Exhibit 99.3
Notice of No Auditor review of condensed interim consolidated financial statements
The Management of the Company is responsible for the preparation of the accompanying unaudited condensed interim consolidated financial statements. The unaudited condensed interim consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) for the preparation of consolidated interim financial statements and are in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting.
The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in US dollars)
| June 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash | $ | $ | ||||||
| Trade and other receivables | ||||||||
| Prepaid expenses | ||||||||
| Inventory | ||||||||
| Advance to suppliers | ||||||||
| Long term receivable | ||||||||
| Right of use assets | ||||||||
| Equipment | ||||||||
| Intangible assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current | ||||||||
| Bank loan | $ | $ | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Lease obligations | ||||||||
| Warrant liability | ||||||||
| Lease obligation | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Share capital | ||||||||
| Reserves | ||||||||
| Accumulated other comprehensive loss | ||||||||
| Deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
Nature of operations and going concern (Note 1)
Subsequent events (Note 10)
| Approved on August 14, 2023 on behalf of the Board: | ||
| “Lourdes Felix” | “Marc Seelenfreund” | |
| Lourdes Felix - Director | Marc Seelenfreund - Director |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
2
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in US dollars)
For the three and six months ended June 30
| 6 months ended June 30, 2023 | 3 months ended June 30, 2023 | |||||||||||||||
| USD | USD | USD | USD | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross Profit | ||||||||||||||||
| EXPENSES | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Development expenses | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Inventory impairment | ||||||||||||||||
| Bad debts | ||||||||||||||||
| Share-based payments | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER EXPENSES | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ||||||||||||
| Change in fair value of convertible promissory note | ||||||||||||||||
| Change in fair value of opening warrant liability | ||||||||||||||||
| Change in fair value of warrant liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Transaction costs | ||||||||||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income | ||||||||||||||||
| Translation adjustment | ||||||||||||||||
| Comprehensive loss for the year | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares (before the 100-1 reverse split) | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average shares (after the 100-1 reverse split) | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in US dollars)
For six month periods ending June 30, 2023 and 2022
| Share capital | Share Capital | Reserves | Accumulated other comprehensive income (loss) | Deficit | Total shareholders’ equity | |||||||||||||||||||
| # | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance, December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued on acquisition of ClearRF | - | - | - | |||||||||||||||||||||
| Share issued on capital raise | - | - | ||||||||||||||||||||||
| Share issuance costs on capital raise | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||
| Pre-funded warrants exercised | - | - | - | |||||||||||||||||||||
| Shares issued for debt | - | - | - | |||||||||||||||||||||
| Share based payments | - | - | - | |||||||||||||||||||||
| Translation adjustment | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Share capital | Share Capital | Reserves | Accumulated other comprehensive income (loss) | Deficit | Total shareholders’ equity | |||||||||||||||||||
| # | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ||||||||||||||||||||||
| Warrants exercised | ( | ) | - | - | ||||||||||||||||||||
| Warrants transferred from liability | - | - | - | - | ||||||||||||||||||||
| Share issued on capital raise | - | - | - | |||||||||||||||||||||
| Share issuance costs on capital raise | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||
| Share based payments | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
Siyata Mobile Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US dollars)
For the six month period ended June 30
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Operating activities | ||||||||
| Net loss for the year | $ | ( | ) | $ | ( | ) | ||
| Items not affecting cash: | ||||||||
| Amortization and depreciation | ||||||||
| Bad debt expense | ||||||||
| Impairment of inventory | ||||||||
| Fair value changes on convertible debenture | ||||||||
| Fair value changes on opening warrant liability | ||||||||
| Fair value changes on warrant liability | ( | ) | ||||||
| Interest expense, net of repayments | ||||||||
| Foreign exchange | ||||||||
| Share based payments | ||||||||
| Net Change in non-cash working capital | ||||||||
| Trade receivables | ( | ) | ||||||
| Prepaids | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Advances to suppliers | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Deferred revenues | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Intangible asset additions | ( | ) | ( | ) | ||||
| Equipment additions | ( | ) | ( | ) | ||||
| Acquisition of ClearRF | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Lease payments | ( | ) | ( | ) | ||||
| Bank loan | ||||||||
| Convertible debt issued, net of repayments | ( | ) | ||||||
| Proceeds on share issuance, net of share issuance costs | ||||||||
| Transaction costs | ( | ) | ||||||
| Exercise of warrants | ||||||||
| Net cash from financing activities | ||||||||
| Effect of foreign exchange on cash | ||||||||
| Change in cash and restricted cash for the period | ||||||||
| Cash and restricted cash, beginning of the period | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
During the six months ended June 30, 2023, the Company paid $16,959 (June 30, 2022 - $2,659) in interest and $Nil (June 30, 2022 - $nil) in income taxes.
