to the extent thereof, and then capital gain. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income.
In general, preferential tax rates for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program. The IRS has stated that the Canada/U.S. Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.
In addition, our dividends will be qualified dividend income if our Common Shares are readily tradable on the Nasdaq Capital Market or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a PFIC, as described below under “Passive Foreign Investment Companies.” A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our Common Shares for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our Common Shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.
The amount of a distribution with respect to our Common Shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Canadian taxes withheld therefrom. Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. dollar value. If the U.S. Holder subsequently converts the NIS into U.S. dollars or otherwise disposes of it, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.
Taxation of the Disposition of Common Shares
Except as provided under the PFIC rules described below under “Passive Foreign Investment Companies,” upon the sale, exchange or other disposition of our Common Shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis for the Common Shares in U.S. dollars and the amount realized on the disposition in U.S. dollar (or its U.S. dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale, exchange or other disposition of Common Shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition. Individuals who recognize long-term capital gains may be taxed on such gains at reduced rates of tax. The deduction of capital losses is subject to various limitations.
Gain realized by a U.S. Holder on a sale, exchange or other disposition of Common Shares will generally be treated as U.S. source income for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the sale, exchange or other disposition of Common Shares is generally allocated to U.S. source income. The deductibility of a loss realized on the sale, exchange or other disposition of Common Shares is subject to limitations. An additional 3.8% net investment income tax (described below) may apply to gains recognized upon the sale, exchange or other taxable disposition of our Common Shares by certain U.S. Holders who meet certain income thresholds.
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Passive Foreign Investment Companies
Special U.S. federal income tax laws apply to U.S. taxpayers who own shares of a corporation that is a PFIC. We will be treated as a PFIC for U.S. federal income tax purposes for any taxable year that either:
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75% or more of our gross income (including our pro rata share of gross income for any company, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive; or
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At least 50% of our assets, averaged over the year and generally determined based upon fair market value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income.
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For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from notional principal contracts. Cash is treated as generating passive income.
We do not expect that we will be treated as a PFIC for the current taxable year. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of our Common Shares. Accordingly, there can be no assurance that we currently are not or will not become a PFIC.
If we currently are or become a PFIC, each U.S. Holder who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our Common Shares at a gain: (1) have such distribution or gain allocated ratably over the U.S. Holder’s holding period for the Common Shares, as the case may be; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to these special U.S. federal income tax rules.
The PFIC rules described above would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the Common Shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. We do not intend to furnish U.S. Holders annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. Therefore, the QEF election will not be available with respect to our Common Shares.
In addition, the PFIC rules described above would not apply if we were a PFIC and a U.S. Holder made a mark-to-market election. A U.S. Holder of our Common Shares which are regularly traded on a qualifying exchange, including the Nasdaq Capital Market, can elect to mark the Common Shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the Common Shares and the U.S. Holder’s adjusted tax basis in the Common Shares. Losses are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years.
U.S. Holders who hold our Common Shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC. U.S. Holders are strongly urged to consult their tax advisors about the PFIC rules.
Tax on Net Investment Income
Subject to certain adjustments under the PFIC rules, U.S. Holders who are individuals, estates or trusts will generally be required to pay a 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our Common Shares), or in the case of estates and trusts on their net investment income that is not distributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.
| 84 |
Tax Consequences for Non-U.S. Holders of Common Shares
Except as provided below, an individual, corporation, estate or trust that is not a U.S. Holder referred to below as a non-U.S. Holder, generally will not be subject to U.S. federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our Common Shares.
A non-U.S. Holder may be subject to U.S. federal income tax on a dividend paid on our Common Shares or gain from the disposition of our Common Shares if: (1) such item is effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States and, if required by an applicable income tax treaty is attributable to a permanent establishment or fixed place of business in the United States; or (2) in the case of a disposition of our Common Shares, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the disposition and other specified conditions are met. Any dividend income or gain described in clause (1) above will be subject to U.S. federal income tax on a net income tax basis in the same manner as a U.S. Holder and, with respect to corporate holders, a branch profits tax imposed at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) may also apply to its effectively connected earnings and profits (subject to adjustments). Any dividend income or gain described in clause (2) above that is not effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the U.S. generally will be subject to 30% withholding tax (or such lower rate as may be specified by an applicable income tax treaty) net of certain U.S. source capital losses.
In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our Common Shares if payment is made through a paying agent, or office of a foreign broker outside the United States. However, if payment is made in the United States or by a U.S. related person, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides an applicable IRS Form W-8 (or a substantially similar form) certifying its foreign status, or otherwise establishes an exemption.
The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
Information Reporting and Withholding
A U.S. Holder may be subject to backup withholding at a rate of 24% with respect to cash dividends and proceeds from a disposition of Common Shares. In general, backup withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.
|
Dividends and Paying Agents
|
Not applicable.
|
Statement by Experts
|
Not applicable.
|
Documents on Display
|
We are subject to certain information reporting requirements of the Exchange Act, applicable to foreign private issuers and under those requirements will file reports with the SEC. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC will also available to the public through the SEC’s website at www.sec.gov.
| 85 |
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may furnish to the SEC, on a Form 6-K, unaudited quarterly financial information.
We maintain a corporate website https://www.siyatamobile.com/. Information contained on, or that can be accessed through, our website and the other websites referenced above do not constitute a part of Annual Report. We have included these website addresses in this Annual Report solely as inactive textual references.
|
Subsidiary Information.
|
On March 31, 2021, the Corporation’s indirectly and wholly-owned subsidiary ClearRF Nevada Inc. acquired all of the issued and outstanding interests of Clear RF, LLC (“ClearRF”), a Washington State limited liability company, for a total purchase price of US$700,000 in a combination of cash and Common Shares. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications, and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things” (IoT) applications.
In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.
Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-minus. Accordingly, a substantial majority of our cash and cash equivalents is held in deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of CAD$/US$ exchange rates as well as NIS/US$ exchange rates, which are discussed in detail in the following paragraph.
Foreign Currency Exchange Risk
We operate primarily in Canada, U.S. and Israel, and approximately 19% and 36% of our expenses are denominated in CAD$ and NIS, respectively. We are therefore exposed to market risk, which represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We are subject to fluctuations in foreign currency rates in connection with these arrangements. Changes of 5% and 10% in the CAD$/US$ exchange rate would have increased/decreased operating expenses by approximately 4% and 8%, respectively, in 2020, while such changes to the NIS/US$ exchange rate would have increased/decreased operating expenses by approximately 1% and 2%, respectively, in 2020.
By purchasing in US$ from Asian suppliers and with the majority of our sales in US$, we partially hedge our foreign currency exchange rate risk to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.
| 86 |
|
Debt Securities
|
Convertible Debentures
|
Dec 23/21
|
|
|
June 23/21
|
|
|
Dec 28/20
|
|
|
Nov 2/23
|
|
|
|||||||||
|
$CAD7.866M
M |
|
|
$CAD1.58M
M |
|
|
$CAD
4.6MM |
|
|
$6.0MM
USD |
|
|
Total
|
|
|||||||
|
Balance December 31, 2019
|
|
|
4,049,349
|
|
|
|
0
|
|
|
|
1,047,661
|
|
|
|
-
|
|
|
|
5,097,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and accretion expense
|
|
|
1,536,081
|
|
|
|
91,149
|
|
|
|
116,890
|
|
|
|
-
|
|
|
|
1,744,120
|
|
|
Interest paid or accrued
|
|
|
(715,763
|
)
|
|
|
(58,889
|
)
|
|
|
(56,551
|
)
|
|
|
-
|
|
|
|
(831,203
|
)
|
|
Rollover to the 10% convertible debenture
|
|
|
-
|
|
|
|
-
|
|
|
|
(186,359
|
)
|
|
|
-
|
|
|
|
(186,359
|
)
|
|
Issuance of the 10% convertible debenture
|
|
|
-
|
|
|
|
1,113,657
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,113,657
|
|
|
Repayment of 10.5% convertible debenture
|
|
|
-
|
|
|
|
-
|
|
|
|
(890,794
|
)
|
|
|
-
|
|
|
|
(890,794
|
)
|
|
Foreign exchange adjustment
|
|
|
186,165
|
|
|
|
-
|
|
|
|
(30,847
|
)
|
|
|
-
|
|
|
|
155,318
|
|
|
Convert $75,000 debentures into share capital
|
|
|
(40,980
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40,980
|
)
|
|
Balance December 31, 2020
|
|
|
5,014,852
|
|
|
|
1,145,917
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,160,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and accretion expense
|
|
|
1,893,494
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,893,494
|
|
|
Interest paid or accrued
|
|
|
(746,145
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(746,145
|
)
|
|
Issuance of the $6MM debenture
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,395,881
|
|
|
|
4,395,881
|
|
|
Repayment of 10% convertible debenture
|
|
|
-
|
|
|
|
(1,145,917
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,145,917
|
)
|
|
Repayment of the 12% debenture
|
|
|
(6,162,201
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,162,201
|
)
|
|
Unamortized fair value difference-opening
|
|
|
-
|
|
|
|
(1,341,948
|
)
|
|
|
(1,341,948
|
)
|
||||||||
|
Amortization of fair value difference
|
|
|
111,830
|
|
|
|
111,830
|
|
||||||||||||
|
Change in fair value of debenture
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
177,530
|
|
|
|
177,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Dec 31, 2021
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,343,293
|
|
|
|
3,343,293
|
|
|
Current portion of debenture
|
|
|
(1,421,911
|
)
|
|
|
(1,421,911
|
)
|
||||||||||||
|
Long term portion of debenture
|
|
|
1,921,382
|
|
|
|
1,921,382
|
|
||||||||||||
| 87 |
(a) On December 28, 2017, the Company issued 4,600 unsecured convertible debentures at a price of $1,000 CAD per unit. Each debenture was convertible into 11.5 common shares of the Company at $87.00 CAD per common share with a maturity date of June 28, 2020.
Each Convertible Debenture unit bore an interest rate of 10.5% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments was to accrue and be added to the principal amount of this Convertible Debenture. From January 1, 2020, until its maturity on June 28, 2020, the Company paid $56,550 in interest related to the convertible debentures, included within finance expense in profit and loss.
On December 22, 2019, a portion of the 10.5% debenture holders rolled over the net present value of their holdings totaling $2,287,452 with a maturity value of $2,423,656 ($3,155,00 CAD) into $2,549,155 ($3,319,000 CAD) of face value 12% convertibles debentures as more fully described below.
The exchange of debt instruments between the debenture holders and the Company satisfied the criteria under IFRS 9, Financial Instruments, as a substantial modification, and therefore was treated as an extinguishment of the previous debt and a recognition of a new financial liability. In connection, a loss of $136,204 was recorded within finance expense (income) in profit or loss, as the difference between the carrying amount of the financial liability extinguished and the consideration paid, which is comprised of the newly issued debentures.
The remaining portion of the 10.5% Convertible Debentures matured on June 28, 2020 and were repaid at their face value of 1,108,000 ($1,445,000 CAD) except for $186,359 ($250,000 CAD) that were rolled over, for a net repayment of $921,641 ($1,195,000 CAD) as more fully described in 14(d).
(b) On December 23, 2019, the Company issued 7,866,000 unsecured 12% convertible debentures at a price of $0.77 per unit ($1.00 CAD), convertible into 0.0153 common shares of the Company at $65.25 CAD (the “Conversion Price”) per common share. The discounted liability for this convertible debenture at December 23, 2019, is $4,049,349. The amount allocated to contributed surplus was $445,053 and the balance of $1,547,500 was the transaction costs incurred.
Each of this Convertible Debenture unit bears an interest rate of 12% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments will accrue and be added to the principal amount of the Convertible Debenture. From January 1, 2021, until December 23, 2021, the Company paid $746,145 (2020-$715,763) in interest related to these 12% convertible debentures, included within finance expense in profit and loss.
On June 24, 2020, $57,692 ($75,000 CAD) the face value of the 12% convertible debentures was converted into common shares of the Company. The discounted value of this debenture at the date of conversion was $40,980 ($54,975 CAD). This gain on conversion of $16,712 was recorded as a finance income in 2020.
The 12% Convertible Debentures matured and was fully paid on December 23, 2021 (the “Maturity Date”) in the amount of $6,162,201.
(c)
On June 23, 2020, the Company entered into a non-brokered private placement financing agreement with Accel Telecom Inc. Accel Telecom subscribed for 1,330 senior unsecured 10% convertible debentures maturing one year from the issue date at an issue price of $745 (CDN$1,000) per 10% Convertible Debenture for aggregate gross proceeds of $991,427 ($1,330,000 CAD). Each Convertible Debenture can be convertible, at the option of the holder, into 23 common shares in the capital of the Company at a price of $34.11 (CDN$43.50) per Common Share and are redeemable at 101% of the face value at any time after the closing date. On the closing date, Accel will also receive 0.0069 non-transferrable common share purchase warrant for each $0.784 (CDN$1.00) principal amount of the Convertible Debentures purchased. Each warrant entitles the holder to acquire one common share at an exercise price of $34.11 (CDN$43.50) per warrant share for a period of twelve (12) months after the date of issue.
| 88 |
On January 6, 2021, the Company redeemed in full this senior unsecured 10% convertible debenture for an amount of $964,601.
(d)
On June 28, 2020, one of the 10.5% convertible debenture holders, see 10 (a), elected to participate on the exact same terms and conditions in the 10% convertible debenture described in 11 (c) for their $186,359 ($250,000 CAD) face value that would otherwise have matured on June 28, 2020.
