Siyata Mobile amends merger agreement with Core Gaming and enters consulting deal

Siyata Mobile Inc. (NASDAQ:SYTA) announced Monday that it has entered into an Amended and Restated Merger Agreement with Core Gaming, Inc., updating the terms of a planned merger first agreed to in February 2025. The agreement, disclosed in a press release statement and filed with the Securities and Exchange Commission, also involves Siyata Core Acquisition U.S., Inc. and several affiliated entities.

Under the revised terms, Core Gaming will merge with and into Siyata Core Acquisition U.S., Inc., becoming a wholly owned subsidiary of Siyata Mobile. The amended agreement adds Siyata PTT, Siyata Mobile Israel Ltd., and Signifi Mobile Inc. as limited-purpose parties for certain provisions. Marc Seelenfreund, currently Siyata’s Chief Executive Officer, is designated as a limited-purpose party for specific covenants.

The agreement requires Core Gaming to procure and prepay a one-year "tail" insurance policy extending directors’ and officers’ liability coverage with an aggregate limit of at least $10 million. Siyata Mobile may also obtain up to five additional years of coverage for pre-closing events at its discretion.

The amended merger terms specify that cash and cash equivalents of the PTT subsidiaries will be segregated after the merger and used exclusively for operating the PTT Retained Business. The PTT subsidiaries are restricted from incurring new indebtedness, issuing securities, or amending existing debt, except for ordinary course intercompany arrangements and trade payables. Siyata Mobile must obtain Mr. Seelenfreund’s prior written consent before taking certain actions involving the PTT subsidiaries, including changes to organizational documents, equity issuances, asset sales, and other major financial decisions.

Post-closing, the surviving corporation and Siyata Mobile are required to make specific disbursements to Siyata PTT or a designated subsidiary, including $1.08 million upon defined subsequent financings, additional payments tied to fundraising milestones, and reimbursement of up to $250,000 in legal fees, subject to conditions outlined in the agreement. If the agreement is terminated and Siyata Mobile enters a similar transaction within specified periods, a $4 million termination fee is payable to Core Gaming.

Separately, Siyata Mobile Israel Ltd. and Signifi Mobile Inc. entered into a consulting agreement with BSD Capital Group Ltd. and Mr. Seelenfreund, effective at the merger’s closing. The agreement provides for management services, compensation, bonuses, and change-of-control protections.

All information is based on a press release statement filed with the SEC.

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