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 1. | 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 mobile networks and cellular booster systems. The registered and records office is located at 2200 - 885 West Georgia Street, Vancouver, BC V6C 3E8.
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) IAS 34 Interim Financial Reporting, 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 unaudited condensed interim 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
$
| 2. | BASIS OF PREPARATION |
Statement of compliance
These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting. Omitted from these financial statements are certain information and note disclosures normally included in the annual financial statements. These financial statements and notes presented should be read in conjunction with the annual financial statements for the year ended December 31, 2022.
The accounting methods and principles of computation adopted in these financial statements are the same as those in annual consolidated financial statements for the year ended December 31, 2022, except that the functional currency of Signifi Mobile Inc. is the $USD (formerly $CDN) as of January 1, 2023, and therefore all of the entities in the consolidated group of Siyata Mobile Inc. are all using the USD$ as the functional currency.
The preparation of these unaudited condensed interim consolidated financial statements 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. The significant judgements made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2022 annual consolidated financial statements.
6
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 2. | BASIS OF PREPARATION (cont’d) |
Basis of consolidation and presentation
These unaudited condensed interim 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 condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.
These unaudited condensed interim 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 condensed interim consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.
| Name of Subsidiary | Place of Incorporation | Ownership | ||||
| % | ||||||
| % | ||||||
| % | ||||||
| % | ||||||
| % | ||||||
| % | ||||||
Recent adoptions of accounting pronouncements
The following amendments became effective on January 1, 2023, and did not have a material impact on the Company’s condensed interim consolidated financial statements:
| ● | In February 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8). The amendments define accounting estimates and clarify the distinction between changes in accounting estimates and changes in accounting policies. |
| ● | In February 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments provide guidance to help entities disclose their material (previously “significant”) accounting policies. |
| ● | In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). The amendments narrow the scope of the recognition exemption so that companies would be required to recognize deferred tax for transactions that give rise to equal amounts of taxable and deductible temporary differences, such as leases. |
7
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 2. | BASIS OF PREPARATION (cont’d) |
Future accounting pronouncements
The standards, amendments, and interpretations issued before 2023 but not yet adopted by the Company have been disclosed in Note 3 of the Company’s December 31, 2022 annual consolidated financial statements. The Company is currently considering the impact of adopting these standards, amendments and interpretations on its consolidated financial statement.
| 3. | BANK LOAN |
The Company
has obtained in April 2023, a $ line of credit factoring for its North American receivables with an
This loan is collateralized by the North American receivables, inventory
and equipment. As at June 30, 2023 the loan balance is
8
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 4. | WARRANT LIABILITY |
| November 3, 2021 | January 11, 2022 | October 12, 2022 | January 19, 2023 | Total | ||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
Change in fair value of warrants exercised | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Warrants issued | ||||||||||||||||||||
| Proceeds from Inducement warrants issued | ||||||||||||||||||||
| Transfer to equity | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Change in fair value | ( | ) | ||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Change in warrant fair value January 1, 2023-June 30, 2023 | ||||
| Change in fair value of warrants exercised | ( | ) | ||
| Fair value of warrants issued as inducement | ||||
| Other changes in fair value of warrants | ||||
| Day 1 Loss - FV Change in Warrant Liability | ||||
| Total change in warrant fair value January 1, 2023-June 30, 2023 | ||||
January 19, 2023 warrants
On January 19, 2023, the Company entered
into warrant exercise agreements with fourteen existing accredited investors to exercise certain outstanding warrants to purchase up to
an aggregate of
The new warrants are exercisable immediately
upon issuance at an exercise price of $
On March 30, 2023, the SEC accepted
the registration statement of the Company to the effect that all of the
The fair value of the warrants issued
at January 19, 2023 was $
The fair value of the warrants on March
30, 2023 that was transferred to equity was $
9
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 4. | WARRANT LIABILITY (Cont’d) |
November 3, 2021 warrants
The warrants allowed for the purchase
of
At December 31, 2022 the fair value
of the warrants was $
At January 19, 2023 prior to exercise,
