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24/7 Market News: Siyata Mobile Files Form 6-K as Reports Suggest Imminent Closing of $185M Core Gaming Merger
NewsfileĀ· 2025-07-11 13:24
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]
24/7 Market News Editorial: Siyata Mobile (SYTA) Approaches Quarter-End with Momentum Building Around Core Gaming Acquisition
NewsfileĀ· 2025-06-24 13:27
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]
24/7 Market News: Final Trading Days of Q2 with Clock Ticking on SYTA's $180 Million Merger with Core Gaming
NewsfileĀ· 2025-06-20 12:26
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]
Siyata Mobile(SYTA) - 2025 Q1 - Quarterly Report
2025-05-15 21:24
[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 Gaming's AI COMIC Transforms Game Asset Creation with Breakthrough AI Visual Technology
GlobenewswireĀ· 2025-05-12 09:05
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]
24/7 Market News: Siyata Mobile Sets Foundation with T-Mobile T-Priority Partnership, Fortune 100 Telecom Deal, and Historic Carrier Stocking Achievements
NewsfileĀ· 2025-05-07 13:19
Core Achievements - Siyata Mobile has secured stocked status with three of the top four major U.S. carriers, marking it as the smallest device manufacturer to achieve this milestone, which required over $20 million in investments from 2020 to 2024 [4][5] - The company has established a partnership with T-Mobile, where its SD7 Ultra series 5G MCPTT cellular radio handsets are integral to T-Mobile's T-Priority 5G First Responder initiative, enhancing communication for public safety officials [7][8] Strategic Partnerships - Siyata entered a development agreement with a Fortune 100 U.S.-based telecom company, which includes potential milestone payments of up to $1 million throughout 2025 for the design of a unique MCPTT portable device, set for commercial launch in Q1 2026 [6] - The partnership with T-Mobile not only validates Siyata's technological capabilities but also opens significant distribution channels, positioning the company to capture a larger share of the $7 billion PoC market transitioning from land mobile radios to cellular solutions [5][8] Market Expansion - Siyata's merger with Core Gaming, valued at $160 million, is expected to diversify its portfolio into the $126 billion mobile gaming market, with a special stock dividend ensuring legacy shareholders retain at least 10% ownership [9]
Siyata Mobile(SYTA) - 2024 Q4 - Annual Report
2025-04-21 20:31
Financial Performance - Revenues for 2024 were $11,629,572, a 41.3% increase from $8,233,301 in 2023, primarily driven by a 73.6% increase in rugged device sales [555]. - Gross margin decreased to $2,142,407 (18.4% of sales) in 2024 from $2,657,929 (32.3% of sales) in 2023, a reduction of $515,522 [555]. - Net loss for 2024 was $25,270,714, compared to a net loss of $12,931,794 in 2023, indicating a significant increase in losses [573]. - Adjusted EBITDA for 2024 was negative $14,759,624, worsening from negative $7,836,798 in 2023, a decrease of $6,422,826 [574]. - Cash balance as of December 31, 2024, was $181,730, down from a deficit of $898,771 in 2023, with an accumulated deficit of $116,021,171 [575]. - Net cash flows used in operating activities for 2024 were negative $15,083,655, an increase in cash used of $6,740,895 compared to 2023 [576]. - Net cash flows from financing activities increased to $17,724,129 in 2024 from $9,602,586 in 2023, an increase of $8,121,543 [579]. Shareholder Transactions - For the year ended December 31, 2024, the total common share transactions amounted to 784,564 shares, generating proceeds of $19,201,346 [589]. - As of January 1, 2025, the Company had an opening balance of 787,733 common shares valued at $104,916,071, with a total of 3,486,519 common shares outstanding at the date of the MD&A [591]. - The Company issued 2,643,554 common shares under the Equity Line of credit from January 1, 2025, generating net proceeds of $6,139,092 [591]. - The Company completed a registered offering for an equity line of credit of up to $18,000,000 on January 14, 2025, representing approximately 2,739,296 common shares [591]. - A total of 1,690,000 common shares have been issued under the put agreement, generating net proceeds of $4,062,372 [641]. - The Company redeemed 163 Class C preferred shares for cash totaling $163,000 on February 2025 [641]. Customer Concentration - Approximately 64% of the Company's revenue for the year ended December 31, 2024, was attributable to sales transactions with a single customer, up from 26% in 2023 [609]. Expenses and Costs - Development expenses rose to $625,023 in 2024 from $578,356 in 2023, an increase of $46,667 due to higher intangible costs [557]. - The Company has recognized a total compensation of $1,659,264 for key management personnel for the year ended December 31, 2024 [634]. - The Company assesses impairment of non-financial assets at each reporting date, evaluating conditions that may lead to asset impairment [632]. Mergers and Acquisitions - The merger agreement with Core Gaming Inc. is expected to close in Q2 2025, aimed at enhancing market presence [559]. - A merger agreement was entered into with Core Gaming, Inc., where Core Gaming shareholders will own approximately 90% of the merged entity [644]. - The merger will involve an exchange ratio calculated based on $160,000,000 divided