UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: May, 2024
Commission File Number: 001-39557
Siyata Mobile Inc.
(Translation of registrant’s name into English)
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form
40-F
On May 13, 2024, Siyata Mobile Inc., a British
Columbia (Canada) company (“Siyata” or the “Company”) that is a global vendor of Push-to-Talk over Cellular devices
and of cellular signal booster systems, issued a press release announcing that its SD7 Handset has been added to the ‘Free Feature
Phone for Life’ promotion from FirstNet®, Built with AT&T.
The Company’s press release is filed as
Exhibit 99.1 to this Report and is incorporated herein by reference.
IR Agency, LLC Consulting Agreement
Additionally on May 10, 2024, the Company entered
into a consulting agreement (the “IR Agency Consulting Agreement”) with IR Agency, LLC (“IR Agency”), a provider
of investor relations-related services. Pursuant to the IR Agency Consulting Agreement, Company has engaged IR Agency, on a non-exclusive
basis, to prepare marketing materials and leverage digital newsletters to build a digital community of potential investors in the Company.
As consideration for its performance under the
IR Agency Consulting Agreement, Company will pay IR Agency a fee of $1,750,000 in cash. IR Agency is not a registered broker-dealer or
investment advisor and will not engage in any activities on behalf of Company that would require it to be registered as a broker-dealer
or investment advisor. In addition, IR Agency is being engaged by Company as an independent contractor and not in an employer-employee
or joint venturer relationship.
The IR Agency Consulting Agreement has a term
of six (6) months and may be terminated by written notice, with or without cause, by Company at any time.
Pursuant to the IR Agency Consulting Agreement,
both parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or Confidential
Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business
policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information
shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations
of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party;
(iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. Both
parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use
each other’s Proprietary or Confidential Information for any purpose other than as specified in the IR Agency Consulting Agreement.
Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. Both parties agree
that in the event of use or disclosure by the other party other than as specifically provided for in the IR Agency Consulting Agreement,
the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of the IR Agency Consulting Agreement,
the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall
continue in effect for a total period of three (3) years from the termination date.
Also, during the term of the IR Agency Consulting
Agreement, IR Agency acknowledges that in order to prepare appropriate advertising in a timely manner it may be made aware of price sensitive
or confidential information that has not been publicly disclosed yet. IR Agency confirms that it is fully aware of its obligations in
relation to such information and will ensure that the confidentiality of such information is maintained at all times and that it, and
its employees and contractors, are all fully aware of and comply with, all appropriate securities laws and regulations in relation to
insider trading and related matters.
The IR Agency Consulting Agreement is governed
by the laws of the State of New Jersey.
The foregoing description of the IR Agency Consulting Agreement of
this Current Report is qualified in its entirety by reference to the full text of the IR Agency Consulting Agreement, a copy of which
is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Forward
Looking Statements
This Report
of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are
based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance
or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking
statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading
“Risk Factors” in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”)
on March 31, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation
to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. References and links to websites and social media have been provided as a convenience, and the
information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents
of third party websites.
EXHIBIT INDEX
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Date: May 13, 2024 |
SIYATA MOBILE INC. |
| |
|
|
| |
By: |
/s/
Marc Seelenfreund |
| |
Name: |
Marc Seelenfreund |
| |
Title: |
Chief Executive Officer |
3
Exhibit 10.1
CONSULTING AGREEMENT
IR Agency LLC (the “Consultant”
or “IR Agency”) is pleased to provide certain consulting services to Siyata Mobile Inc (“you,” the “Client”
or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and
conditions pursuant to which the Company engages the Consultant to provide such services.
| (a) | Commencing on May 10th, 2024, Consultant will provide marketing and advertising services (“Advertising”
or “Services”) to communicate information about the Company (trading symbol: “SYTA”) to the financial community
including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company, |
| (b) | Consultant does not make any representation about the response, if any, to the public release of Advertising
for the Company. |
| (c) | Client acknowledges that the Consultant carries no professional
licenses. Consultant will not participate in discussions or negotiations with potential investors. Consultant will not solicit orders,
make recommendations or give investment advice. Consultant will not affect transactions of securities for potential investors or anyone
else. Consultant and Client agree that Consultant is not being engaged for, and is not permitted to engage in, activities that would
give rise to Consultant being required to register federally or in any state or other jurisdiction as a broker or an investment advisor.
If a financial intermediary expresses interest in the Company to Consultant, Consultant will refer the intermediary to the Company. In
providing services under the Agreement, Consultant agrees to comply in all materials respects with all applicable U.S. securities laws.