the fair value of the warrants was $ and was determined using a Black-Scholes option pricing model with the following assumptions:
initial stock price $
January 11, 2022 warrants
The Company assessed that the
At December 31, 2022 the fair value
of the warrants was $
At June 30, 2023 the
fair value of the warrants was $
| ● | The expected volatility was based on the historical daily stock price volatility over a look-back period that was consistent with the balance-remaining term corresponding to each Instrument as of the Valuation Date(s). The historical volatility was then adjusted for: | |
| ● | The actual implied-to-historical volatility ratio observed for the Company’s publicly-traded warrants. This approach incorporated the differences between the implied volatility and the historical volatility for the publicly-traded warrant. The ratio was used to determine the volatility if the Instruments were publicly traded. |
| ● | A 25% volatility haircut1 given that the Instruments were not publicly traded and were expected to have lower volatilities than the comparable publicly-traded instruments. The |
October 12, 2022 warrants
The
Company assessed that the
10
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 4. | WARRANT LIABILITY (Cont’d) |
The fair value of the warrants as at
December 31, 2022 was $
The fair value of the
The fair value of the
The fair value of the
In connection with the October 2022
equity offering, the Company issued
The fair value of the waiver warrants
as at December 31, 2022 was $
The fair value of the waiver warrants
as at March 30, 2023 prior to transfer to equity was $
| 5. | SHARE CAPITAL |
| (a) | Authorized Unlimited number of common shares without par value |
As at June 30, 2023, the Company had
As of the date of issuance of these unaudited
condensed interim consolidated financial statements total outstanding common shares is
11
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (b) | Common share transactions |
Transactions for the six months ended June 30, 2023 are as follows:
| ● | The Company issued |
On June 28, 2023 the Company issued
Subsequent to June 30, 2023, the Company issued
Transactions for the six months ended June 30, 2022 are as follows:
| ● | On January 11, 2022, the Company completed an underwritten public offering in the United States, raising a total of $ |
In addition, the
Company issued
The Company determined that the pre-funded
warrants within the Pre-funded Units are common shares in substance, as they require only a minimal exercise price of $
12
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| b) | Common share transactions (cont’d) |
Therefore, the proceeds from the sale of the Units and Pre-funded Units are combined and allocated among the common shares, pre-funded warrants, and the common share warrants using the residual method, with the warrant liability being initially recognized at fair value as of the registration date and the residual amount being allocated to the common shares (i.e., equity).
The Company concurrently sold an additional
The fair value of the common shares
and pre-funded units was determined by reference to the market price on the day of the offering, which was $
The Company also issued warrants to
the placement agents to purchase
The Company assessed that the warrants issued under the public offering, excluding the Placement Agent Warrants did not meet the “fixed for fixed” test and are therefore reported as liabilities at fair value through profit and loss, and revalued at the end of each period. The Placement Agent Warrants were assessed under IFRS 2 Share Based Payments, as equity-settled share-based payments and have been recorded in equity.
13
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (b) | Common share transactions (cont’d) |
| ● | On March 31, 2022, as part of the ClearRF acquisition,
the Company issued |
The Company issued
The Company issued
| (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
| Number of Stock Options | Weighted Average Exercise Price | |||||||
| Outstanding options, December 31, 2021 | $ | |||||||
| Granted | ||||||||
| Expired/Cancelled | ( | ) | ||||||
| Outstanding options, December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Expired/Cancelled | ||||||||
| Outstanding options, June 30, 2023 and date of MD&A (before the 100-1 reverse stock split) | $ | |||||||
| Outstanding options, June 30, 2023 and date of MD&A (after the 100-1 reverse stock split) | $ | |||||||
14
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (c) | Stock options (cont’d) |
| Grant Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price | Expiry date | Remaining contractual life (years) | |||||||||||||
| 24-Dec-18 | ||||||||||||||||||
| 15-Jan-19 | ||||||||||||||||||
| 21-Mar-19 | ||||||||||||||||||
| 1-Jan-20 | ||||||||||||||||||
| 15-Nov-20 | ||||||||||||||||||
| 15-Nov-20 | ||||||||||||||||||
| 2-Jan-21 | ||||||||||||||||||
| 2-Jan-21 | ||||||||||||||||||
| 18-Jan-21 | ||||||||||||||||||
| 1-Jan-22 | ||||||||||||||||||
| 13-Apr-22 | ||||||||||||||||||
| 12-Jul-22 | ||||||||||||||||||
| Total (before the 100-1 reverse stock split) | $ | |||||||||||||||||
| Total (after the 100-1 reverse stock split) | $ | |||||||||||||||||
Transactions for the six months ended June 30, 2022 are as follows:
| ● | On January 1, 2022, the Company granted
On April 13, 2022, the Company granted |
15
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (d) | Restricted share units |
The Company approved on February 14, 2022, the addition of the issuance of restricted share units to the existing executive stock option plan.
