VANCOUVER, BC, Aug. 14, 2025 /PRNewswire/ -- Siyata Mobile Inc. (Nasdaq: SYTA) ("Siyata" or the "Company"), a global developer and vendor of mission-critical Push-to-Talk over Cellular (PoC) handsets and accessories, today announced its financial results for the three months ended June 30, 2025.These financial results pertain exclusively to Siyata Mobile Inc. and do not reflect or include any financial information or performance of Core Gaming Inc., a rising innovator in AI-driven creative technologies, who ...

Core Viewpoint - Siyata Mobile Inc. plans to release its financial results for the second quarter ended June 30, 2025, on or around August 14, 2025, after market close [1] Company Overview - Siyata Mobile Inc. is a global developer and vendor of mission-critical Push-to-Talk over Cellular (PoC) handsets and accessories, primarily serving first responders and enterprise workers [3] - The company offers a portfolio of rugged PTT handsets and accessories that enhance communication over nationwide cellular networks, aimed at increasing situational awareness and saving lives [3] - Siyata's products are utilized by various organizations, including police, fire, ambulance services, schools, utilities, security companies, hospitals, and waste management companies [3] Product Offerings - In addition to PTT handsets, Siyata provides enterprise-grade In-Vehicle solutions and Cellular Booster systems to ensure effective communication in vehicles and areas with weak cellular signals [4] - The company sells its products through leading North American cellular carriers and international distributors [4] Stock Information - Siyata's common shares are traded on the Nasdaq under the ticker symbol "SYTA," while its previously issued common warrants trade under "SYTAW" [5]

Core Viewpoint - Siyata Mobile is advancing towards a $185 million merger with Core Gaming, pending Nasdaq approval, positioning itself as a significant player in the $5 billion Push-to-Talk over Cellular (PoC) market projected to grow at a 12% CAGR through 2030 [1][2] Group 1: Company Strengths - Siyata has a strong IP portfolio and hardware design capabilities, with multiple patents in mobile integration, which could synergize with Core Gaming's AI-driven content [3] - The company has carrier-grade mobile tech expertise, having collaborated with Tier 1 telecom partners like Verizon, AT&T, and T-Mobile, enhancing its enterprise PoC position [4] - Siyata's device contracts with law enforcement and EMS provide recurring revenue opportunities [5] - The launch of the SD7 ULTRA, a rugged 5G PoC device integrating AI, aligns with the expected growth of the PoC market to $10 billion by 2028 [6] - Siyata has demonstrated cost discipline and operational restructuring over the past 18 months [7] - The strategic realignment towards digital expansion indicates a shift from legacy hardware to AI-powered content and infrastructure [8] - The company has access to defense, public safety, and logistics markets, leveraging its ties to first responders and industrial buyers [9] - Plans to relocate U.S. manufacturing in 2025 aim to reduce supply chain risks and capitalize on domestic incentives [10] Group 2: Leadership and Market Position - Siyata's leadership team possesses extensive capital markets experience, essential for Core Gaming's growth phase [12] - The existing Nasdaq listing of Siyata provides a foundation for Core Gaming's public market entry, facilitating regulatory access and institutional visibility [13] Group 3: Market Outlook - The merger aims to create a hybrid telecom-AI gaming company with a target of $100 million in combined revenue for 2025, leveraging Siyata's operational backbone and Core Gaming's content capabilities [14]

Core Insights - Siyata Mobile Inc. has announced a strategic partnership with RAM® Mounts to deliver advanced in-vehicle solutions for its SD7 and SD7 ULTRA handsets, which will be showcased at APCO 2025 [1][2][3] Group 1: Partnership Details - The collaboration aims to combine Siyata's Push-to-Talk (PoC) handsets with RAM®'s high-performance mounting systems, targeting first responders, transportation fleets, utility workers, and enterprise customers [2][3] - The integrated solutions will be demonstrated at RAM's booth 2714 during APCO 2025, highlighting the SD7, SD7 ULTRA, and compatible RAM® mounting systems [3] Group 2: Company Background - Siyata Mobile Inc. specializes in next-generation Push-To-Talk over Cellular handsets and accessories, enhancing communication for first responders and enterprise workers [6][7] - RAM® Mounts, established in 1990, is recognized for its rugged and versatile mounting solutions, offering approximately 5,000 modular components designed for various applications [4][5][6]