On January 6, 2021, the Company redeemed in full this senior unsecured 10% convertible debenture for an amount of $181,316.
(e)
On November 3, 2021, the Company issued a US$7,200,000 million convertible promissory note (the “Promissory Note”) and 2,142,857 warrants for gross proceeds of US$6,000,000.
The warrants allow for the purchase of 2,142,857 common shares of the Company at an exercise price of US4.00 per common share. The warrants expire 5 years from the issue date of the promissory note. Under the terms of the warrants, the exercise price of the warrant will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the exercise price equal to the common share offering. Because the exercise price of the warrants will vary if the Company issues common shares at a price lower than the exercise price of the warrants, the warrants are classified as liabilities.
The promissory note matures on November 2, 2023 (the “Maturity Date”). The promissory note will be repaid commencing May 2022 in monthly instalments of US$400,000. At the Company’s option, the repayments will be made in cash or common shares of the Company, or a combination of both. If paid by the issuance of common shares, the repayment is paid at a redemption price equal to the greater of 90% of the average five lowest daily volume-weighted average prices during the twenty trading days prior to the issuance of the common shares or US$2.00 (the “Redemption Price”).
All or a portion of the US$7,200,000 is convertible into common shares of the Company at a conversion price of US$10.00 per common share (the “Conversion Price”), at the option of the holder, at any time subsequent to six months from the date of issuance to the maturity date of November 2, 2023. Under the terms of the promissory note, the conversion price of the promissory note will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the conversion price equal to the common share offering.
At any time during the promissory note outstanding, the Company can provide the holder of the promissory note written notice of its intention to repay the amount owing. If the notice is provided within the first 6 months post issuance, the Company is required to repay an amount equal to US$7,000,000. Subsequent to this time period, the amount outstanding must be converted in full. If the Company provides notice of prepayment, the holder has the option to convert up to 25% of the principal amount at the lesser of the Redemption Price and the Conversion Price, as defined above.
Furthermore, if at any time prior to November 2, 2023, the Company proposes to offer or sell new securities, the Company shall first offer the holder the opportunity to purchase ten percent of the new securities.
Finally, should the Company subsequently issue equity interests of the Company for aggregate proceeds to the Company of greater than US$10 million, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the holder, the Company will direct twenty percent of such proceeds from such issuance to repay the promissory note.
The Company has elected to measure the promissory note (hybrid contract) at fair value through profit or loss (“FVTPL”) on initial recognition and, as such, the embedded conversion feature is not separated.
| 89 |
The Company paid legal fees and expenses of $1,145,538 related to the issuance of the promissory note and warrants which have been included in finance expense on the consolidated statement of operations for the year ending December 31, 2021.
On initial recognition, the fair value of the convertible promissory note was $4,395,881, and the warrants issued in conjunction with the instrument (see below) were valued at $2,946,066. The fair value of the components exceeded the transaction price of $6,000,000 and the resulting difference has been deferred and will be recognized in the consolidated statement of operations over the term of the instrument on a straight-line basis, in the change in fair value of the convertible promissory note.
The unamortized fair value difference at December 31, 2021, and related activity during the year is as follows:
|
Balance, December 31, 2020
|
|
$
|
-
|
|
|
Fair value difference on issuance
|
|
|
1,341,948
|
|
|
Recognized in profit or loss
|
|
|
-111,830
|
|
|
Balance, December 31, 2021
|
|
$
|
1,230,118
|
|
The balance of the promissory notes is as follows:
|
Promissory
Note |
|
|||
|
Balance, December 31, 2020
|
|
$
|
-
|
|
|
Fair value on initial recognition
|
|
|
4,395,881
|
|
|
Change in fair value
|
|
|
177,530
|
|
|
Unamortized day one fair value difference
|
|
|
-1,230,118
|
|
|
Balance, December 31, 2021
|
|
$
|
3,343,293
|
|
|
Current position
|
|
|
-1,421,911
|
|
|
Long term position
|
|
$
|
1,921,382
|
|
As at December 31, 2021 the total principal amount outstanding on the convertible promissory note is $6,000,000.
Fair value calculation
The Company estimated the fair value of the promissory note using a binomial lattice model with the following assumptions: risk-free rate of 0.47% -1.18%; share price of $3.93; expected dividend yield of 0%; and expected volatility of 46%. Based on these estimates, the promissory note had a fair value of $4,395,881 upon issuance.
On December 31, 2021, the fair value of the promissory note was estimated at $4,573,411 using a binomial lattice model with the following assumptions: risk-free rate of 0.67% -1.27%, share price of $3.70, expected dividend yield of 0%, and expected volatility of 45%.
There was no change in the fair value due to changes in own credit risk during the year.
Subsequent events
|
`
|
Subsequent to year-end, the Company completed a secondary offering of its common shares at a price of $2.30 per common share. In accordance with the terms of the agreement, as the common shares of the secondary prices were offered at a price less than the stated Conversion Price (US$10.00 per common share) of the promissory note and the Exercise Price of the warrants (US$4.00 per common share), both the Conversion Price and the Exercise Price were revised to US$2.30 per common share. In addition, as the total gross proceeds of the secondary offering were in excess of $10,000,000, excluding offering costs or other expenses, the Company was required to direct 20% of the gross proceeds to the Lender. A total of US$4,000,000 was repaid to the Lender on January 13, 2022.
|
| 90 |
|
Warrants and Rights
|
WARRANT LIABILITY
The warrants allow for the purchase of 2,142,857 common shares of the Company at an exercise price of US4.00 per common share. The warrants expire 5 years from the issue date of the promissory note. Under the terms of the warrants, the exercise price of the warrant will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the exercise price equal to the common share offering. Because the exercise price of the warrants will vary if the Company issues common shares at a price lower than the exercise price of the warrants, the warrants are classified as liabilities. (see 14(e) subsequent event for the change in exercise price as of January 13, 2022, to $2.30 per share).
|
Warrant liability
|
|
|||
|
Balance, December 31, 2020
|
|
$
|
-
|
|
|
Warrants issued as part of the convertible promissory note
|
|
|
2,946,066
|
|
|
Impact of warrants exercised during the year
|
|
|
(385,190
|
)
|
|
Change in fair value
|
|
|
(384,190
|
)
|
|
Balance, December 31, 2021
|
|
$
|
2,176,686
|
|
The fair value of the warrants as at the issuance date was $2,946,066 and was determined using the Black-Scholes Option Pricing Model with the following assumptions: share price: $3.93; exercise price: $4.00; expected volatility: 39%; dividend yield: 0%, risk-free rate: 0.47%.
During the year ended December 31, 2021, the holder exercised 250,000 warrants to acquire 250,000 common shares of the Company at an exercise price of $4.00 per common share. As a result of the exercise of the warrants, the Company received gross proceeds of $1,000,000 and the proportionate fair value of $385,190 of the underlying warrants on the date of the exercise was transferred to share capital. The fair value of the warrants at the exercise date was determined using the Black-Scholes Option Pricing Model with the following assumptions: share price: $4.60; exercise price $4.00; expected volatility: 30%; dividend yield: 0%; risk-free rate: 1.24%.
As at December 31, 2021, the fair value of the remaining 1,892,857 warrants payable was determined to be $2,176,686 as calculated using the Black-Scholes Option Pricing Model with the following assumptions: share Price: $3.70; exercise price: $4.00; expected volatility: 37%; dividend yield: 0%; risk-free rate – 0.67%.
|
Other Securities
|
Not applicable.
|
American Depositary Shares
|
Not applicable.
| 91 |
None.
|
Use of Proceeds
|
On September 29, 2020, we completed our initial public offering of common shares and warrants pursuant to a Registration Statement on Form F-1, as amended (Registration No. 333-248254) that was declared effective on September 24, 2020. Under the registration statement, we sold an aggregate of 2,100,000 common shares and 2,100,000 warrants; and subsequently, on November 3, 2020, sold an additional 120,000 common shares, on November 10, 2020 sold an additional 50,000 common shares and on October 21, 2020, sold an additional 266,000 warrants, all pursuant to an over-allotment option granted to the underwriters. All of these common shares and warrants were sold at a combined price to the public of $6.00 per unit, yielding net proceeds of $939,283 after underwriting discounts and commissions. Maxim Group LLC acted as book-running manager for the offering. We paid offering expenses of $2,308,00 in connection with the initial public offering, which included SEC registration fees, FINRA filing fees, Nasdaq listing fees and expenses, legal fees and expenses, printing expenses, transfer agent fees and expenses, accounting fees and expenses as well as other miscellaneous fees and expenses, but excluded the underwriting discounts and commissions. The proceeds from our initial public offering were utilized to for operations and $1.2MM was used to repay the debenture due June 2021. None of the net proceeds were used to make payments (other than compensation paid to our senior management and directors, each as described in this annual report), directly or indirectly, to (i) any of our directors, senior management or their associates, (ii) any persons owning 10% or more of our common shares or (iii) any of our affiliates. The intended use of the remaining net proceeds has not changed from the information mentioned in the prospectus relating to the registration statement.
On October 27, 2021, we entered into a securities purchase agreement relating to the purchase and sale of a senior secured convertible note (the “Lind Partners Note”) for gross proceeds of USD$6,000,000 (the “Purchase Agreement”) with Lind Global Partners II, LP, an investment fund managed by The Lind Partners, a New York based institutional fund manager. Proceeds were used to repay and terminate existing convertible notes, as well as to pay certain fees and costs associated with the transaction. The Purchase Agreement provides for, among other things, the issuance of a USD$7,200,000 note with a 24-month maturity, 0% annual interest rate, and a fixed conversion price of USD$10.00 per share (“Conversion Price”) of our Common Shares. We are required to make principal payments in 18 equal monthly installments commencing 180 days after funding (“Repayment”). At our discretion, the Repayments can be made in: (i) cash; (ii) Common Shares (after Common Shares are registered) (the “Repayment Shares”); or a combination of both. Repayment Shares will be priced at 90% of the average of the five lowest daily volume weighted average prices (“VWAPs”) during the 20 trading days before the issuance of the Common Shares (the “Repayment Price”). Further, the Lind Partners Note provides for a pricing floor of $2.00 per Common Share (the “Repayment Share Price Floor”) such that Repayment Shares shall be priced at 90% of the average of the five lowest daily VWAPs during the 20 trading days before the issuance of the Common Shares, subject to the Repayment Share Floor Price provided, however, that the Repayment Share Price Floor shall not be applied once we obtain stockholder approval as required by the Nasdaq at our upcoming Annual General Meeting of shareholders. As of December 3, 2021, we incurred an event of default under the terms of the Lind Partners Note. Upon the occurrence and during the continuance of an “Event of Default,” the holder may at any time at its option: (1) declare that Interest Upon Default Amount (15%) has commenced and (2) exercise all other rights and remedies available to it under the transaction documents; provided, however, that upon the occurrence of an Event of Default described above, the holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the outstanding principal amount be converted into Common Shares at the lower of (i) the then-current Conversion Price and (ii) 80% of the average of the 3 lowest daily Volume Weighted Average Prices during the 20 Trading Days prior to the delivery by the holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the holder’s rights, powers, privileges, remedies and interests under the Lind Partners Note, the transaction documents or applicable law. No course of delay on the part of the holder shall operate as a waiver thereof or otherwise prejudice the rights of the holder. The event of default was cured on December 7, 2021 when the Company’s market capitalization increased to an amount over $20,000,000. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater than $10,000,000, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of Lind Partners, the Company will direct 20% of such proceeds to reduce the principal balance of the Lind Note. Based on a $20,000,000 offering, 20% of said proceeds, or $4,000,000, will be used by the Company to reduce the principal balance of the Lind Note. If the Company issues any equity interests issued, subject to certain exemptions, at an effective price per share that is less than the exercise price of the Lind Warrant then in effect or without consideration, then the exercise price of the Lind Warrants shall be reduced to a price equal to the consideration per share paid for such additional Common Shares. Based on this offering at $2.30 per share, the Lind Warrants would be repriced to $2.30. Prior to this offering, the exercise price of the Lind Warrants is $4.00 per share. If the Company issues any equity interests, subject to certain exemptions, at an effective price per share that is less than the conversion price of the Lind Notes then in effect or without consideration, then the conversion price of the Lind Notes shall be reduced to a price equal to the consideration per share paid for such additional Common Shares. Based on this offering at $2.30 per Common Share, the conversion price of the Lind Note would be repriced to $2.30, which would result in 3,130,435 shares to be issued upon conversion of the full $7,200,000 Lind Note. Prior to this offering, the conversion price is $10.00 per share and the shares issued upon conversion of the full $7,200,000 Lind Note would be 720,000. None of the net proceeds were used to make payments (other than compensation paid to our senior management and directors, each as described in this annual report), directly or indirectly, to (i) any of our directors, senior management or their associates, (ii) any persons owning 10% or more of our common shares or (iii) any of our affiliates. We used the net proceeds for the repayment of the convertible debenture due on December 23, 2021.
| 92 |
On January 11, 2022, we closed an underwritten public offering of 8,695,652 common shares (or pre-funded warrants to purchase common shares in lieu thereof) and accompanying warrants to purchase up to 8,695,652 common shares. Each common share (or pre-funded warrant in lieu thereof) was being sold together with one common warrant at a combined effective offering price of $2.30. We granted the underwriters a 45-day option to purchase up to an additional 1,304,347 common shares and/or common warrants to purchase up to 1,304,347 common shares, at the public offering price less discounts and commissions. The underwriter partially exercised its option and purchased an additional 1,304,347 warrants, each representing the right to purchase one common share. The gross proceeds from that offering were approximately $20,000,000 and the net proceeds were approximately $18,358,028. Maxim Group LLC acted as book-running manager for the offering. We paid offering expenses of $241,972 in connection with the offering, which included SEC registration fees, FINRA filing fees, Nasdaq listing fees and expenses, legal fees and expenses, printing expenses, transfer agent fees and expenses, accounting fees and expenses as well as other miscellaneous fees and expenses, but excluded the underwriting discounts and commissions. The proceeds from our offering were utilized as follows: $6,096,000 for working capital;
$4,000,000 for
the repayment of our Senior Secured Convertible Promissory Note; $1,836,000 for growth strategies; $2,754,000 for research and development and $3,672,000 for sales and marketing. None of the net proceeds were used to make payments (other than compensation paid to our senior management and directors, each as described in this annual report), directly or indirectly, to (i) any of our directors, senior management or their associates, (ii) any persons owning 10% or more of our common shares or (iii) any of our affiliates.