A summary of the Company’s restricted share unit activity is as follows:
| Number of RSU’s | Weighted Average Issue Price |
|||||||
| Outstanding RSU, December 31, 2021 | $ | |||||||
| Granted | ||||||||
| Exercised | ( |
) | ||||||
| Outstanding RSU, December 31, 2022 | $ | |||||||
| Granted | - | |||||||
| Exercised | - | |||||||
| Outstanding RSU, June 30, 2023 and date of MD&A (before 100-1 reverse stock split) | $ | |||||||
| Outstanding RSU, June 30, 2023 and date of MD&A (after 100-1 reverse stock split) | $ | |||||||
As at June 30, 2023 restricted share units outstanding are as follows:
| Grant Date | Number of RSU’s outstanding |
Number of RSU’s exercisable |
Weighted Average Issue Price |
|||||||||
| 9-Mar-22 | ||||||||||||
| 13-Apr-22 | ||||||||||||
| 12-Jul-22 | ||||||||||||
| Outstanding RSU, June 30, 2023 and date of MD&A (before 100-1 reverse stock split) | $ | |||||||||||
| Outstanding RSU, June 30, 2023 and date of MD&A (after 100-1 reverse stock split) | $ | |||||||||||
Transactions for the six month period ended June 30, 2022, are as follows:
| ● |
On March 9, 2022, the Company granted 1,800,000 RSU’s to a Director that vest quarterly over 12 periods with the first vesting of 150,000 RSU’s occurring on the date of the granted and another 150,000 vest every three months until all of the granted RSU’s have vested. On the date of granting, the fair value and the stock price was $1.03/share.
On April 13, 2022, the Company granted 240,000 RSU’s to consultants that vest immediately. On the date of granting, the fair value and the stock price was $1.10/share.
On April 13, 2022, the Company granted 585,000 RSU’s to employees of the Company that vest quarterly over 12 periods with the first vesting of 48,750 RSU’s occurring on the date of the granted and another 48,750 RSU’s vest every three months until all of the granted RSU’s have vested. On the date of granting, the fair value and the stock price was $1.10/share.
|
16
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (e) | Agents’ options |
A summary of the Company’s agent options activity is as follows:
| Number of options |
Weighted average exercise price |
|||||||
| Outstanding agent options, December 31, 2020 | $ | |||||||
| Expired | ( |
) | ||||||
| Outstanding agent options, December 31, 2021 | $ | |||||||
| Granted | ||||||||
| Expired | ( |
) | ||||||
| Outstanding agent options, December 31, 2022 | $ | |||||||
| Granted | - | |||||||
| Expired | - | |||||||
| Outstanding agent options, June 30, 2023 and date of MD&A (before the 100-1 reverse stock split) | $ | |||||||
| Outstanding agent options, June 30, 2023 and date of MD&A (after the 100-1 reverse stock split) | $ | |||||||
As at June 30, 2023 agent 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) |
|||||||||||||
| 29-Sep-20 | $ | |||||||||||||||||
| 29-Sep-20 | $ | |||||||||||||||||
| 31-Dec-20 | $ | |||||||||||||||||
| 11-Jan-22 | $ | |||||||||||||||||
| 1-Apr-22 | $ | |||||||||||||||||
| Total (before the 100-1 reverse stock split) | $ | |||||||||||||||||
| Total (after the 100-1 reverse stock split) | $ | |||||||||||||||||
Transactions for the six month period ended June 30, 2022 are as follows:
17
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 5. | SHARE CAPITAL (cont’d) |
| (f) | Share purchase warrants |
A summary of the Company’s share purchase warrant activity is as follows:
| Number of Warrants |
Weighted average exercise price |
|||||||
| Outstanding, December 31, 2021 | 5,121,328 | $ | 9.89 | |||||
| Granted | 29,139,129 | $ | 0.94 | |||||
| Expired | (128,386 | ) | $ | 33.47 | ||||
| Outstanding, December 31, 2022 | 34,132,071 | $ | 1.76 | |||||
| Granted | 18,042,857 | $ | 0.20 | |||||
| Exercised | (39,074,844 | ) | $ | 0.09 | ||||