by the volume-weighted average closing price of the Company's common shares [645]. - The Company acquired Clear RF LLC for a total purchase price of $700,000, satisfied by approximately $389,970 in Common Shares and $310,030 in cash [623]. Agreements and Licensing - The Uniden Agreement provides the Company with exclusive rights to use the "UnidenĀ®" trademark, with minimum annual payments of $200,000 in 2023-2025, increasing to $300,000 from 2029-2031 [626]. - The Company has entered into two patent licensing agreements with Via Licensing Corporation, with no minimum royalty fees payable [627]. - The Wilson Agreement requires the Company to pay a royalty of 4.5% of sales of booster products, payable quarterly [628]. Risk Management - Approximately 8% and 16% of the Company's expenses are denominated in CAD$ and NIS, respectively, exposing it to foreign currency exchange risks [799]. - Changes of 5% and 10% in the CAD$/US$ exchange rate would have impacted operating expenses by approximately 0.5% and 1%, respectively, in 2024 [799]. - The Company partially hedges foreign currency exchange rate risk by purchasing in US$ from Asian suppliers, with the majority of sales also in US$ [800]. - The Company currently has no off-balance sheet arrangements [647]. Liquidity and Cash Management - The Company ensures sufficient liquidity to meet its obligations, maintaining cash for operational needs for a period of 90 days [615]. - The Company utilizes activity-based costing to monitor cash flow requirements and optimize cash return on investments [615]. - The fair values of the Company's cash and receivables approximate their carrying values, indicating low credit risk associated with cash balances [607].
Siyata Mobile to Support Rigorous "Baker to Vegas" Relay with SD7 Handsets for Critical Communications
PrnewswireĀ· 2025-04-04 11:00
Core Insights - Siyata Mobile Inc. will deploy its SD7 handsets for mission-critical communications during the 2025 Baker To Vegas Challenge Cup Relay, the world's largest law enforcement relay race [1][2][3] - The event is scheduled for April 5 and 6, 2025, marking its 40th annual running, with over 10,000 participants expected [2] Company Overview - Siyata Mobile Inc. specializes in developing and selling Push-to-Talk over Cellular (PoC) handsets and accessories, primarily targeting first responders and enterprise workers [4][5] - The SD7 devices are designed for performance in rugged terrains, making them suitable for the challenging conditions of the relay race [3] - The company emphasizes its commitment to public safety professionals and aims to enhance situational awareness and save lives through its communication solutions [4] Partnerships and Collaborations - Siyata collaborates with Verizon Frontline, which has a long-standing commitment to supporting law enforcement and first responders, to ensure effective communication during the event [3] - The partnership highlights the importance of delivering mission-critical communications over reliable networks [3]
Siyata Mobile Reports Fourth Quarter and Full Year 2024 Financial Results
PrnewswireĀ· 2025-04-01 00:35
Core Viewpoint - Siyata Mobile Inc. is focusing on its merger with Core Gaming, which is expected to create new growth opportunities and enhance shareholder value [2] Financial Highlights - For Q4 2024, Siyata reported revenues of $1.5 million, a decrease of 20.3% from $1.9 million in Q4 2023 [5] - The net loss for Q4 2024 was $8.9 million, compared to a net loss of $3.9 million in the same period last year [5] - For the full year 2024, revenues increased by 41% to $11.6 million from $8.2 million in 2023 [5] - The net loss for the full year 2024 was $25.3 million, compared to a net loss of $12.9 million in 2023 [5] Liquidity and Capital Resources - As of December 31, 2024, the company had a cash balance of $0.2 million, down from $0.9 million as of December 31, 2023 [2] Upcoming Events - Siyata will present its growth strategy at the AI & Technology Virtual Investor Conference on April 3, 2025, where Core Gaming's CEO will also present [1][3] Company Overview - Siyata Mobile Inc. specializes in Push-to-Talk over Cellular handsets and accessories, serving various sectors including emergency services and enterprises [4][7] - Core Gaming, the company Siyata is merging with, is an AI-driven mobile games developer with a significant global presence [8]
Siyata Mobile to Announce Q4 and Full-Year 2024 Financial Results on March 31
PrnewswireĀ· 2025-03-28 11:00
Core Company Announcement - Siyata Mobile Inc. plans to release its financial results for Q4 and full-year 2024 on March 31, 2025, after market close [1] - The company will not host a conference call for the financial results due to a definitive merger agreement with Core Gaming, Inc. [1][4] - Investors are encouraged to attend the AI & Technology Virtual Investor Conference on April 3, 2025, where Core Gaming's CEO will present the growth strategy [1][2] Core Gaming Overview - Core Gaming, Inc. is a global AI-driven mobile gaming developer and publisher based in Miami, Florida [3] - The company has developed over 2,000 games, achieved over 600 million downloads, and has a user base exceeding 40 million across more than 140 countries [3] Merger Details - The merger agreement between Core Gaming and Siyata Mobile is subject to regulatory approvals and customary closing conditions [4]