(a) Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021, solely as a result of the material weakness in internal controls related to the restatement described below.
| 93 |
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial and accounting officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting for the year ended December 31, 2021: (i) the insufficient review of inventory balances for products which are slow-moving; (ii) the insufficient review of advances to suppliers on products that are no longer selling; (ii) the insufficient controls surrounding off-site inventory tracking; (iv) the insufficient review whether product returns relate to sales recorded in the fiscal year; and (v) the insufficient review of title transfer terms to determine the period in which revenue should be recorded. 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 2020 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” and believes that the aforementioned weaknesses have been remediated as if the date of this Annual Report.
(b) Management’s Annual Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
(c) Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.
(d) Changes in Internal Control over Financial Reporting
As described in Item 3.D. “Risk Factors,” as of December 31, 2021, we have material weaknesses in our internal control over financial reporting.
Our board of directors has determined that Michael Kron and Lourdes Felix are audit committee financial experts, as defined under the rules under the Exchange Act, and are independent in accordance with applicable Exchange Act rules and Nasdaq Stock Market rules.
We have adopted a written code of ethics that applies to all of our directors, officers and employees as well as other persons performing functions on our behalf, such as consultants. Our Code of Business Conduct and Ethics is posted on our website at is https://www.siyatamobile.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC including the instructions to Item 16B of Form 20-F. We have not granted any waivers under our Code of Business Conduct and Ethics.
| 94 |
Davidson & Company, LLP, has served as our principal independent registered public accounting firm for each of the two years ended December 31, 2021 and 2020.
The following table provides information regarding fees paid by us to Davidson & Company, LLP for all services, including audit services, for the years ended December 31, 2021 and 2020:
|
|
|
Year Ended
December 31, |
|
|||||
|
|
|
2021
|
|
|
2020
|
|
||
|
Audit fees (1)
|
|
$
|
192,242
|
|
|
$
|
107,692
|
|
|
Audit-related fees
|
|
$
|
56,000
|
|
|
$
|
90,385
|
|
|
Tax fees (2)
|
|
$
|
12,163
|
|
|
$
|
9,808
|
|
|
All other fees
|
|
$
|
0
|
|
|
$
|
3,462
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
260,405
|
|
|
$
|
211,347
|
|
|
(1)
|
Includes professional services rendered in connection with the audit of our annual financial statements, review of our interim financial statements, and fees relating to fundraising.
|
|
(2)
|
Tax fees are the aggregate fees billed (in the year) for professional services rendered for tax compliance and tax advice other than in connection with the audit.
|
All audit services and permitted non-audit services to be performed for us by our independent auditor must be approved by our Audit Committee in advance to ensure that such engagements do not impair the independence of our independent registered public accounting firm. The Audit Committee generally pre-approves particular services or categories of services on a case-by-case basis. All services provided to us by our independent auditor in 2020 and 2019 were pre-approved by the Audit Committee.
Not applicable.
Not applicable.
Not applicable.
Under Nasdaq rules, we may elect to follow certain corporate governance practices permitted under the laws of Canada, and more specifically, British Columbia, in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market rules for U.S. domestic issuers.
| 95 |
In accordance with applicable Canadian law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market rules, we have elected to follow the provisions under our home country rules, rather than the Nasdaq Stock Market rules, with respect to the following requirements:
|
●
|
Distribution of periodic reports to shareholders; proxy solicitation.
As opposed to the Nasdaq Stock Market rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, our home country rules do not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.
|
|
●
|
Quorum
. While the Nasdaq Stock Market rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in a company’s bylaws, be no less than 33 1/3% of the company’s outstanding common voting stock, under our home country rules, a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our articles of association provide that a quorum of two or more shareholders who are, or represent by proxy, shareholders holding, in the aggregate, at least 33.33% of the issued shares entitled to be voted at the meeting. However, the quorum set forth in our articles of association with respect to an adjourned meeting consists of one or more shareholders entitled to attend and vote at the meeting if the standard required quorum is not present within half an hour from the time set for the holding of such adjourned meeting.
|
|
●
|
Majority Independent Directors
. 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. Currently, however, our board of consists of a majority of independent directors.
|
Not applicable.
Not applicable.
| 96 |
We have elected to provide financial statements and related information pursuant to Item 18.
The consolidated financial statements and the related notes required by this Item are included in this annual report on Form 20-F beginning on page F-1.
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Exhibit
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Description
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101**
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The following financial information from the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Changes in Stockholders’ Deficit; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
|
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*
|
filed herewith.
|
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**
|
furnished herewith.
|
| 97 |
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.
|
|
SIYATA MOBILE INC.
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Date: April __, 2022
|
By:
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/s/ Marc Seelenfreund
|
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|
Marc Seelenfreund
|
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|
Chief Executive Officer
|
| 98 |
SIYATA MOBILE INC.
Consolidated Financial Statements
(Expressed in US Dollars)
As at and for the years ended December 31, 2021 and 2020
and for the years ended December 31, 2021, 2020 and 2019
INDEX TO FINANCIAL STATEMENTS
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| F-1 |
To the Shareholders and Directors of
Siyata Mobile Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Siyata Mobile Inc. and its subsidiaries (together “the Company”), as of December 31, 2021 and 2020, and the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2021, December 31, 2020, and December 31, 2019 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Siyata Mobile Inc. as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended December 31, 2021, December 31, 2020, and December 31, 2019 in conformity with
International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2016.
/s/
DAVIDSON & COMPANY LLP
March 31, 2022
| F-2 |
Consolidated Statements of Financial Position
(Expressed in US dollars)
|
|
December 31 2021
|
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|
December 31 2020
|
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| ASSETS | ||||||||
| Current | ||||||||
| Cash |
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||||||
| Restricted cash (Note 5) | - |
|
||||||
| Trade and Other Receivables (Note 6) |
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|
||||||
| Prepaid expenses |
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|
||||||
| Inventory (Note 7) |
|
|
||||||
| Advance to suppliers |
|
|
||||||
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|
|||||||
|
Long term
receivable
(note 13)
|
|
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|
|
|
|
-
|
|
| Right of Use Assets Note 8) |
|
|
||||||
| Loan to Director (Note 9) | - |
|
||||||
| Equipment |
|
|
||||||
| Intangible assets (Note 10) |
|
|
||||||
| Goodwill (Note 11) | - |
|
||||||
| Total assets |
|
|
||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current | ||||||||
| Bank Loan (Note 12) |
|
|
||||||
| Accounts payable and accrued liabilities |
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|
||||||
| Lease Obligations (Note 13) |
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||||||
| Convertible debenture (Note 14) |
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|
||||||
| Warrant liability (note 15) |
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- | ||||||
| Current portion of long term debt (Note 16) | - |
|
||||||
| Future Purchase Consideration (Note 4,17) |
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- | ||||||
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|||||||
| Lease Obligation (Note 13) |
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||||||
| Other payables | - |
|
||||||
| Convertible debenture (Note 14) |
|
- | ||||||
| Long Term Debt (Note 16) | - |
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||||||
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|||||||
| Total Liabilities |
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||||||
| Shareholders' equity | ||||||||
| Share capital (Note 18) |
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||||||
| Reserves (Note 18) |
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||||||
| Accumulated other comprehensive loss |
(
|
) |
|
|||||
| Deficit |
(
|
) |
(
|
) | ||||
| Shareholders' equity |
|
|
||||||
| Total liabilities and shareholders' equity |
|
|
||||||
Nature of operations and going concern (Note 1)
Subsequent Events (Note 31)
Approved on March 31, 2022 on behalf of the Board:
|
“Michael Kron”
|
“Marc Seelenfreund“
|
|
|
Michael Kron – Director
|
Marc Seelenfreund - Director
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in US dollars)
For the years ended December 31, 2021, 2020 and 2019
|
|
2021
|
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|
2020
|
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|
2019
|
|
||||
| Revenue |
|
|
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|
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|
||||||
| Cost of Sales (Note 19) |
|
|
(
|
)
|
(
|
) |
(
|
) | ||||
|
Gross profit
|
|
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|
||||||
|
EXPENSES
|
||||||||||||
| Amortization and Depreciation (Note 10) |
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||||||
| Development expenses (Note 10) |
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| Selling and marketing (Note 20) |
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| General and administrative (Note 21) |
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| Inventory impairment (Note 7) |
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| Bad Debts (recovered) (Note 6) |
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- | ||||||
| Impairment of intangibles (Note 10) |
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||||||
| Impairment goodwill (Note 11) |
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- | - | ||||||
| Share-based payments (Note 18) |
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||||||
| Total Operating Expenses |
|
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|
||||||
|
Net operating loss
|
|
|
(
|
)
|
(
|
) |
(
|
) | ||||
|
OTHER EXPENSES
|
|
|||||||||||
| Finance expense (income) (note 22) |
|
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|
||||||
| Foreign exchange |
|
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(
|
) |
|
|||||
| Change in fair value of convertible promissory note |
|
|
|
|
- | - | ||||||
| Change in fair value of warrant liability |
|
|
(
|
)
|
- | - | ||||||
|
A
c
cretion and change in value of future
purchase
consideration
|
|
|
-
|
|
- |
|
||||||
| Transaction costs (Note 23) |
|
|
|
|
|
- | ||||||
|
Total other expenses
|
|
|
|
|
|
|
||||||
|
Net loss for the year
|
|
|
(
|
)
|
(
|
) |
(
|
) | ||||
|
Other comprehensive income
|
||||||||||||
| Translation Adjustment |
|
|
|
|
|
(
|
) | |||||
|
Comprehensive loss for the year
|
|
|
(
|
)
|
(
|
) |
(
|
) | ||||
| Weighted Average Shares |
|
|
|
|
|
|
||||||
| Basic and diluted loss per share |
|
|
(
|
)
|
(
|
) |
(
|
) | ||||
The accompanying notes are an integral part of these consolidated audited financial statements
| F-4 |
Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in US dollars)
For the years ended December 31, 2021, 2020 and 2019
|
|
Number of Common Shares
|
|
|
Share Capital Amount
|
|
|
Reserves
|
|
|
Accumulated other comprehensive Income (loss)
|
|
|
Deficit
|
|
|
Total Shareholders’ Equity
|
|
|||||||
|
Balance, December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
$
|
|
|
| Exercise of Warrants |
|
|
- | - | - |
|
||||||||||||||||||
| Shares issued on acquisition of Signifi |
|
|
- | - | - |
|
||||||||||||||||||
| Exercise of agents’ options |
|
|
(
|
) | - | - |
|
|||||||||||||||||
| Non-brokered private placement |
|
|
- | - | - |
|
||||||||||||||||||
| Share Issuance costs on capital raise |
-
|
(
|
) |
-
|
- |
-
|
(
|
) | ||||||||||||||||
| Shares issued as agent compensation for debenture |
|
|
- | - | - |
|
||||||||||||||||||
| Expiry of agent’s options | - |
|
(
|
) | - | - | - | |||||||||||||||||
| Equity portion of the debenture bifurcated | - | - |
|
- | - |
|
||||||||||||||||||
| Issuance of agents’ warrants | - | - |
|
- | - |
|
||||||||||||||||||
| Issuance of warrants to debentureholders | - | - |
|
- | - |
|
||||||||||||||||||
| Share based payments | - | - |
|
- | - |
|
||||||||||||||||||
| Translation adjustment | - | - | - |
(
|
) |
|
(
|
) | ||||||||||||||||
| Loss for the period | - | - | - | - |
(
|
) |
(
|
) | ||||||||||||||||
|
Balance, December 31, 2019
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($
|
|
)
|
|
$
|
|
|
| Equity portion of debenture bifurcated | - | - |
|
- | - |
|
||||||||||||||||||
| Share based payments | - | - |
|
- | - |
|
||||||||||||||||||
| Share issuance on conversion of convertible debt |
|
|
|
- | - |
|
||||||||||||||||||
| Share issuance on capital raise |
|
|
|
-
|
-
|
|
||||||||||||||||||
| Share issuance costs on capital raise |
-
|
(
|
) |
|
-
|
-
|
(
|
) | ||||||||||||||||
| shares issued for debt |
|
|
-
|
-
|
|
|||||||||||||||||||
| Translation adjustment |
-
|
- | - |
|
- |
|
||||||||||||||||||
| Loss for the period |
-
|
- | - |
|
|
-
|
|
(
|
) |
(
|
) | |||||||||||||
|
Balance, December 31, 2020
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($
|
|
)
|
|
$
|
|
|
|||
| Issuance of shares to be issued |
|
|
(
|
) | - | - | - | |||||||||||||||||
| Shares issued on acquisition of ClearRF |
|
|
- | - | - |
|
||||||||||||||||||
| Shares issued on warrant exercises |
|
|
(
|
) | - | - |
|
|||||||||||||||||
| Share based payments | - | - |
|
- | - |
|
||||||||||||||||||
| Translation adjustment | - | - | - |
(
|
) | - |
(
|
) | ||||||||||||||||
|
Shares
issued
for debts
|
|
|
-
|
-
|
-
|
|
||||||||||||||||||
| Loss for the period | - | - | - |
-
|
(
|
) |
(
|
) | ||||||||||||||||
|
Balance, December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
The accompanying notes are an integral part of these consolidated unaudited interim financial statements
| F-5 |
Consolidated Statements of Cash Flows
(Expressed in US dollars)
For the years ended December 31, 2021 and 2020
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||||
|
Operating activities:
|
|
|
||||||||||
|
Net loss for the period
|
|
($
|
|
)
|
|
($
|
|
)
|
|
($
|
|
)
|
|
Items not affecting cash:
|
|
|
||||||||||
|
Amortization and depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bad debt expense
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Inventory impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment goodwill
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
Fair value changes on derivatives
|
|
|
(
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Interest expense, net of repayments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
-
|
|
|
|
(
|
)
|
|
|
-
|
|
|
Foreign exchange
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt conversion
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
||||||||||
|
Net change in non-cash working capital items:
|
|
|
||||||||||
|
Trade and other receivables
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Prepaids
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Inventory
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
Advances to suppliers
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
Due to/from related party
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Net cash used in operating activities
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Investing activities:
|
|
|
||||||||||
|
Intangible additions
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Equipment additions
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
-
|
|
|
Acquistion of ClearRF
|
|
|
(
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Net cash used in investing activities
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Financing activities:
|
|
|
||||||||||
|
Lease payments
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Bank loan
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
Repayment of long term debt
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Convertible debt issued, net of repayments
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Shares issued for cash
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Share issue costs (cash)
|
|
|
-
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Loan to director
|
|
|
-
|
|
|
|
(
|
)
|
||||
|
Exercise of agent's options
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Exercise of warrants
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
Loan received
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange on cash
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
Change in cash for the period
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The accompanying notes are an integral part of these consolidated audited financial statements.