| Outstanding, June 30, 2023 and the date of the MD&A (before the 100-1 reverse stock split) | 13,100,084 | $ | 3.84 | |||||
| Outstanding, June 30, 2023 and the date of the MD&A (after the 100-1 reverse stock split) | 131,001 | $ | 384.00 | |||||
As at June 30, 2023 the share purchase warrants outstanding are as follows:
| Grant Date | Number of Warrants outstanding and exercisable | Exercise Price | Expiry date | |||||||
| 29-Sep-20 | ||||||||||
| 31-Dec-20 | ||||||||||
| 11-Jan-22 | ||||||||||
| Total (before the 100-1 reverse stock split) | $ | |||||||||
| Total (before the 100-1 reverse stock split) | $ | |||||||||
Transactions for the six months ended June 30, 2023 are as follows:
| ● |
Transactions for the six month period ended June 30, 2022 are as follows:
18
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 6. | TRANSACTION COSTS |
Transaction costs incurred in relation
to the January 2023 warrant raise and issuance described in Note 5 were $
Transaction costs incurred in the six
months ended June 30, 2022 were $
| 7. | FINANCIAL INSTRUMENTS |
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 unaudited condensed interim consolidated statement of financial position.
19
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 8. | 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.
| 2023 | 2022 | |||||||
| Payments to key management personnel: | ||||||||
| Salaries, consulting and directors’ fees | $ | $ | ||||||
| Share-based payments | ||||||||
| Total | $ | $ | ||||||
21
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 8. | RELATED PARTY TRANSACTIONS (cont’d) |
| (in thousands) | ||||||||||
| Type of Service | Nature of Relationship | 2023 | 2022 | |||||||
| Selling and marketing expenses | VP Technology/VP Sales International | $ | $ | |||||||
| General and administrative expense | Companies controlled by the CEO, CFO and Directors | $ | $ | |||||||
| 9. | SEGMENTED INFORMATION |
The Company is domiciled in Canada, and it operates and produces its income primarily in Israel, Europe and North America. The Company operates as a single segment being the sale of cellular-based communications products.
The Company’s entity-wide disclosures include disaggregated information about product sales, geographical areas, and major customers.
| External revenues by Geography for the three and six month period ended June 30 | 6 months ended June 30 | 3 months ended June 30 | ||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| USA | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| EMEA | ||||||||||||||||
| Australia | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
22
Siyata Mobile Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Expressed in US dollars)
As at June 30, 2023 and December 31, 2022 and for the three and six month period ended June 30, 2023 and 2022
| 9. | SEGMENTED INFORMATION (cont’d) |
| (in thousands) | June 30, 2023 | December 31, 2022 | ||||||
| Long-term receivable total | $ | $ | ||||||
| Canada | ||||||||
| EMEA | ||||||||
| Right of use asset total | $ | $ | ||||||
| Canada | ||||||||
| EMEA | ||||||||
| Equipment total | $ | $ | ||||||
| Canada | ||||||||
| EMEA | ||||||||
| Intangibles total | $ | $ | ||||||
| Canada | ||||||||
| EMEA | ||||||||
Product information is shown below:
| Revenue by product line for the three and six month period ended June 30 | 6 months ended | 3 months ended | ||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Cellular boosters and related accessories | $ | $ | ||||||||||||||
| Rugged devices and related accessories | $ | $ | ||||||||||||||
| Total | $ | $ | ||||||||||||||
| 10. | SUBSEQUENT EVENTS |
Subsequent to the period end, the Company
issued
On August 9, 2023, the Company affected
a 100-to-1 reverse stock split resulting in
23