The Client acknowledges and agrees that (a) it and its affiliates each have relied and will continue to rely on the advice of its own
legal, regulatory, and securities law advisors for all matters and (b) neither the Client nor any of its affiliates has received, or
has relied upon, the advice of Consultant or any of its affiliates regarding legal, regulatory, or securities law matters. |
| (d) | The Services of the Consultant shall not be exclusive to the Client, and the Client acknowledges that Consultant
will be performing similar Services for other clients and Consultant shall be free to perform Services for such other persons. |
| 2. | Independent Contractor. Client and Contractor agree that Contractor shall perform its duties under
this Agreement as an independent contractor. Nothing contained herein shall be considered as creating a relationship
of agent-principal, employer-employee or joint venturers between the Consultant and either the Client or the Company. |
| (a) | As consideration for the performance of the Services hereunder, upon the date of the execution and delivery
of this Agreement the Client shall pay to the Consultant the sum of One-Million Seven Hundred and Fifty Thousand US Dollars $1,750,000
by Friday May 10th 2024 in cash via Bank Wire Transfer for providing the Services for a 6 Month(s)
term starting on Friday May 10th 2024. Such consideration shall be deemed earned in full upon receipt. |
| (b) | Unless otherwise provide in this Agreement, all other services, including out-of- scope assignments, rendered
by Consultant shall be subject to additional compensation under a separate agreement between Consultant and Company. Consultant shall
be responsible for all out-of-pocket expenses incurred or paid in connection with its performance of the Services hereunder. |
| (a) | The term of this Agreement shall commence on the start date and continue for a period of Six Month(s) (the
“Term”) unless otherwise extended by mutual agreement of the parties (the “Extended Term”). This Agreement may
be terminated, with or without cause, by either Client or Consultant at any time by written notice to the other Party. If the Agreement
is terminated by Client during the Term for any reason, Client will not be entitled to return of any of the compensation. If the Client
files for bankruptcy, becomes insolvent or is in material breach of this Agreement (“Cause”), Consultant may terminate the
Agreement and Client will not be entitled to the return of any of the compensation. If the Consultant terminates the Agreement without
Cause, then Consultant must return the unused portion (if any) of the Compensation. Within ten days after the termination or expiration
of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party
(and any copies thereof) in the party’s possession or, with the approval of the party, destroy all such Proprietary or Confidential
Information. |
| (b) | In the event the Client elects to purchase and the Consultant agrees to supply additional Services during
the Term or the Extended Term of this Agreement, the terms and condition of this Agreement will apply to such additional Services. |
| (a) | In connection with Consultant’s performance of its Services, Consultant will rely on the Company’s
press releases and the Company’s most recent reports, if any, filed with the Securities
and Exchange Commission (collectively, the “Company Information”). In this regard, Company agrees to make all filings required
by the exchange act and all other applicable laws, in each case on a timely basis in accordance with such laws. Client hereby grants to
Consultant the right to use the name and service marks of Company in its Services. Company will be entitled to require that certain or
all materials created by Consultant in performing its Services be submitted to Company for its review and approval, such approval not
to be unreasonably withheld, conditioned or delayed. |
| (b) | The Client hereby acknowledges and agrees that, in performing its Services hereunder, Consultant will be
using and relying on the Company Information without independent verification thereof. Consultant will also be under no obligation to
determine whether there have been, or to investigate any changes in, such information. Consultant will be entitled to submit any materials
created by Consultant to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Client
represents and warrants that that the Company Information and all information provided by Company or its affiliate or representatives
to Consultant shall, at the time provided, not contain any untrue statement or material fact or omit to state a material fact necessary
in order to make the statement made, in light of the circumstances under which they were made, not misleading. |
| (c) | The Client, by its authorization or approval of the Advertisement, represents and warrants to Consultant
that, to its knowledge, the Advertisement is complete and correct in all material respects and does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein not misleading. The Client agrees to promptly
notify Consultant upon the occurrence of any material adverse change in the business or affairs of the Company or upon the occurrence
of any event which causes Client to believe that the Advertisement contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements therein not misleading. |
| 6. | Securities And Other Applicable Laws. |
| (a) | The Client represents and warrants that the Company Information and all information provided by the Company
or its affiliate or representatives complies in all respects with the U.S. federal and applicable state securities laws, and are not and
will not be or constitute a part of any activity that is or may be deemed to be illegal under the U.S. federal or applicable state securities
laws, including, without limitation, being a part of any illegal offering, illegal pump-and-dump, illegal scalping, illegal touting schemes,
or an effort to assist with a violation of any court order including, but not limited to, any order banning or limiting a person’s
involvement in the securities markets. |