Core Insights - Siyata Mobile is nearing the completion of its $185 million merger with Core Gaming, pending Nasdaq approval, as indicated by a recent Form 6-K filing with the SEC [1][2][9] - The merger represents a strategic shift for Siyata Mobile, transitioning from enterprise-grade communication devices to the high-growth sectors of AI, gaming, and digital media [5] Core Gaming Overview - Core Gaming, founded in 2020, has established itself as a leader in the mobile and AI gaming industry, with a cross-platform ecosystem that includes over 2,100 mobile games and applications [3][12] - The company has achieved significant user engagement, with 790 million cumulative downloads and 43 million monthly active users across 140 countries [6][12] Financial Performance - Core Gaming's revenue has shown substantial growth, with projections indicating an increase from $57 million in 2023 to over $100 million in 2025 [7][8] - The revenue streams are diversified, including in-app purchases, AI subscriptions, and advertising, with expectations for brand partnerships to enhance monetization [4] Strategic Implications - The merger will allow Core Gaming to access capital markets, facilitating growth and potential strategic acquisitions, while ensuring a 10% equity stake for legacy Siyata shareholders [8][10] - The Form 6-K filing signals that final regulatory approvals are imminent, with a subsequent Form 8-K filing expected to confirm the merger's completion [9][15]

Core Viewpoint - Siyata Mobile has filed a Form 6-K indicating significant progress towards its $185 million merger with Core Gaming, which is pending Nasdaq approval [1][2][3] Merger Details - The merger aims to leverage Core Gaming's 43 million monthly active users and its innovative AI COMIC App, marking a strategic shift for Siyata Mobile into the AI-powered gaming market valued at $28 billion [2][5] - The Form 6-K filing includes critical updates on financial standing, business operations, and material events, including both audited and unaudited financial statements for Core Gaming [2][3] Financial Projections - Core Gaming's CEO has stated a goal to exceed $100 million in revenue in 2025 and to achieve profitability for the combined entity [4] - Historical revenue figures for Siyata Mobile show growth from $13.2 million in 2021 to an estimated $80.8 million in 2024 [14] Shareholder Considerations - Legacy shareholders of Siyata Mobile are guaranteed to retain at least 10% ownership in the combined company, ensuring continued participation in future growth [4][8] Company Profiles - Core Gaming has developed over 2,100 games with more than 790 million cumulative downloads and 43 million monthly active users, positioning itself as a significant player in the AI gaming sector [7][10]

Core Acquisition and Performance - Siyata Mobile is progressing towards closing its $180 million acquisition of Core Gaming, an AI technology and mobile entertainment platform [1][7] - Core Gaming's AI COMIC app has shown significant user growth, with the user base in Japan and South Korea increasing from 2,500 to over 32,000, representing a 1,200% increase [3] Strategic Vision and Market Position - Core Gaming's CEO, Aitan Zacharin, emphasized the success of AI COMIC in Japan and South Korea as validation of their strategic vision, with ROI in the region more than tripling due to targeted localization efforts [4] - The company has developed over 2,100 games, achieving more than 780 million downloads and over 43 million monthly active users across 140 countries [10] Market Outlook and Future Potential - The AI gaming market is experiencing strong global growth, with increasing demand for AI-based content experiences, an area where Core Gaming is already performing well [5] - Core Gaming's infrastructure is designed for scalability, enabling transformation across various sectors including gaming, marketing, and education [6]