| F-6 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
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 4G mobile networks and cellular booster systems. The registered and records office is located at 2200 - 885 West Georgia Street, Vancouver, BC V6C 3E8.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) 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 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 $
23,625,542
during the year ended December 31, 2021 (2020- net loss of $
13,591,117
), and, as of that date, the Company’s total deficit was $
62,519,412
. 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. The Company faces risks related to (COVID-19) which could significantly disrupt research and development, operations, sales, and financial results. Our products are commonly used in industries that have been subject to disruption due to global lockdowns, and therefore demand and credit quality of our customers has been negatively impacted. It is not possible to predict the ultimate impact or duration of COVID-19 on our business.
These material uncertainties raise substantial doubt on the Company’s ability to continue as a going concern.
|
2.
|
BASIS OF PREPARATION
|
Statement of compliance
These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
Change of functional currency
Effective October 1, 2020, management determined that the Company’s functional currency changed from Canadian dollars to United States dollars (“USD”). The change in the functional currency has been accounted for on a prospective basis and is primarily based on the fact that the Company’s securities are listed on the Nasdaq exchange and as a result the future financing of the Company and cash flows of the entities will be in USD.
In accordance with Company’s existing policy, the Company did not reassess the classification of financial instruments as liabilities or equity as a result of the change in functional currency. As a result, warrants remain classified as equity and are not revalued at fair value. For the same reason, the change in functional currency did not give rise to an embedded derivative related to the Company’s previously outstanding convertible debt with a conversion price denominated in Canadian dollars
.
| F-7 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
2.
|
BASIS OF PREPARATION
(cont’d)
|
Change of presentation currency
As a result of the USD financing and the majority of cash flows denominated in US dollars, the Company changed its presentation currency from Canadian dollars to “USD” effective October 1, 2020. The change in the financial statement presentation currency is an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new “USD” presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of loss and comprehensive loss were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2018 on translation from the related subsidiary’s functional currency to the “USD” presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.
With the retrospective application of the change in presentation currency from the Canadian dollar to the US dollar, the Accumulated Other Comprehensive Income (“AOCI”) related to the translation of “USD” functional currency subsidiaries was eliminated except for the wholly-owned subsidiary, Signifi Mobile Inc. whose functional currency is in Canadian dollars. However, with the retrospective application of the change in presentation currency to the “USD”, the Company’s corporate office, which had a Canadian dollar functional currency, resulted in an AOCI balance. The AOCI balance generated by the Canadian dollar entities has been adjusted since it now reflects the translation into the new “USD” presentation currency.
Basis of consolidation and presentation
These 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 consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.
These 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 consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
|
Name of Subsidiary
|
Place of Incorporation
|
Ownership
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
| F-8 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
2
.
|
BASIS OF PREPARATION
(cont’d)
|
Foreign currency translation
Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”) and has been determined for each entity within the Company. The functional currency of Siyata Mobile Inc. is the USD which is also the functional currency of all its subsidiaries except Signifi Mobile Inc. whose functional currency is Canadian dollars. The functional currency determinations were conducted through an analysis of the consideration factors identified in International Accounting Standards (“IAS”) 21,
The Effects of Changes in Foreign Exchange Rates
.
Assets and liabilities of entities with a functional currency other than the USD are translated into USD at period-end exchange rates. Income and expenses, and cash flows are translated into USD using the average exchange rate.
Transactions in currencies other than the entity’s functional currency are translated at the exchange rates in effect on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect as at the statement of financial position date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities. Foreign currency differences arising on translation are recognized in the statement of loss and comprehensive loss.
Use of estimates and judgements
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.
|
| F-9 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
2
.
|
BASIS OF PREPARATION
(cont’d)
|
Use of estimates and judgements (cont’d)
|
·
|
Fair value measurements - Certain of the Company’s (financial) assets and liabilities are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent it is available. In certain cases where Level 1 inputs are not available the Company will engage third-party qualified valuators to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of financial instruments is in Note 14(e).
|
|
·
|
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. The Company identifies CGUs as identifiable groups of assets that are largely independent of the cash inflows from other assets or groups of assets. Value in use calculations require estimations of discount rates and future cash flows derived from revenue growth, gross margin and operating costs. Fair value less costs to sell calculations require the Company to estimate fair value of an asset or a CGU using market values of similar assets as well as estimations of the related costs to sell.
|
|
·
|
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.
|
|
·
|
Collectability of trade receivables – In order for management to determine expected credit losses in accordance with IFRS 9, we are required to make estimates based on historical information related to collections, in addition to taking the current condition of our customers credit quality into account.
|
| F-10 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
2.
|
BASIS OF PREPARATION
(cont’d)
|
Use of estimates and judgements (cont’d)
|
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 its 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 USD as of October 1, 2020, except for Signifi Mobile Inc. whose functional currency is Canadian dollars. 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.
|
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
(a)
|
Impairment of long lived assets
|
The carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in profit or loss.
| F-11 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
|
|
(b)
|
Intangible assets
|
| i) | Research and development |
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and Siyata has the intention and sufficient resources to complete development and to use or sell the asset. The expenditure capitalized in respect of development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use, and capitalized borrowing costs. Other development expenditure is recognized in profit or loss as incurred.
In subsequent periods, capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.
| ii) | Subsequent expenditure |
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
| iii) | Amortization |
Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its estimated residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. See Note 10 for amortization rates and methods applied to each class of intangible assets. An annual review of the useful life of intangible assets is made by management and any changes in useful life are reflected prospectively.
Internally generated intangible assets are not systematically amortized as long as they are not available for use (i.e. they have not completed certifications and/or are in working condition for their intended use). Accordingly, these intangible assets, such as development costs, are tested for impairment at least once a year, until such date as they are available for use.
|
(c)
|
Business Combinations
|
Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company. The acquiree’s identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. The excess of the consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.
| F-12 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
|
|
(d)
|
Goodwill
|
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is not subject to amortization but is tested for impairment annually.
|
(e)
|
Inventory
|
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on
the first-in first-out (FIFO) principle, and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completing and selling expenses.
|
(f)
|
Revenues
|
Revenue from the sale of goods, in the ordinary course of business, is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. When the credit period is short and constitutes the accepted credit in the industry, the future consideration is not discounted.
Revenue is recognized when persuasive evidence exists (usually in the form of an executed sales agreement), that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.
Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For sales on products in Israel, transfer usually occurs when the product is received at the customer’s warehouse, but for some international shipments transfer occurs upon loading the goods onto the relevant carrier.
|
(g)
|
Financial Instruments
|
Financial assets
On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive.
The classification determines the method by which the financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded. The Company has classified its cash, restricted cash, loan to director and trade, and other receivables at amortized cost.
Changes to financial assets measured at fair value are recognized in profit and loss as they arise (“FVPL”).
Changes in financial assets recorded at amortized cost are recognized in profit and loss when the asset is derecognized or reclassified.
| F-13 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
|
|
(g)
|
Financial Instruments (cont’d)
|
Impairment
An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.
In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Financial liabilities
All financial liabilities (including liabilities designated at FVTPL) are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
The subsequent measurement of financial assets and liabilities is determined based on their classification as follows:
(i) FVTPL – Derivative financial instruments entered into by the Company are classified as FVTPL.
(ii) Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method.
The Company has classified its bank loan, accounts payable and accrued liabilities, and long-term debt as other financial liabilities and carried on the balance sheet at amortized cost. Future purchase consideration, convertible promissory note, and warrant liability are all classified as FVTPL.
| F-14 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
|
|
(h)
|
Loss per share
|
The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted loss per share is calculated by dividing the loss by the weighted average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options and warrants on loss per share would be anti-dilutive. The weighted average number of shares is retroactively changed to reflect the 1-to-145 reverse stock split that occurred on September 25, 2020.
|
(i)
|
Share-based payments
|
The stock option plan allows Company employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the option is reclassified from share-based payment reserve to share capital.
In situations where equity instruments are issued to non-employees and some or all of the services received by the entity as consideration cannot be specifically identified, they are all measured at the fair value of the share-based payment, otherwise, share-based payments are measured at the fair value of the services received.
The fair value is measured at the grant date at each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where the effect is material, the provision is discounted to net present value using an appropriate current market-based pre-tax discount rate and the unwinding of the discount is included in profit or loss as interest expense from discounting obligations.
|
(j)
|
Income taxes
|
Current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
| F-15 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
|
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits, and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
|
(k)
|
Leases
|
The Company accounts for lease contracts in accordance with IFRS 16, Leases. At the inception of a contract, the Company assesses whether a contract is, or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight- line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease tern. In addition, the right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases for which the underlying asset is of low value. The Company recognizes the lease payments associated with these leases as an expense: on a straight-line basis over the lease term. During the year ended December 31, 2020, the Company did not recognize any lease payments as expenses for short-term leases and leases for which the underlying assets are of low value.
|
(l)
|
Equipment
|
Property, plant and equipment that qualifies for recognition as an asset shall be measured at its cost. The depreciable amount of an asset is determined after deducting its residual value
.
Depreciation of property, plant, and equipment is based on the straight-line method over the useful life of the asset. The depreciation charge for each period shall be recognized in profit or loss.
|
(m)
|
New accounting pronouncements
|
There are no upcoming account pronouncements expected to have a material impact on the Company’s consolidated financial statements.
| F-16 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
4.
|
ACQUISITION OF CLEAR RF LLC
|
On March 31, 2021, the Company acquired all of the issued and outstanding units of Clear RF LLC (“ClearRF”). In consideration, the Company paid cash of $
155,015
and issued
23,949
common shares at a value of $
194,985
.
As a further consideration, the Company is required to make the additional following payments:
| a) |
On March 31, 2022, pay $
|
| b) |
On March 31, 2022, issue common shares of the Company valued at $
|
| c) | In addition to the above, further incentives may be earned and payable to the vendors based on revenues earned from the date of acquisition to March 31, 2022, inclusive. |
The payment of cash and the distribution of $
194,985
worth of shares occurred subsequent to the year end. No further incentives were earned by the vendors other than the amounts outlined in 4(a) and (b) above.
This transaction qualifies as a business combination and was accounted for using the acquisition method of accounting. To account for the transaction, the Company has determined the fair value of the assets and liabilities of ClearRF at the date of the acquisition and a purchase price allocation. These fair value assessments require management to make significant estimates and assumptions as well as apply judgment in selecting the appropriate valuation techniques.
The acquisition of ClearRF is consistent with the Company’s corporate growth strategy to continue to acquire innovative patented products in the cellular booster market. The Company plans to leverage ClearRF’s machine-to-machine booster technology in order to build relationships and facilitate sales of the cellular booster suite of products.