| (b) | None of the funds to be received from Company by Consultant represents proceeds of crime for the purposes
of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Company acknowledges
that the Consultant may in the future be required by law to disclose the Company’s name and other information relating to this Agreement,
pursuant to the PCMLTFA or other applicable laws, and to the best of Consultant’s knowledge: (i) the funds to be provided by the
Company: (A) have not been or will not be used or related to any activity that is deemed criminal under the law of Canada, the United
States of America, or any other jurisdiction; or (B) is not being tendered on behalf of a person or entity who has not been identified
to the Company and (ii) Consultant shall promptly notify the Company if Consultant discovers that any of such representations ceases to
be true, and to provide the Company with appropriate information in connection therewith. |
| 7. | Work Product. All information and materials produced for the Client shall be the property of the
Consultant, free and clear of all claims thereto by the Client, and the Client shall have no claim of authorship therein. Consultant shall
retain all right, title, and interest in and to, including any intellectual property rights with respect to, any data, designs, processes,
specifications, software, applications, course, code, object code, utilities, methodologies, know-how, materials, information and skills
(and any derivative works, modifications and enhancements thereto) owned, acquired or developed by or for Consultant’s databases. |
| 8. | Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information
in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts,
trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial
information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the
public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or
rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject
to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information
available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as
specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that
party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement,
the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties
acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue
in effect for a total period of three (3) years from the termination date. |
| 9. | Non-Public Material Information. Consultant acknowledges that in order to prepare appropriate
Advertising in a timely manner it may be made aware of price sensitive or confidential information that has not been publicly disclosed
yet. Consultant confirms that it is fully aware of its obligations in relation to such information and will ensure that the confidentiality
of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of and comply with,
all appropriate securities laws and regulations in relation to insider trading and related matters. |
| 10. | Limitation of Liability. Consultant shall not be liable to client or any other person for any damages
in connection with the provision of services under the agreement, whether because of Consultant’s negligence or otherwise, and regardless
of the form of action, except in the event of Consultant’s deliberate fault or gross negligence. Nevertheless, regardless of the
form of action, whether in contract, tort or otherwise, Consultant shall not be liable to Client for any lost profits, business interruption,
or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, nor
shall Consultant’s aggregate liability for any other damages arising out of this agreement exceed the compensation paid by Company
to Consultant. |
| 11. | Indemnification. Client shall indemnify and hold Consultant harmless from and against any and all
actions, claims, investigations (including but not limited to any formal or informal investigations brought by any state or federal regulator
and any subpoenas or requests for documents issued in connection therewith), liabilities, losses, or damages arising from the preparation,
presentation or dissemination of any Advertising covered by this Agreement including, but limited to, the costs of defense and attorneys’
fees. You will also indemnify Consultant from and against all losses, expenses (including costs and attorneys’ fees) and all manner
of actions, claims and judgments sustained by or made against Consultant in connection with your use or misuse of the Service, any medium
used with the Service, violation of this Agreement, or based upon any alleged violation of any statute, ordinance, code, or regulation. |
| 12. | Notices. Any notice or other communication required or permitted to be given to either party hereunder
shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party
may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid
and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) via electronic
communication (i.e., e-mail) or reputable overnight courier. Any notice or other communication will be deemed to have been duly given
(i) on the fifth (5) day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested,
with first class postage prepaid, (ii) on the date of Service if served personally or (iii) on the business day after delivery to an overnight
courier service or by sending of an electronic communication, provided the notifying party specifies next day delivery and receipt of
delivery has been confirmed: |
If to the Client:
Email:
If to Consultant:
IR Agency LLC
23 Downing Street, Newark NJ 07105 E-mail:
[Raf@ir.agency]
| 13. | Waiver of Breach. Any waiver by either party of a breach of any provision of this Agreement by the
other party shall not operate or be construed as a waiver of any subsequent breach by any party. |
| 14. | Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may
be assigned by either party hereto without the prior written consent of the other party, which will not be delayed or withheld unreasonably;
provided that the Client shall not be required to consent to any assignment by Consultant of its cash and compensation payable pursuant
to this Agreement. Any assignment without such consent, when required, shall have no legal validity; subject to the foregoing, this Agreement