Company Overview - Siyata Mobile is in the final stages of a $180 million reverse merger with Core Gaming, with only a few trading days left in Q2 2025 for the deal to close [1] - The merger aims to position the company in the AI-powered mobile gaming sector, which is currently seen as scalable and profitable [2] Merger Details - The final step for the merger is obtaining NASDAQ's approval for continued listing post-merger, which is expected to happen soon [2] - Post-merger, Core Gaming shareholders will own up to 90% of the combined entity, while Siyata shareholders will retain at least 10% [3] Core Gaming's Strengths - Core Gaming is not a speculative startup; it boasts over 2,100 mobile games, 700 million downloads, and 43 million monthly active users [7] - The estimated revenue for Core Gaming in 2024 is over $80 million, supported by AI-powered storylines and visual content [7] Future Outlook - The merger is structured to enhance Core Gaming's visibility and access to capital, potentially attracting new institutional interest [4]

[Management Discussion and Analysis](index=1&type=section&id=Management%20Discussion%20and%20Analysis) This section analyzes the company's financial performance, liquidity, and future outlook, addressing key risks and corporate developments [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions that forward-looking statements are subject to significant risks and uncertainties that may cause actual results to differ materially - The report includes forward-looking statements identified by words like "may," "expects," "plans," and are subject to risks that could cause material differences in actual results[2](index=2&type=chunk) - Key risk factors highlighted include market size and acceptance, ability to expand sales, regulatory impacts, competition, funding, strategic partnerships, and Nasdaq listing requirements[4](index=4&type=chunk)[9](index=9&type=chunk) - The company undertakes no obligation to update these forward-looking statements, and readers are cautioned not to place undue reliance on them[6](index=6&type=chunk)[8](index=8&type=chunk) [Key Information](index=4&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines the substantial financial, operational, and geopolitical risks impacting the company's business and securities [Risk Factors](index=4&type=section&id=D.%20Risk%20Factors) The company faces significant financial, operational, geopolitical, and intellectual property risks, alongside challenges related to its securities - The company has a history of operating losses and an accumulated deficit of **$119.8 million** as of March 31, 2025 Auditors have expressed substantial doubt about its ability to continue as a going concern[17](index=17&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - Material weaknesses in internal controls over financial reporting were identified for fiscal years 2021, 2022, 2023, and 2024, related to revenue recognition, inventory controls, and R&D cost capitalization[17](index=17&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The company relies heavily on channel partners (e.g., AT&T, Verizon) for a majority of its revenue and is dependent on a small number of customers, with five customers accounting for **64% of revenue in FY2024**[17](index=17&type=chunk)[48](index=48&type=chunk)[92](index=92&type=chunk) - Operations in Israel expose the company to risks from political and military instability, including the recent conflict with Hamas, which could disrupt operations and affect personnel[23](index=23&type=chunk)[153](index=153&type=chunk)[163](index=163&type=chunk) - The company faces risks from US-China trade policies and tariffs, as it manufactures mobile phones in Shenzhen, China, and imports products into the U.S[25](index=25&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Information on the Company](index=43&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details Siyata Mobile Inc.'s corporate history, business operations, product offerings, market strategy, and pending merger with Core Gaming [History and Development of the Company](index=43&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This section outlines the company's corporate evolution, including its reverse acquisition, Nasdaq listing, and ongoing "going concern" status - The company became Siyata Mobile Inc. on July 24, 2015, through a reverse acquisition of an Israel-based cellular technology company[209](index=209&type=chunk) - The company's shares were listed on the Nasdaq Capital Market on September 25, 2020, after delisting from the TSXV[211](index=211&type=chunk) - Auditors have included a "going concern" paragraph in the report for the fiscal year ended December 31, 2024, expressing doubt about the company's ability to continue as an ongoing business[212](index=212&type=chunk) [Business Overview](index=45&type=section&id=B.%20Business%20Overview) Siyata Mobile develops PoC devices and cellular boosters for enterprise and first responders, distributing through major carriers, and is merging with Core Gaming - Siyata is a B2B global developer of Push-To-Talk over Cellular (PoC) handsets and accessories for first responders and enterprise workers[217](index=217&type=chunk) - Key products include the SD7 rugged PTT handset, the VK7 in-vehicle kit, and Uniden cellular boosters[220](index=220&type=chunk)[222](index=222&type=chunk)[229](index=229&type=chunk) - The company sells through major U.S. carriers like AT&T, FirstNet, Verizon, and T-Mobile, as well as international carriers[218](index=218&type=chunk)[232](index=232&type=chunk) - The company is merging with Core Gaming, Inc., a mobile gaming developer that uses AI tools to develop, distribute, and monetize casual games, reaching over **40 million active users monthly**[254](index=254&type=chunk)[255](index=255&type=chunk)[300](index=300&type=chunk) [Organizational Structure](index=58&type=section&id=C.