The aggregate amount of the total acquisition consideration is $
700,000
, comprised as follows:
| Consideration | Note | Fair Value | ||||||
| Cash | $ |
|
||||||
|
Fair value of
|
(i)
|
|
||||||
| Future purchase consideration |
(ii)
|
|
||||||
| Total Consideration | $ |
|
||||||
|
(i)
|
The fair value of the shares issued was determined by multiplying the number shares issued by the share price of the Company on March 31, 2021. |
|
(ii)
|
Future consideration represents the expected future payments of cash and common shares. Since the balance of the shares and the cash is due within one year, the Company did not discount the future purchase consideration for the time value of money. |
The purchase price was allocated as follows:
| Purchase price allocation | Fair Value | |||
| Purchase price | $ |
|
||
| Less: Net assets acquired | ||||
| Net identifiable tangible assets |
|
|||
| Net identifiable intangible assets |
|
|||
|
|
||||
| Goodwill | $ |
|
||
| F-17 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
4.
|
ACQUISITION OF CLEAR RF LLC (CONT’d)
|
The net identifiable intangible asset consists of
two
patents acquired on the acquisition that is valued at $
122,717
plus supplier relationship valued at $
399,920
. These intangibles assets are recorded at cost and are amortized on a straight-line basis over its estimated useful life of
four years
with
no
residual value. The Company incurred costs related to the acquisition totaling $
79,069
to complete the acquisition which was recorded in the statement of loss and comprehensive loss.
On December 31, 2021, the Company had an independent impairment in value report prepared for the intangibles and goodwill. Management, based on this report, impaired the full amount of the supplier relationship of $
399,920
because of a worldwide component and supply chain shortfall. Management also impaired the full value of the goodwill in the amount of $
50,257
.
|
5.
|
RESTRICTED CASH
|
For the year ended December 31, 2020, as outlined in more detail in Note 18, the Company issued capital through a private placement. At the December 31, 2020 year-end date, the restricted cash of $
10,995,500
represented the portion of the capital raise that remained in a trust account with the underwriter. These funds were released by the underwriters, net of any underwriter fees previously accrued), to the Company’s bank account on January 6, 2021.
|
6.
|
TRADE AND OTHER RECEIVABLES
|
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|||
| Trade receivables | $ |
|
$ |
|
||||
| Allowance for doubtful accounts |
(
|
) |
(
|
) | ||||
| Taxes receivable |
|
|
||||||
|
Total
|
|
$
|
|
|
|
$
|
|
|
Provisions on Trade Receivables
In accordance with policy to use the expected credit loss model, we utilize the expedited method where trade receivables are provided for based on their aging, as well as providing for specified balances deemed non-collectible. In the year ended December 31, 2021, we concluded that a bad debt provision of $
1,090,066
(2020-$
1,530,667
) was to be recognized.
Factoring Arrangements and Liens
Siyata Mobile Israel (“SMI”) has a factoring agreement on its trade receivables, whereby invoices are fully assigned to a funding entity in return for
80
%-
85
% of the total sale to be paid to SMI by the funding entity in advance. The remaining
15
-
20
% is paid to SMI when the funding entity receives payment from the customer.
SMI incurs a financing charge of
3.1
% on advances received and is subject to certain covenants.
The
80
-
85
% received upfront remains a liability from SMI to the funding entity until final settlement, however, all such balances are fully insured in case of non-payment. As SMI has both the legally enforceable right and the intention to settle the receivable and liability on a net basis in accordance with IAS 32, Financial Instruments, trade receivables are presented net of the liability for amounts advanced. As at December 31, 2021, the total amount expended by the funding entity was $
27,000
(December 31, 2020 - $
65,000
).
Siyata Mobile Inc. has provided the North American receivables as collateral for the outstanding convertible debenture as outlined Note 14(e). The carrying amount of the North American trade and other receivables is $
569,068
on December 31, 2021.
| F-18 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
7.
|
INVENTORY
|
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|||
| Finished products |
|
|
||||||
| Impairment of finished products |
(
|
) |
(
|
) | ||||
| Accessories and spare parts |
|
|
||||||
| Impairment of accessories and spare parts |
(
|
) |
(
|
) | ||||
|
Total
|
|
$
|
|
|
|
$
|
|
|
Refer to Note 19 for total inventories expensed as cost of sales during the years ended December 31, 2021 and
2020
.
Provision on inventory
Management is presently reviewing the inventory for impairment on a quarterly basis. 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.
Liens
Siyata Mobile Inc. has provided the North American inventory as collateral for the outstanding convertible debenture as outlined in Note 14(e). The carrying amount of the North American inventory is $
1,355,482
on December 31, 2021.
|
8.
|
RIGHT OF USE ASSETS
|
| Dec 31 21 | Dec 31 20 | |||||||
| Opening Balance |
|
$
|
|
|
$ |
|
||
| Addition in the year |
|
|
|
|
|
|||
| Translation adjustment |
|
|
(
|
)
|
|
|||
| Amortization in the year |
|
|
(
|
)
|
(
|
) | ||
|
Closing Balance
|
|
$
|
|
|
$ |
|
||
|
Allocation of Right of Use Assets
|
||||||||
| Office lease |
|
$
|
|
|
$ |
|
||
| Car leases |
|
|
|
|
|
|||
|
Total Right of Use Assets
|
|
$
|
|
|
$ |
|
||
|
9.
|
LOAN TO DIRECTOR
|
The loan to our director and Chief Executive Officer was advanced on April 1, 2019, in the amount of $
200,000
with a
5-year
term. Interest on the loan accrued and was payable at the rate of
7
%. As of January 1, 2020, the rate on the loan was increased to
12
%. On May 23, 2021, this loan was repaid to the Company in full including principal and interest.
| F-19 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
10.
|
INTANGIBLE ASSETS
|
|
|
Development Costs
|
|
|
Uniden License
|
|
|
E-Wave License
|
|
|
Clear RF Patent + Supplier relationship
|
|
|
Total
|
|
||||||
|
Cost:
|
||||||||||||||||||||
|
Balance at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
| Additions |
|
- | - |
-
|
|
|||||||||||||||
| Foreign Exchange |
|
|
|
-
|
|
|||||||||||||||
|
Balance at December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
| Additions |
|
- | - |
|
|
|||||||||||||||
| Foreign Exchange | $ |
|
|
|
-
|
|
||||||||||||||
|
Balance at December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization:
|
||||||||||||||||||||
|
Balance at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
| Additions |
|
|
|
|
|
|
|
|
|
-
|
|
|||||||||
| Impairment |
|
- | - |
-
|
|
|||||||||||||||
| Foreign Exchange |
|
|
|
-
|
|
|||||||||||||||
|
Balance at December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
| Additions |
|
|
|
|
|
|||||||||||||||
| Impairment |
|
- | - |
|
|
|||||||||||||||
| Foreign Exchange |
(
|
) |
(
|
) |
(
|
) |
-
|
(
|
) | |||||||||||
|
Balance at December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value:
|
||||||||||||||||||||
| Balance at December 31, 2020 | $ |
|
$ |
|
$ |
|
|
$ |
|
|||||||||||
|
Balance at December 31, 2021
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
| F-20 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
10.
|
INTANGIBLE ASSETS (Cont’d)
|
Development Costs
Development costs are internally generated and are capitalized in accordance with the IAS 38, Intangible Assets. On an annual basis, the Company assesses capitalized development costs for indicators of impairment or when facts or circumstances suggest the carrying amount may exceed its recoverable amount
.
The Company engaged a third-party evaluator to determine the recoverable amount of the intangible assets. Based on the results of their analysis using the Value In Use (“VIU”) model using a discounted value of
14.2
% in 2021 and
14.5
% in 2020, management determined that the recoverable amount was not equal to, or in excess of the carrying amount for a total impairment of $
4,739,286
(2020-$
293,000
) broken down as follows: rugged device impairment of $
4,339,366
and $
399,920
impairment to a supplier relationship compared to $
293,000
in 2020 on the impairment of the E-Wave license.
During the year ended December 31, 2020, the Company reduced the estimated useful lives of its 4G products, which comprised development costs, from 5-6 years to 4 years. In 2021, the development costs that were not impaired related to products still in the development stage and as these assets are not ready for their intended usage, they have not begun being amortized.
During the year ended December 31, 2021, the Company incurred $
846,242
(2020 - $
580.236
) in product development costs which did not satisfy the criteria for capitalization and were recorded in profit and loss
Uniden License
During 2016, the Company acquired a license agreement from Uniden America Corporation (“Uniden”). The agreement provides for the Company to use the trademark “Uniden”, along with associated designs and trade dress to distribute, market and sell its cellular signal booster and accessories during its term. The agreement has been renewed up to December 31, 2022 and is subject to certain minimum royalties. The license agreement is amortized on a straight-line basis over its five-year term and is fully amortized on December 31, 2021.
E-Wave License
On October 1, 2017, the Company acquired a license from E-Wave mobile Ltd. (the “E-Wave License”). The license agreement is recorded at cost and is amortized on a straight-line basis over its estimated useful life of a four-year term and is fully amortized on December 31, 2021.
| F-21 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
11.
|
GOODWILL
|
As at December 31, 2021 goodwill balance of $
852,037
(December 31, 2020-$
801,780
), consists of the goodwill on the acquisition of the wholly-owned subsidiary, Signifi Mobile Inc. in the amount of $
801,780
plus the newly acquired goodwill in 2021 from the acquisition of Clear RF in the amount of $
50,257
(“CGU”).8573The Company assesses whether there are, events, changes in circumstances, and/or changes in key assumptions on which management has based its determination of the CGU, that would, more likely than not, reduce the fair value of the CGU to below its carrying value and therefore, require goodwill to be tested for impairment at the end of each reporting period.
As of December 31, 2021, the Company performed its annual impairment test on the goodwill using the Fair value less cost of disposal method. Due to a history of losses in this CGU in the preceding few years and without documentation of backorders or basis on which to develop an auditable (or supportable) forecast, Management determined that the recoverable amount was less than the carrying value on December 31, 2021 and impaired the full amount of the Goodwill in the amount of $
852,037
.
|
12.
|
BANK LOAN
|
In October 2021, the Company had the bank remove all liens and the Company repaid any amounts owing on the $
750,000
line of credit in its entirety. This loan was created in the year ended December 31, 2020, when the Company entered into a line of credit for up to a maximum of $
750,000
Canadian dollars. The loan was secured by a floating charge on the receivables, inventory, trademarks, and a universal lien on all the assets of Signifi Mobile Inc. to a maximum of $
4,000,000
Canadian. The Export Development Corporation of Canada guarantees
50
% of this debt. As of December 31, 2020, the loan balance was $
372,848
. The loan bore interest at the bank’s prime lending rate plus
1.25
% and was repayable on demand.
Siyata Mobile Israel (“SMI”) has a factoring agreement on its trade receivables, whereby invoices are fully assigned to a funding entity in return for
80
%-
85
% of the total sale to be paid to SMI by the funding entity in advance. The remaining
15
-
20
% is paid to SMI when the funding entity receives payment from the customers. As at December 31, 2021, the total amount borrowed by the Company extended by this funding entity and included in the bank loan was $
27,000
(December 31, 2020-$
65,000
)
.
| F-22 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
13.
|
LEASE OBLIGATIONS
|
| Dec 31 21 | Dec 31 20 | |||||||
| Opening Balance |
|
$
|
|
|
$ |
|
||
| Additions in the year |
|
|
|
|
|
|||
| Interest expense |
|
|
|
|
|
|||
| Translation adjustment |
|
|
|
|
(
|
) | ||
| Lease payments |
|
|
(
|
)
|
(
|
) | ||
|
|
|
|
|
|
||||
| Due within one year |
(
|
) |
(
|
) | ||||
|
Balance-end of period
|
|
$
|
|
|
$ |
|
||
Future Mini
m
um Lease Payments
| Dec 31 21 | Dec 31 20 | |||||||
| year 1 |
|
|
|
|
$ |
|
||
| year 2 |
|
|
|
|
|
|||
| year 3 |
|
|
|
|
|
|||
| year 4 |
|
|
|
|
|
|||
|
Tota
l
lease obligations
|
|
$
|
|
|
$ |
|
||
The Company has a long term restricted term deposit of $
168,167
held by the Company’s bank to guarantee a portion of the office lease located in Israel.
|
14.
|
CONVERTIBLE DEBENTURES
|
| Dec 23/21 | June 23/21 | Dec 28/20 | Nov 2/23 | |||||||||||||||||
| $7.866MM | $1.58MM | $4.6MM | $6.0MM USD | Total | ||||||||||||||||
|
Balance December 31, 2019
|
|
|
|
|
|
|||||||||||||||
| Interest and accretion expense |
|
|
|
|
|
|||||||||||||||
| Interest paid or accrued |
(
|
) |
(
|
) |
(
|
) |
|
(
|
) | |||||||||||
|
Rollover to the
|
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Issuance of the
|
|
|
|
|
|
|||||||||||||||
|
Repayment of
|
|
|
(
|
) |
|
(
|
) | |||||||||||||
| Foreign exchange adjustment |
|
|
(
|
) |
|
|
||||||||||||||
|
Convert $
|
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Balance December 31, 2020
|
|
|
|
|
|
|||||||||||||||
| Interest and accretion expense |
|
|
|
|
|
|||||||||||||||
| Interest paid or accrued |
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Issuance of the $
|
|
|
|
|
|
|||||||||||||||
|
Repayment of
|
|
(
|
) |
|
|
(
|
) | |||||||||||||
|
Repayment of the
|
(
|
) |
|
|
|
(
|
) | |||||||||||||
| Unamortized fair value difference-opening |
|
|
|
(
|
) |
(
|
) | |||||||||||||
| Amortization of fair value difference |
|
|
|
|
||||||||||||||||
| Change in fair value of debenture |
|
|
|
|
|
|||||||||||||||
|
Balance Dec 31, 2021
|
|
|
|
|
|
|||||||||||||||
| Current portion of debenture |
|
|
|
(
|
) |
(
|
) | |||||||||||||
| Long term portion of debenture |
|
|
|
|
|
|||||||||||||||
| F-23 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
14.
|
CONVERTIBLE DEBENTURES (CONT’D)
|
| (a) |
On December 28, 2017, the Company issued
|
Each Convertible Debenture unit bore an interest rate of
10.5
% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments was to accrue and be added to the principal amount of this Convertible Debenture. From January 1, 2020, until its maturity on June 28, 2020, the Company paid $
56,550
in interest related to the convertible debentures, included within finance expense in profit and loss.
