United States securities and exchange commission logo
July 22, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re: Siyata Mobile Inc.
Amendment No. 1 to
Draft Registration
Statement on Form F-1
Submitted June 25,
2020
File No. 377-03097
Dear Mr. Seelenfreund:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed on
June 25, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
42
1. We note that a single
customer accounts for approximately 15% of your revenues for 2019
and your top four
customers account for approximately 49% of your revenues for 2019.
Please clarify whether
any other customers individually contributed a material amount of
revenue. To the extent
material, please identify these significant customers and discuss
the terms of any
agreements.
Marc Seelenfreund
FirstName LastNameMarc Seelenfreund
Siyata Mobile Inc.
Comapany
July NameSiyata Mobile Inc.
22, 2020
July 22,
Page 2 2020 Page 2
FirstName LastName
Significant Highlights, page 43
2. We note that you have been granted licensing agreements with Uniden
America Corp,
Via Licensing, and Wilson Electronics, LLC. Please disclose the
material financial
obligations under those agreements, including but not limited to, the
minimum royalty
payments. Please file the agreement with Via Licensing as an exhibit
or provide an
analysis supporting your determination that you are not required to
provide the contract.
Refer to Item 601(b)(10) of Regulation S-K.
Outlook, page 45
3. Please discuss the known trends and uncertainties from the COVID-19
pandemic on your
future results of operations, liquidity and capital resources. Address
how the COVID-19
pandemic may impact your ability to continue as a going concern and
how management
plans to address these uncertainties.
Results of Operations for the Year Ended December 31, 2019, page 48
4. Please quantify in MD&A each material factor identified in your
discussion as having a
significant impact on your results of operations. You should replace
vague terms such as
mainly in favor of specific quantifications.
5. We note you discuss the impact of the initial demand for your Uniden
UV350 4G In-
vehicle product in North America offset by a drop in sales of legacy
3G products. Please
expand your discussion to focus on such known trends or uncertainties
that you
reasonably expect will have a material impact on your future net
sales, revenues and
income from continuing operations. Describe and quantify your historic
reliance of 3G
and other legacy products for your revenues and the anticipated impact
from any declines
in such sales on your future revenues and margins.
Liquidity and Capital Resources, page 51
6. We note that you had convertible debentures coming due on June 28,
2020. Please see the
guidance provided by Section III.C of Release 33-6835 and expand your
discussions of
liquidity and capital resources to address these balloon payments as
well as other material
payments coming due on long-term debt. Disclose proposed sources of
funding required
to satisfy such obligations.
Business, page 56
7. Please revise to provide more details concerning your channel partners
and clarify how
much of your revenue is derived from these sources as compared to
direct sales. For
example, please clarify whether any of your channel partners generates
a material amount
of your revenue and describe the material terms of those
relationships, including the
identity of those channel partners.
Marc Seelenfreund
FirstName LastNameMarc Seelenfreund
Siyata Mobile Inc.
Comapany
July NameSiyata Mobile Inc.
22, 2020
July 22,
Page 3 2020 Page 3
FirstName LastName
8. We note your statement that you obtained industry data and forecasts
from market
research, publicly available information, and industry publications.
Where you have
included industry or market data in the prospectus, please either
identify the sources or
attribute the information to your own company, based on your own
research.
Management, page 63
9. We note that the four director nominees appear to be currently serving
on the board based
on the information on your website. Please revise to disclose the
dates on which the
directors were appointed.
Financial Statements
Consolidated Statements of Loss and Comprehensive Loss, page F-4
10. Revise your income statement to include the impairment of intangible
assets in the
calculation of net operating income (loss).
4. Trade and Other Receivables, page F-18
11. Tell us why the days-sales-outstanding in your trade receivables, as
of December 31,
2019, appears to be over 2-1/2 times that of December 31, 2018.
Material trends in sales
and collectability of receivables should be addressed in your
Management's Discussion of
Analysis in accordance with the guidance provided by Securities Act
Release No. 33-
6835.
7. Intangible Assets, page F-19
12. In light of your policy of amortizing development costs on a
straight-line basis using
useful lives of 5 - 6 years, it is unclear how you calculated the
$950,383 of amortization
expense for the year ended December 31, 2019. Please advise and
provide us your
calculations. Also, please disclose and tell us how much of the
deferred development
costs and related accumulated amortization represents 3G and 4G
technologies.
Exhibits
13. Please file the employment agreements with Gerald Bernstein and the
consulting
agreement with Glenn Kennedy as exhibits. See Item 601(b)(10)(iii) of
Regulation S-K.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Marc Seelenfreund
Siyata Mobile Inc.
July 22, 2020
Page 4
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202)
551- 3453 with
any other questions.
Sincerely,
FirstName LastNameMarc Seelenfreund
Division of
Corporation Finance
Comapany NameSiyata Mobile Inc.
Office of Technology
July 22, 2020 Page 4
cc: Joseph M. Lucosky
FirstName LastName