%20Organizational%20Structure) This section details the company's organizational structure, comprising Siyata Mobile Inc. and its eight wholly-owned subsidiaries across multiple countries Subsidiaries as of March 31, 2025 | Name of Subsidiary | Principal Activities | Place of Incorporation | Ownership | | :--- | :--- | :--- | :--- | | Queensgate Resources Corp | Inactive | British Columbia, Canada | 100% | | Queensgate Resources US Corp | Inactive | Nevada, USA | 100% | | Siyata Mobile (Canada) Inc. | Inactive | British Columbia, Canada | 100% | | Siyata Mobile Israel Ltd. | R&D and wholesale distribution | Israel | 100% | | Signifi Mobile Inc. | Wholesale distribution | Quebec, Canada | 100% | | ClearRf Nevada Ltd. | Inactive | Nevada, USA | 100% | | ClearRF LLC | Inactive | Washington, USA | 100% | | Siyata PTT | Inactive | Calyman Islands | 100% | [Property, Plant and Equipment](index=58&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment) The company leases two warehouse and office facilities in Quebec, Canada, with both lease agreements expiring in May 2024 - The company leases its main warehouse and sales headquarters in Montreal, Quebec (**5,616 sq. ft.**) and additional warehouse space in Chateauguay, Quebec (**2,837 sq. ft.**)[286](index=286&type=chunk) - Both lease agreements were set to expire on May 31, 2024[286](index=286&type=chunk) [Operating and Financial Review and Prospects](index=58&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's Q1 2025 operating results, liquidity, capital resources, R&D, critical accounting estimates, and related party transactions [Operating Results](index=58&type=section&id=A.%20Operating%20Results) Q1 2025 saw a slight revenue increase to **$2.47 million**, but gross margin declined significantly, leading to a wider net loss of **$3.79 million** Q1 2025 vs Q1 2024 Financial Performance | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $2,468,331 | $2,357,879 | +4.7% | | Gross Profit | $530,236 | $863,417 | -38.6% | | Gross Margin | 21.5% | 36.6% | -15.1pp | | Net Loss | $(3,789,068) | $(2,797,020) | +35.5% | | Adjusted EBITDA | $(2,576,088) | $(1,527,011) | +68.7% | - The decrease in gross margin was primarily due to a lower proportion of high-margin sales in the EMEA region and liquidation of booster inventory at reduced prices[313](index=313&type=chunk) - Significant events in Q1 2025 include entering into a merger agreement with Core Gaming Inc., securing new orders for SD7 handsets, and signing a development agreement with a Fortune 100 U.S. telecom company for up to **$1 million**[297](index=297&type=chunk)[300](index=300&type=chunk)[306](index=306&type=chunk) [Liquidity and Capital Resources](index=63&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company faces a significant working capital deficit and accumulated deficit, relying on financing activities to sustain operations and address going concern issues Financial Position as of March 31, 2025 | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash Balance | $547,254 | $181,730 | | Accumulated Deficit | $(119,810,239) | $(116,021,171) | | Working Capital | $(3,184,282) | $(4,947,281) | - Net cash from financing activities was **$3.06 million** in Q1 2025, largely due to **$5.23 million** raised from an equity line of credit, which was offset by redemption of preferred shares and a decrease in bank loans[335](index=335&type=chunk) - The company has conducted multiple reverse stock splits, including a **100-for-1 split** in August 2023 and a **7-for-1 split** in December 2023[341](index=341&type=chunk)[342](index=342&type=chunk) - As of March 31, 2025, there were **3,016,519 common shares** and **622 Class C preferred shares** issued and outstanding[338](index=338&type=chunk)[343](index=343&type=chunk) [Research and Development, Patents and Licenses](index=70&type=section&id=C.%20Research%20and%20development%2C%20patents%20and%20licenses%2C%20etc.) This section details the company's R&D activities, owned patents for cellular amplifier technology, and key licensing agreements for Android, LTE/4G, and booster products - The company owns two patents for cellular amplifier technology (RF Passive Bypass and Auto Gain & Oscillation Control) acquired through the ClearRF acquisition in March 2021[368](index=368&type=chunk)[369](index=369&type=chunk) - Siyata has a licensing agreement with Via Licensing Corporation for worldwide patents related to Android software and LTE/4G network access[370](index=370&type=chunk) - A royalty agreement with Wilson Electronics, LLC requires Siyata to pay a **4.5% royalty** on the sales of its booster products in exchange for using Wilson's patents[371](index=371&type=chunk) [Critical Accounting Estimates](index=72&type=section&id=E.%20Critical%20Accounting%20Estimates) Management's critical accounting estimates and judgments impact financial statements, covering areas like fair value, inventory, impairment, and going concern assumptions - Critical accounting estimates include fair value of stock options, capitalization of development costs, inventory valuation, and impairment assessments[373](index=373&type=chunk) - Critical accounting judgments include determining the useful life of intangible assets, assessing deferred income taxes, defining the functional currency for subsidiaries, and the going concern assumption[375](index=375&type=chunk) [Related Party Transactions](index=74&type=section&id=RELATED%20PARTY%20TRANSACTIONS) This section outlines the compensation paid to key management personnel, including executive and non-executive board members and corporate officers Key Management Personnel Compensation (Q1 2025 vs Q1 2024) | Compensation Type | 2025 | 2024 | | :--- | :--- | :--- | | Salaries, consulting and directors' fees | $342,025 | $343,172 | | Share-based payments | $0 | $89,560 | | **Total** | **$342,025** | **$432,732** |