On December 22, 2019, a portion of the
10.5
% debenture holders rolled over the net present value of their holdings totaling $
2,287,452
with a maturity value of $
2,423,656
($
CAD) into $
2,549,155
($
3,319,000
CAD) of face value
12
% convertibles debentures as more fully described below.
The exchange of debt instruments between the debenture holders and the Company satisfied the criteria under IFRS 9, Financial Instruments, as a substantial modification, and therefore was treated as an extinguishment of the previous debt and a recognition of a new financial liability. In connection, a loss of $
136,204
was recorded within finance expense (income) in profit or loss, as the difference between the carrying amount of the financial liability extinguished and the consideration paid, which is comprised of the newly issued debentures.
The remaining portion of the
10.5
% Convertible Debentures matured on June 28, 2020 and were repaid at their face value of
1,108,000
($
1,445,000
CAD) except for $
186,359
($
250,000
CAD) that were rolled over, for a net repayment of $
921,641
($
1,195,000
CAD) as more fully described in 14(d).
| (b) |
On December 23, 2019, the Company issued
|
Each of this Convertible Debenture unit bears an interest rate of
12
% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments will accrue and be added to the principal amount of the Convertible Debenture. From January 1, 2021, until December 23, 2021, the Company paid $
746,145
(2020-$
715,763
) in interest related to these
12
% convertible debentures, included within finance expense in profit and loss.
On June 24, 2020, $
57,692
($
75,000
CAD) the face value of the
12
% convertible debentures was converted into common shares of the Company. The discounted value of this debenture at the date of conversion was $
40,980
($
54,975
CAD). This gain on conversion of $
16,712
was recorded as a finance income in 2020.
The
12
% Convertible Debentures matured and was fully paid on
December 23, 2021
(the “Maturity Date”) in the amount of $
6,162,201
.
| F-24 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
14.
|
CONVERTIBLE DEBENTURES (CONT’D)
|
| (c) |
On June 23, 2020, the Company entered into a non-brokered private placement financing agreement with Accel Telecom Inc. Accel Telecom subscribed for
e
.
|
On January 6, 2021, the Company redeemed in full this senior unsecured
10
% convertible debenture for an amount of $
964,601
.
| (d) |
On June 28, 2020, one of the
|
On January 6, 2021, the Company redeemed in full this senior unsecured
10
% convertible debenture for an amount of $
181,316
.
(e)
On November 3, 2021, the Company issued a US$
7,200,000
million convertible promissory note (the “Promissory Note”) and
2,142,857
warrants for gross proceeds of US$
6,000,000
.
The warrants allow for the purchase of
2,142,857
common shares of the Company at an exercise price of US
4.00
per common share. The warrants expire
5
years from the issue date of the promissory note. Under the terms of the warrants, the exercise price of the warrant will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the exercise price equal to the common share offering. Because the exercise price of the warrants will vary if the Company issues common shares at a price lower than the exercise price of the warrants, the warrants are classified as liabilities.
The promissory note matures on
November 2, 2023
(the “Maturity Date”). The promissory note will be repaid commencing May 2022 in monthly instalments of US$
400,000
. At the Company’s option, the repayments will be made in cash or common shares of the Company, or a combination of both. If paid by the issuance of common shares, the repayment is paid at a redemption price equal to the greater of
90
% of the average five lowest daily volume-weighted average prices during the twenty trading days prior to the issuance of the common shares or US$
2.00
(the “Redemption Price”).
All or a portion of the US$
7,200,000
is convertible into common shares of the Company at a conversion price of US$
10.00
per common share (the “Conversion Price”), at the option of the holder, at any time subsequent to six months from the date of issuance to the maturity date of
November 2, 2023
. Under the terms of the promissory note, the conversion price of the promissory note will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the conversion price equal to the common share offering.
| F-25 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
14.
|
CONVERTIBLE DEBENTURES (CONT’D)
|
Note (14e) (Cont’d)
At any time during the promissory note outstanding, the Company can provide the holder of the promissory note written notice of its intention to repay the amount owing. If the notice is provided within the first 6 months post issuance, the Company is required to repay an amount equal to US$
7,000,000
. Subsequent to this time period, the amount outstanding must be converted in full. If the Company provides notice of prepayment, the holder has the option to convert up to
25
% of the principal amount at the lesser of the Redemption Price and the Conversion Price, as defined above.
Furthermore, if at any time prior to November 2, 2023, the Company proposes to offer or sell new securities, the Company shall first offer the holder the opportunity to purchase ten percent of the new securities.
Finally, should the Company subsequently issue equity interests of the Company for aggregate proceeds to the Company of greater than US$
10
million, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the holder, the Company will direct twenty percent of such proceeds from such issuance to repay the promissory note.
The Company has elected to measure the promissory note (hybrid contract) at fair value through profit or loss (“FVTPL”) on initial recognition and, as such, the embedded conversion feature is not separated.
The Company paid legal fees and expenses of $
1,145,538
related to the issuance of the promissory note and warrants which have been included in finance expense on the consolidated statement of operations for the year ending December 31, 2021.
On initial recognition, the fair value of the convertible promissory note was $
4,395,881
, and the warrants issued in conjunction with the instrument (see below) were valued at $
2,946,066
. The fair value of the components exceeded the transaction price of $
6,000,000
and the resulting difference has been deferred and will be recognized in the consolidated statement of operations over the term of the instrument on a straight-line basis, in the change in fair value of the convertible promissory note.
The unamortized fair value difference at December 31, 2021, and relat
e
d activity during the year is as follows:
| Balance, December 31, 2020 | $ | - | ||
| Fair value difference on issuance |
|
|||
| Recognized in profit or loss |
(
|
) | ||
| Balance, December 31, 2021 |
|
$
|
|
|
| F-26 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
14.
|
CONVERTIBLE DEBENTURES (CONT’D)
|
Note (14e) (Cont’d)
The balance of the promissory notes is as follows:
|
|
Promissory Note
|
|
||
| Balance, December 31, 2020 | $ |
|
||
| Fair value on initial recognition |
|
|||
| Change in fair value |
|
|||
| Unamortized day one fair value difference |
(
|
) | ||
| Balance, December 31, 2021 |
|
$
|
|
|
| Current portion |
|
|
(
|
)
|
| Long term portion | $ |
|
||
As at December 31, 2021 the total principal amount outstanding on the convertible promissory note is $
6,000,000
.
Fair value calculation
The Company estimated the fa
0.47
% -
1.18
%; share price of $
3.93
; expected dividend yield of
0
%; and expected volatility of
46
%. Based on these estimates, the promissory note had a fair value of $
4,395,881
upon issuance.
i
r value of the promissory note using a binomial lattice model with the following assumptions: risk-free rate of
On December 31, 2021, the fair value of the promissory note was estimated at $
4,573,411
using a binomial lattice model with the following assumptions: risk-free rate of
0.67
% -
1.27
%, share price of $
3.70
, expected dividend yield of
0
%, and expected volatility of
45
%.
There was no change in the fair value due to changes in own credit risk during the year.
Subsequent events
Subsequent to year-end, the Company completed a secondary offering of its common shares at a price of $
2.30
per common share. In accordance with the terms of the agreement, as the common shares of the secondary prices were offered at a price less than the stated Conversion Price (US$
10.00
per common share) of the promissory note and the Exercise Price of the warrants (US$
4.00
per common share), both the Conversion Price and the Exercise Price were revised to US$
2.30
per common share. In addition, as the total gross proceeds of the secondary offering were in excess of $
10,000,000
, excluding offering costs or other expenses, the Company was required to direct
20
% of the gross proceeds to the Lender. A total of US$
4,000,000
was repaid to the Lender on January 13, 2022.
| F-27 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
15.
|
WARRANT LIABILITY
|
The warrants allow for the purchase of
2,142,857
common shares of the Company at an exercise price of US
4.00
per common share. The warrants expire
5
years from the issue date of the promissory note. Under the terms of the warrants, the exercise price of the warrant will be adjusted if the Company closes an offering where the common shares of the Company are offered at a price less than the exercise price, resulting in a revision of the exercise price equal to the common share offering. Because the exercise price of the warrants will vary if the Company issues common shares at a price lower than the exercise price of the warrants, the warrants are classified as liabilities. (see 14(e) subsequent event for the change in exercise price as of January 13, 2022, to $
2.30
per share).
|
|
Warrant liability
|
|
||
| Balance, December 31, 2020 | $ |
|
||
| Warrants issued as part of the convertible promissory note |
|
|||
| Impact of warrants exercised during the year |
(
|
) | ||
| Change in fair value |
(
|
) | ||
| Balance, December 31, 2021 |
|
$
|
|
|
The fair value of the warrants as at the issuance date was $
2,946,066
and was determined using the Black-Scholes Option Pricing Model with the following assumptions: share price: $
3.93
; exercise price: $
4.00
; expected volatility:
39
%; dividend yield:
0
%, risk-free rate:
0.47
%.
During the year ended December 31, 2021, the holder exercised
250,000
warrants to acquire
250,000
common shares of the Company at an exercise price of $
4.00
per common share. As a result of the exercise of the warrants, the Company received gross proceeds of $
1,000,000
and the proportionate fair value of $
385,190
of the underlying warrants on the date of the exercise was transferred to share capital. The fair value of the warrants at the exercise date was determined using the Black-Scholes Option Pricing Model with the following assumptions: share price: $
4.60
; exercise price $
4.00
; expected volatility:
30
%; dividend yield:
0
%; risk-free rate:
1.24
%.
As at December 31, 2021, the fair value of the remaining
1,892,857
warrants payable was determined to be $
2,176,686
as calculated using the Black-Scholes Option Pricing Model with the following assumptions: share Price: $
3.70
; exercise price: $
4.00
; expected volatility:
37
%; dividend yield:
0
%; risk-free rate –
0.67
%.
|
16.
|
LONG TERM DEBT
|
On June 28, 2018, Signifi borrowed $
192,886
USD from the Business Development Bank of Canada (“BDC”) for a term of
four
years, payable in monthly instalments of principal and interest. This loan bears interest at the bank’s base rate +
3.2
%. The loan was repaid in full in September 2021 including all capital and interest. The loan was secured by the assets of Signifi and a guarantee by the Company and its Canadian subsidiaries. All security liens were removed before year-end.
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|||
|
Balance, Beginning of Year
|
|
$
|
|
|
$ |
|
||
| Foreign Exchange adjustment |
|
|
||||||
| Capital repayments in the period |
(
|
) |
(
|
) | ||||
|
|
|
|
|
|
|
|
|
|
|
Less: current portion of long term debt
|
- |
(
|
) | |||||
|
Balance, End of Year
|
|
$
|
|
|
|
$
|
|
|
| F-28 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
17.
|
FUTURE PURCHASE CONSIDERATION
|
|
2021
|
2020
|
|||||||
| Balance, beginning of the period | $ |
|
$ |
|
||||
| ClearRF future purchase consideration |
|
|
||||||
|
Balance, end of the period
|
|
$
|
|
|
|
$
|
|
|
| Classification: | ||||||||
| Short-term (payable within one year) | $ |
|
|
|||||
| Long-term |
|
|
||||||
The future purchase consideration arose on the acquisition of ClearRF as outlined in Not
e
4.
On March 31, 2022, the Company is required to pay $
155,015
in cash and to issue common shares of the Company valued at $
194,985
.
At each reporting period, management updates estimate with respect to the probability of payment form and recognize changes in the estimated value of future purchase consideration in profit or loss.
|
18.
|
SHARE CAPITAL
|
|
(a)
|
Authorized
Unlimited number of common shares without par value
|
Unlimited number of preferred shares without par value
As at December 31, 2021, the Company had
5,276,695
common shares issued and outstanding (2020-
4,663,331
). Subsequent to the year-end the Company issued
8,695,652
common shares for gross proceeds of $
20.0
MM in conjunction with a public offering on January 11, 2022, as more fully described in Subsequent Events Note # 30(a). As of the date of these financial statements total outstanding common shares is
13,972,347
.