and all of the provisions hereof will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors
and permitted assigns. |
| 15. | Governing Law and Jurisdiction. This Agreement shall be governed and construed under New Jersey
law. The parties consent to the exclusive jurisdiction of the federal and state courts located in New Jersey, to hear and determine any
dispute that may arise under this Agreement. |
| 16. | Entire Agreement. This Agreement contains the complete agreement between the parties with respect
to the subject matter hereof and supersedes any prior proposals, understandings, agreements or representations by or between the parties,
written or oral. |
| 17. | Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement is held by any court of competent jurisdiction
to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Agreement. |
| 18. | Waiver and Modification. Any waiver, alteration, or modification of any of the provisions of this
Agreement shall be valid only if made in writing through an amendment of this Agreement and signed by the parties hereto. |
| 19. | Acceptance. Please confirm that the foregoing is in accordance with the Company’s understanding
by signing and returning this Agreement, which will thereupon constitute a binding Agreement between the Company and IR Agency, LLC as
of May 10, 2024. The undersigned officers of IR Agency, LLC and the Company represent that they have the authority to bind IR Agency and
the Company, respectively. This Agreement may be executed in counterparts and with electronic or facsimile signatures. |
| IR Agency LLC |
| |
|
| By: |
/s/ Rafael Pereira |
|
| Print Name: |
Rafael Pereira |
|
| |
|
| Siyata Mobile Inc. |
| |
|
| By: |
/s/ Marc Seelenfreund |
|
| Print Name: |
Marc Seelenfreund |
|
| Position: |
CEO |
|
IR Agency wire Instructions:
Capital One Bank
Account Beneficiary- IR Agency LLC
Address: 23 Downing Street, Newark NJ 07105
Wire Acct #: 7057541044
Wire Routing #- 021407912
SWIFT# HIBKUS44
Exhibit 99.1
N E W S R E L
E A S E
Siyata Mobile’s SD7 Handset Added to AT&T
FirstNet’s ‘Free Feature Phone for Life’ Promotion
Vancouver, BC – May 13, 2024 --
Siyata Mobile Inc. (Nasdaq: SYTA, SYTAW) (“Siyata” or
the “Company”), a global developer and vendor of Push-to-Talk over Cellular (PoC) handsets and accessories, today
announced that its SD7 Handset has been added to the ‘Free Feature Phone for Life’ promotion from
FirstNet®, Built with AT&T.
Available to new activations or eligible upgrades,
the promotion gives eligible customers the ability to choose a FirstNet Ready® free feature phone with either Push-to-Talk,
FirstNet Rapid Response or a feature phone plan. The limited time offer began on March 29.
Marc Seelenfreund, CEO of Siyata, commented, “FirstNet
has been an early adopter of our SD7 handsets and an important supporter of our efforts to increase distribution of our products. We first
launched our SD7 handset for use on FirstNet in 2022 and since that time, first responders have experienced the benefits of our ruggedized
devices and the FirstNet network. We are pleased that our devices are being included in this promotion.”
Matt Walsh, assistant vice president, product
management and development, FirstNet Program at AT&T, said “FirstNet Ready® devices and modules go through extensive
review, so first responders can be confident that the SD7 handset meets our highest standards for reliability, security and performance.
The more tools public safety has access to on their network, the more we can help them achieve their mission.”
For additional information about the promotion, please visit https://www.firstnet.com/content/dam/firstnet/white-papers/free-smartphone-for-life-offer.pdf
To learn more about Siyata Mobile and the SD7, go to siyata.net. For
more on FirstNet, check out FirstNet.com.
About Siyata Mobile
Siyata Mobile Inc. is
a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT
handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of
choice, to increase situational awareness and save lives. Police, fire, and ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories today.
In support of our Push-to-Talk
handsets and accessories, Siyata also offers enterprise-grade In-Vehicle solutions and Cellular Booster systems enabling our customers
to communicate effectively when they are in their vehicles, and even in areas where the cellular signal is weak.
Siyata sells its portfolio
through leading North American cellular carriers, and through international cellular carriers and distributors.
Siyata’s common shares trade on the Nasdaq under
the symbol “SYTA” and its previously issued warrants trade on the Nasdaq under the symbol “SYTAW.”
Visit www.siyata.net and unidencellular.com to learn more.
FirstNet and the FirstNet logo are registered trademarks and service
marks of the First Responder Network Authority. All other marks are the property of their respective owners.
Investor Relations (Canada):
Kin Communications
1-866-684-6730
SYTA@kincommunications.com
Investor Relations (United States):
Brett Maas
Hayden IR
SYTA@Haydenir.com
646-536-7331
Siyata Mobile Corporate:
Glenn Kennedy, VP of International Sales
Siyata Mobile Inc.
glenn@siyata.net
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. Because such statements deal with future events and are based on Siyata’s current expectations, they are subject to various
risks and uncertainties and actual results, performance, or achievements of Siyata could differ materially from those described in or
implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject
to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Siyata’s filings with the Securities
and Exchange Commission (“SEC”), and in any subsequent filings with the SEC. Except as otherwise required by law, Siyata undertakes
no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. References and links to websites and social media have been provided as a
convenience, and the information contained on such websites or social media is not incorporated by reference into this press release.
– END –
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