Core Insights - Siyata Mobile Inc. has announced a merger with Core Gaming, which has launched the AI COMIC App, aimed at transforming content creation for creators, gamers, and marketers [1][2] - The AI COMIC App utilizes advanced AI models to convert photos and short videos into high-quality visuals, enhancing the creative process [2][3] - The app is designed to democratize studio-grade production capabilities, allowing users to produce content in minutes rather than weeks [3][5] Company Overview - Siyata Mobile Inc. specializes in mission-critical Push-to-Talk over Cellular handsets and accessories, serving various sectors including emergency services and enterprises [7][8] - Core Gaming is an international AI-driven mobile games developer, having developed over 2,100 games and achieving over 780 million downloads globally [12] Product Features - AI COMIC offers a suite of tools including an AI Comic Video Generator, Portrait & Avatar Creator, and various animation and scene design tools [4][9][10] - The platform is supported by a proprietary Compute Pool System that optimizes AI workloads in real-time, enhancing efficiency and cost management [5][10] Future Vision - Core Gaming envisions AI COMIC as a creative partner that evolves with its users, aiming to expand its storytelling capabilities and streamline content deployment across various platforms [6][10] - The company is focused on capturing a significant share of the market by catering to the needs of AAA game studios, digital marketers, and independent creators [6]