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.
| F-29 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(b)
|
Common share transactions
|
Transactions for the year ended December 31, 2021 are as follows:
| (i) |
During the month of February 2021, the Company received multiple tradeable warrant exercises for total proceeds of $
|
| (ii) |
The company issued in February 2021, the
|
| (iii) |
As discussed in Note 4 -Acquisition of ClearRF, the Company issued
|
| (iv) |
On July 21, 2021, the Company issued
|
| (v) |
On October 28, 2021, received gross cash of $
|
| (vi) |
On December 7, 2021,
|
Transactions for the year ended December 31, 2020 are as follows:
| (i) |
On June 22, 2020, the Company issued
|
| (ii) |
On August 4, 2020, the Company completed a two part private placement raising aggregate gross proceeds of $
|
| (iii) |
On September 29, 2020 the Company completed an initial public offering of
|
| (iv) |
During the month of November 2020, the Company issued
|
| (v) |
On December 14, 2020, the Company issued
|
| F-30 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(b)
|
Common share transactions (cont’d)
|
| (vi) |
On December 31, 2020,
|
Transactions for the year ended December 31, 2019 are as follows:
| i) | Issued 5,668 common shares in connection with exercised of agents’ options for proceeds of $345,832. |
| ii) | Issued 80,865 common shares in connection with exercise of warrants for proceeds of $4,418,377. |
| iii) | Issued 6,897 common shares in connection with purchase consideration for Signifi with the value of the shares as $346,673. |
|
iv)
|
On August 29, 2019 the Company completed a non-brokered private placement of 51,724 units at a price of $44.29 ($58.00 CAD) per unit for gross proceeds of $2,290,916. Each unit consisted of one common share and one-half share purchase warrant. Each warrant is exercisable at a price of $68.23 ($87.00 CAD) for a period of two years. In conjunction with the placement, the Company incurred share issuance costs of $185,854. |
On December 23, 2019, the Company issued 3,324 common shares as compensation to the agents in connection to the issuance of the convertible debentures (Note 14). These shares were recorded at its market valu
e
of $118,560.
| F-31 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(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 10% 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 ti
m
e 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, 2018
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(
|
)
|
|
|
|
|
|
Outstanding options, December 31, 2019
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Expired/Cancelled
|
|
|
(
|
)
|
|
|
|
|
|
Outstanding options, December 31, 2020
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Expired/Cancelled
|
|
|
(
|
)
|
|
|
|
|
|
Outstanding options, December 31, 2021
|
|
|
|
|
|
$
|
|
|
| F-32 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(
c)
|
Stock options (cont’d)
|
As at December 31, 2021 stock optio
n
s outstanding are as follow
s
:
|
Grant Date
|
|
Number of
options outstanding |
|
Number of
options exercisable |
|
Weighted
Average Exercise Price |
|
Expiry date
|
|
Remaining contractual
life (years) |
|
||||
|
|
|
|
$ |
|
|
|
* | ||||||||
|
|
|
|
|
|
|
* | |||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
* | |||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
* | |||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
* | |||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
Total
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
||
* Expired subsequent to the year end.
| F-33 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(
c
)
|
Stock options (cont’d)
|
Transactions for the year ended December 31, 2021 are as follows:
During the year ended December 31, 2021 the Company recorded share-based payments expense of $
1,338,931
in relation to options vesting.
On January 2, 2021, the Company issued
62,000
stock options to various employees at an exercise price of $
11.50
of which
57,000
expire on January 2, 2026 and
5,000
expires on January 2, 2031.
On January 18, 2021, the Company issued
38,500
stock options to various employees and consultants at an exercise price of $
11.50
expiring on January 2, 2026.
On August 31, 2021, one of the employees was no longer with the Company. The employee had initially received
4,000
out of the
38,500
stock options issued on January 18, 2021. As a result of this employee’s departure,
2,500
of their unvested stock options were cancelled and the remaining
1,500
options expire one year from departure, August 31, 2022.
On October 29, 2021, one of the directors was no longer with the Company. The employee had initially received
20,000
out of the
38,500
stock options issued on January 18, 2021. As a result of this director’s departure,
10,000
of their unvested stock options were cancelled and the remaining
10,000
options expire one year from departure, October 29, 2022.
In December 2021,
1,500
stock options expired at an average of $
57.00
per share.
Stock option transactions subsequent to the year-end
The company issued a total of
3,870,000
options to executives, employees, and consultants with an exercise price of $
1.03
per share, as more fully described in Subsequent Events Note # 31(d).
Transactions for the year ended December 31, 2020 are as follows:
During the year ended December 31, 2020 the Company recorded share-based payments expense of $
517,678
in relation to options vesting.
On January 1, 2020,
the Company issued 2,690 stock options to various employees at an exercise price of $CAD56.86 that 2,069 expires on October 31, 2025 and 621 expires on January 1, 2023.
On November 15, 2020 the Company issued
276,500
stock options at an exercise price of $
6.00
USD per common share.
| F-34 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(
c
)
|
Stock options (cont’d)
|
Transactions for the year ended December 31, 2019 are as follows:
In the second quarter of 2019,
518 stock options with an exercise price of CAD$65.57 expired. In the fourth quarter of 2019, the Company issued 3,103 options to a director with an exercise price of CAD$72.50 per option.
The following weighted-average assumptions have been used for the Black-Scholes valuation for the stock options granted:
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
||||
| Exercise price | $ |
|
$ |
|
$ |
|
||||||
| Risk-free interest rate |
|
% |
|
% |
|
% | ||||||
| Expected life |
|
|
|
|||||||||
| Annualized volatility |
|
% |
|
% |
|
% | ||||||
| Dividend rate |
|
% |
|
% |
|
% | ||||||
|
(d)
|
Agents’ options:
|
Transactions for the year ended December 31, 2021, are as follows:
In December 2021,
6,597
agent’s options expired at an average exercise price of $
52.68
.
Agents’ options transactions subsequent to the year-end are as follows:
As part of the capital raise that occurred on January 11, 2022, the Company issued warrants to the placement agents to purchase
434,783
common shares at an exercise price of $
2.53
per share (the “Placement Agent Warrants”), which are exercisable
180
days from January 11, 2022, with a term of
five years
.
Transactions for the year ended December 31, 2020, are as follows:
The Company issued
1,702
agents’ options on the closing of the August 2020 capital raise at an exercise price of $
20.47
($
26.10
CAD) per common share and these agents’ options expire on July 28, 2022, adding an additional $
9,873
to reserves and share issuance costs.
The Company issued
113,500
agents’ options to the underwriter of its initial public offering at an exercise price of $6.60 USD per common share and these agents’ options expire on September 28, 2025, including in reserves an additional $
315,796
that are part of the share issuance costs.
On October 21, 2020, the underwriter of the initial public offering acquired 266,000 share purchase warrants pursuant to that certain underwriting agreement at $
0.01
per warrant. The warrant has an exercise price of $
6.85
USD with an expiry date of September 28, 2025. The Company added the black scholes value to these agent warrants adding an additional $
335,160
to reserves as part of the share issuance costs.
The Company issued
64,724
agents options to the placement agency of the December 31, 2020 capital raise at an exercise price of $
11.50
USD expiring on June 30, 2024, and using black scholes added $
420,508
to reserves as part of the share issuance costs.
| F-35 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(d)
|
Agents’ options (cont’d)
|
A summary of the Company’s agents’ options activity is as follows
|
Number of
options |
Weighted
average exercise price |
|||||||
|
Outstanding agent options, December 31, 2018
|
|
$ |
|
|||||
| Granted |
|
|
||||||
| Exercised |
(
|
) |
|
|||||
| Expired |
(
|
) |
|
|||||
|
Outstanding agent options, December 31, 2019
|
|
|
|
|
|
$
|
|
|
| Granted |
|
|
||||||
|
Outstanding agent options, December 31, 2020
|
|
|
|
|
|
|
|
|
| Expired |
(
|
) |
|
|||||
|
Outstanding agent options, December 31, 2021
|
|
|
|
|
$
|
|
|
|
On December 31, 2021 agents’ options outstan
d
ing are as follows:
|
Grant Date
|
|
Number of
options outstanding |
|
|
Number of
options exercisable |
|
|
Weighted
Average Exercise Price |
|
|
Expiry date
|
|
Remaining
contractual life (years) |
|
||||
|
|
|
|
$ |
|
|
|
||||||||||||
|
|
|
|
$ |
|
|
|
||||||||||||
|
|
|
|
$ |
|
|
|
||||||||||||
|
|
|
|
$ |
|
|
|
||||||||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
| F-36 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL (CONT’D
)
|
|
(e)
|
Share purchase warrants
|
A summary of the Company’s share purchase warrant activity is as follows:
Transactions for the year ended December 31, 2021 are as follows:
| a. |
During the year,
|
| b. |
In February 2021,
|
| c. |
In October 2021,
|
| d. |
On December 7, 2021,
|
| e. | See Note 15 for warrants issued in the debenture financing. These warrants have met the criteria of a liability instrument on these financial statements. |
Share purchase warrant transactions subsequent to the year-end are as follows:
On January 11, 2022, as part of the capital raise, as more fully described in the subsequent events Note 31(e), the Company issued
9,999,999
share purchase warrants at an exercise price of $
2.30
per share. Each Warrant was exercisable immediately and has a term of
five years
from the issue date.
Transactions for the year ended December 31, 2020 are as follows:
| a) |
On June 23, 2020, as part of the
10
% convertible debenture referred to in 14(c), the Company issued
|
| b) |
On July 28, 2020, as part of the capital raise per 17(b)(ii), the Company issued
74,138
share purchase warrants at an exercise price of $
20.47
with an expiry date of July 28, 2022.
|
| c) |
On September 29, 2020, the Company issued
|
| d) | On December 31, 2020, the Company issued 1,294,500 share purchase warrants to the investors who participated in the private placement. Each unit consisted of one common share and one share purchase warrant. The warrant has an exercise price of $11.50 USD with an expiry date of June 29, 2024. |
Transactions for the year ended December 31, 2019 are as follows:
| a. | On August 20, 2019 the Company granted 25,863 share purchase warrants as part of the unit of a private placement. These warrants have an expiry date of August 20, 2021 and an exercise price of $68.63 ($CAD87.00). |
| b. | On December 23, 2019 the Company granted 54,248 share purchase warrants as part of the unit of a debenture issue. These warrants have an expiry date of December 23, 2022 and an exercise price of $51.18 ($CAD65.25). |
| c. | Prior to their expiry on March 16, 2019, 80,865 share purchase options were exercised at $68.36 for total proceeds of $5,529,858. |
| d. | On March 16, 2019, 5,196 share purchase warrants from a private placement, expired at $68.36. |
| e. | On December 28, 2019, 31,724 share purchase warrants, granted from a debenture issue, expired at $76.90. |
| F-37 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
18.
|
SHARE CAPITAL
(
cont’d
)
|
|
(e)
|
Share purchase warrants (cont’d)
|
|
|
|
|
Number of
Warrants |
|
|
Weighted
average exercise price |
|
|
|
Outstanding, December 31, 2018
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(
|
)
|
|
|
|
|
|
Expired
|
|
|
(
|
)
|
|
|
|
|
|
Outstandin
g, December 31, 2019
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2020
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(
|
)
|
|
|
|
|
|
Expired
|
|
|
(
|
)
|
|
|
|
|
|
Outstanding, December 31, 2021
|
|
|
|
|
|
$
|
|
|
At December 31, 2021, share purchase warrants outstanding and exercisable are as
follows
:
|
Grant Date
|
|
Number of
Warrants outstanding and exercisable |
|
|
Exercise Price
|
|
|
Expiry date
|
|
|||
|
23-Dec-19
|
|
|
|
|
|
|
|
|
|
|
23-Dec-22
|
|
|
28-Jul-20
|
|
|
|
|
|
|
|
|
|
|
28-Jul-22
|
|
|
29-Sep-20
|
|
|
|
|
|
|
|
|
|
|
28-Sep-25
|
|
|
31-Dec-20
|
|
|
|
|
|
|
|
|
|
|
30-Jun-24
|
|
|
26-Oct-21
|
|
|
|
|
|
|
|
|
|
|
03-Nov-26
|
|
|
Total
|
|
|
|
|
|
$
|
|
|
|
|
|
|
| F-38 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
19.
|
COST OF SALE
S
|
|
(in thousands)
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|
31-Dec-19
|
|
|||
|
Inventory expensed
|
|
$
|
|
|
$ |
|
$ |
|
||||
| Royalties |
|
|
|
|
|
|
||||||
| Other expenses |
|
|
|
|
|
|
||||||
|
Total
|
|
$
|
|
|
$ |
|
$ |
|
||||
|
20.
|
SELLING AND MARKETING EXPENSES
|
|
(in thousands)
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|
31-Dec-19
|
|
|||
| Salaries and related expenses |
|
$
|
|
|
$ |
|
$ |
|
||||
| Advertising and marketing |
|
|
|
|
|
|
||||||
| Travel and conferences |
|
|
|
|
|
|
||||||
|
Total
|
|
$
|
|
|
$ |
|
$ |
|
||||
|
21.
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
(in thousands)
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|
31-Dec-19
|
|
|||
| Salaries and related expenses |
|
$
|
|
|
$ |
|
$ |
|
||||
| Professional services |
|
|
|
|
|
|
||||||
| Consulting and director fees |
|
|
|
|
|
|
||||||
| Management fees |
|
|
|
|
|
|
||||||
| Travel |
|
|
|
|
|
|
||||||
| Office and general |
|
|
|
|
|
|
||||||
| Regulatory and filing fees |
|
|
|
|
|
|
||||||
| Shareholder relations |
|
|
|
|
|
|
||||||
|
Total
|
|
$
|
|
|
$ |
|
$ |
|
||||
| F-39 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
22.
|
FINANCE EXPENSES
|
| 31-Dec-21 | 31-Dec-20 | 31-Dec-19 | ||||||||||
| Interest paid and acretive interest on debentures | $ |
|
$ |
|
$ |
|
||||||
| Interest expense on long term debt |
|
|
|
|||||||||
| Interest on bank loans |
|
|
|
|||||||||
| Other interest and bank charges |
|
(
|
) |
|
||||||||
| Loss (gain) on redemption of debentures |
|
(
|
) |
|
||||||||
| Interest earned on director's loan |
(
|
) |
(
|
) |
(
|
) | ||||||
| Interest expense on lease obligations |
|
|
|
|||||||||
| Total | $ |
|
$ |
|
$ |
|
||||||
|
23.
|
TRANSACTION COSTS
|
Transaction costs incurred in 2021 are $
1,254,542
which costs of $
1,175,573
for the issuance of the convertible promissory note on November 3, 2021, as more fully described in Note 14(e), and $
79,069
for the legal and due diligence costs for the acquisition of ClearRF, as more fully described in Note 4.
Transaction costs incurred in 2020 of $
1,414,616
are incremental costs that are directly attributable to the uplisting onto Nasdaq and the Company’s associated initial public offering that do not meet the criteria to be treated as a share issuance cost but are disclosed separately as an expense. These transaction costs include a proportion of legal fees, accounting fees as well as
100
% of filing fees, marketing costs for the uplisting and the initial public offering, and other professional fees and expenses.
Transaction costs in 2019 was
NIL
| F-40 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
24.
|
INCOME TAXES
|
The reconciliation of income taxes at statutory rates is as follows:
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||
|
Loss for the year
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Expected income tax (recovery)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Change in statutory, foreign tax, foreign exchange rates and other
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Permanent differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of flow through share
|
|
|
||||||||||
|
Share issue cost
|
|
|
-
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Impact of convertible debenture
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Adjust prior years provision vs statutory tax returns and expiry of non-capital losses
|
|
|
(
|
)
|
|
|
|
|
|
|
||
|
Expiry of non-capital losses
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Change in unrecognized deductible temporary differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense (recovery)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Current income tax
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Deferred tax recovery
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The significant components of the Company’s deferred tax assets and liabilities are as follows:
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||
|
Deferred tax assets (liabilities)
|
|
|
||||||||||
|
ROU assets and lease liabilities
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Intangible Assets
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
||
|
Convertible Debenture
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Non-capital losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:
|
|
|
2021
|
|
|
Expiry
Date Range |
|
2020
|
|
|
Expiry
Date Range |
|
2019
|
|
|
Expiry
Date Range |
|||
|
Temporary Differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Receivables
|
|
$
|
|
|
|
No expiry date
|
|
$
|
|
|
|
No expiry date
|
|
$
|
-
|
|
|
No expiry date
|
|
Property, plant, and equipment and intangibles
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
Financing cost
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
2040 to 2044
|
|
|
|
|
|
2039 to 2043
|
|
Inventory
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
|
-
|
|
|
No expiry date
|
|
Allowance for doubtful accounts
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
|
-
|
|
|
No expiry date
|
|
Warrant liability
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowable capital losses
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
Non-capital losses available for future periods
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
see below
|
|
|
|
|
|
see below
|
|
Canada
|
|
|
|
|
|
2026-2041
|
|
|
|
|
|
2026 to 2040
|
|
|
|
|
|
2026 to 2039
|
|
Israel
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
|
|
|
|
No expiry date
|
|
United States
|
|
|
|
|
|
No expiry date
|
|
|
-
|
|
|
No expiry date
|
|
|
-
|
|
|
No expiry date
|
|
|
| F-41 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended D
e
cember 31, 2021 and 2020
|
25.
|
CAPITAL MANAGEMENT
|
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
The Company defines capital as consisting of shareholder’s equity. The Company’s objectives when managing capital are to support the creation of shareholder value, as well as to ensure that the Company is able to meet its financial obligations as they become due.
The Company manages its capital structure to maximize its financial flexibility making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
As at December 31, 2021, the Company is subject to externally imposed capital requirements arising from the repayment of monthly principal payments on the convertible promissory note outstanding, as described in Note 14. The Company is also subject to a debt covenant in relation to the factoring agreement described in Note 5.
|
26.
|
FINANCIAL INSTRUMENTS
|
Fair Value
.
The convertible promissory note is estimated at fair value using a binomial lattice model using the following inputs: stock price (Level 1 input); risk-free rates (Level 1 input); credit spread (Level 3 input); volatility (Level 3 input).
Sensitivity Analysis:
|
Type
|
Valuation Technique
|
Key Inputs
|
Inter-relationship between significant inputs and fair value measurement
|
|
Convertible Promissory Note
|
The fair value of the convertible promissory note has been calculated using a binomial lattice methodology
|
Key observable inputs
·
Share price (December 31, 2021: US $
·
Risk-free interest rate (December 31, 2021:
·
Dividend yield (December 31, 2021:
Key unobservable inputs
·
Instrument specific spread (December 31, 2021:
·
Credit spread (December 31, 2021:
|
The estimated fair value would increase (decrease) if:
·
·
·
·
·
|
| F-42 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
26.
|
FINANCIAL INSTRUMENTS (CONT’D)
|
|
Convertible Promissory Note, December 31, 2021
|
||||||||
| Comprehensive loss | ||||||||
| Increase | Decrease | |||||||
|
Expected volatility (
|
|
(
|
) | |||||
|
Credit spread (
|
(
|
) |
|
|||||
|
Instrument specific spread (
|
(
|
) |
|
|||||
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
24
% of the Company's revenue for the year ended December 31, 2021 (2020 -
14
%) 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. 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 s 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 $
930,971
(2020-$
1,530,667
).
The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was as follows:
|
(in thousands)
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
||
| EMEA | $ |
|
$ |
|
||||
| Australia |
|
|
||||||
| North America |
|
|
||||||
| Total | $ |
|
$ |
|
||||
| F-43 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
26.
|
FINANCIAL INSTRUMENTS (CONT’D)
|
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.
The Company has a factoring agreement with external funding (Note 6).
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.
| F-44 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
26.
|
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. The functional currency of the Company is the USD as of October 1, 2020 as discussed in Note 2. As at December 31, 2021 the Company’s exposure to foreign currency risk with respect to financial instruments is as fo
l
lows
:
|
(in USD thousands)
|
|
USD
|
|
|
NIS
|
|
|
CAD
|
|
|
Total
|
|
||||
|
Financial assets and financial liabilities:
|
||||||||||||||||
|
Current assets
|
||||||||||||||||
| Cash and restricted cash |
|
|
|
|
||||||||||||
| Trade and other receivables |
|
|
|
|
||||||||||||
| Advances to supplier |
|
- | - |
|
||||||||||||
|
Current liabilities
|
||||||||||||||||
| Bank loan | - |
(
|
) | - |
(
|
) | ||||||||||
| Accounts payable and accrued liabilities |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Due to related party |
|
|
|
|||||||||||||
| Future purchase consideration |
(
|
) |
(
|
) | ||||||||||||
| Convertible debentures |
(
|
) |
|
- |
(
|
) | ||||||||||
| Warrant liability |
(
|
) |
|
- |
(
|
) | ||||||||||
|
Total
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
| 10% fluctuation in exchange rate |
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
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 n the fair value of both the convertible promissory note and the warranty liability which are revalued based on changes parameters which include 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.
| F-45 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
27.
|
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 years ended December 31, 2021, 2020 and 2019 are as follows:
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Payments to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, consulting and directors’ fees
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Salaries, consulting and directors' fees shown above are classified within profit and loss as shown below:
|
|
|
|
|
|
(in thousands)
|
|
||||||||||
|
Type of Service
|
|
Nature of Relationship
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Selling and marketing expenses
|
|
VP Technology/VP Sales International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense
|
|
Companies controlled by the CEO, CFO and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan to Director
On April 1, 2019 the Company loaned to a director and its chief Executive Officer, $
200,000
USD. This loan was for a term of
5
years with interest charged at rate of
7
% per annum payable quarterly. As of January 1, 2020, the interest rate on the loan was increased to
12
% per annum. There were no capital repayment requirements until the end of the term when a balloon payment of the principal balance was required. The director repaid the loan in full on May 23, 2021.
| F-46 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
28.
|
SEGMENTED INFORMATION
|
The Company is domiciled in Canada and it operates and produces its income primarily in Israel, Europe and North America
.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of the customers and is as follows:
|
External Revenues (in thousands)
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|
31-Dec-19
|
|
|||
| EMEA |
|
$
|
|
|
$ |
|
$ |
|
||||
| USA |
|
|
|
|
|
|
||||||
| Canada |
|
|
|
|
|
|
||||||
| Australia and New Zealand |
|
|
|
|
|
|
||||||
| Total |
|
$
|
|
|
$ |
|
$ |
|
||||
|
Non-current assets in thousands $
|
|
2021
|
|
|
2020
|
|
||
|
Long term receivable total
|
|
$
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use assets total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan to director total
|
|
$
|
-
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles-total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
Revenues by product (in thousands)
|
|
31-Dec-21
|
|
|
31-Dec-20
|
|
|
31-Dec-19
|
|
|||
|
Cellular boosters and related accessories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rugged devices and related accessories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
| F-47 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
29.
|
MAJOR CUSTOMERS
|
Revenues from
three
customers of the Company for the year ended December 31, 2021, represent approximately $
5,129,000
or
54
% of the Company’s total revenues (December 31, 2020,
four
customers representing $
2,445,000
or
41
% of total revenues), (December 31, 2019,
four
customers representing $
4,808,000
or
49
% of total revenues), of which
two
of these customers in 2020 required extended payment terms,
50
% bad debt provisions were taken on these accounts as part of the Company’s accounting policy for aged receivable provisions
)
.
|
30.
|
SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS
|
During the year ended December 31, 2021, the Company paid $
772,300
(December 31, 2020 - $
872,505
, December 31, 2019 - $
615,151
) in interest and $
Nil
(December 31, 2020 and 2019 - $
Nil
) in income taxes.
During
the
year ended December 31, 2021, the Company incurred the following non-cash investing or financing activities:
|
(a)
|
Recognized $910,055 in right of use assets and $833,766 in lease liabilities.
|
|
(b)
|
Issued $560,000 in share capital which was accrued in the prior year for services.
|
|
(c)
|
Issued $36,050 in share capital in settlement of debt.
|
During
the
year ended December 31, 2020, the Company incurred the following non-cash investing or financing activities:
|
(a)
|
Reclassified $40,980 from convertible debenture to share capital as the result of a conversion of $57,692 of debentures into 1,149 shares.
|
|
(b)
|
Recognized $912,916 of accretion of the convertible debentures, classified $56,471 of long-term debt, $127,776 of lease obligations and $6,160,769 of convertible debentures all as current liabilities.
|
|
(c)
|
Issued shares with a value of $710,970 and accrued shares to be issued of $560,000 in exchange for services.
|
|
(d)
|
Recognized $306,085 in right of use assets and lease liabilities.
|
During
the
year ended December 31, 2019 the Company incurred the following non-cash investing or financing activities:
|
(a)
|
Reclassified $98,068 from reserves to share capital as the fair value of agents’ options exercised during the period.
|
|
(b)
|
Reclassified $12,757 from reserves to share capital as the fair value of agents’ options that expired in the period.
|
|
(c)
|
Recognized $331,430 of accretion of the convertible debentures and classified $44,547 of long-term debt as current.
|
| F-48 |
Siyata Mobile Inc.
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
As at and for the years ended December 31, 2021 and 2020
|
31.
|
SUBSEQUENT EVENTS
|
| (a) |
On January 11, 2022, the Company completed an underwritten public offering in the United States, raising a total of $
|
In addition, the Company issued
1,480,000
pre-funded units (“Pre-Funded Units”) at $
2.29
per Pre-Funded Unit. Each Pre-Funded Unit is comprised of a
one
-pre-funded warrant (a “Pre-Funded Warrant”) to purchase one common share, and one warrant to purchase
one
common share. The Pre-Funded Warrant allows the holder to acquire
one
common share of the Company at an exercise price of $
0.01
per common share, and a warrant to purchase a common share at an exercise price of $
2.30
per share. The warrant is exercisable immediately and has a term of
5
years. Each Pre-Funded Warrant is exercisable immediately and is exercisable until all Pre-Funded Warrants are exercised.
The Company concurrently sold an additional
1,304,347
warran
1,304,347
common shares exercisable at $
2.30
per share (the “Option Warrants”) pursuant to an over-allotment option exercised by the underwriter. The exercise price of the warrants issued in connection with the exercise of the over-allotment option was $
0.0097
per warrant. Each Option Warrant is exercisable immediately and has a term of
five years
from the issue date.
t
s to purchase
The Company also issued warrants to the placement agents to purchase
434,783
common shares at an exercise price of $
2.53
per share (the “Placement Agent Warrants”), which are exercisable
180
days from January 11, 2022, with a term of
five years
.
In aggregate, the Company issued
7,215,652
common shares,
1,480,000
Pre-Funded Warrants,
9,999,999
Unit Warrants and warrants, and
434,783
Placement Agent Warrants.
The direct costs related to the issuance of the common shares and warrants issued in the January 2022 underwritten public offering were $
1,930,913
, excluding the cost of the Placement Agent Warrants.
Subsequent to year-end, the
1,480,000
Pre-Funded Warrants were exercised for gross proceeds of $
14,800
, converting into
1,480,000
common shares that were fully issued.
|
(
b
)
|
In accordance with the terms of the convertible promissory note agreement with the Lender, as outlined in Note 14(e), in the event of any subsequent capital raises, both the conversion price and the exercise price of warrants are at a price less than the stated Conversion Price (US$
|
| (c) |
In addition, as the total gross proceeds of the common share offering, as more fully described in Note 31(a) is in excess of $
|
|
(d)
|
The company issued a total of
|
| F-49 |
TABLE OF CONTENTS
Item 5. Operating and Financial Review and Prospects Share Capital Above