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11,000,000 Common Shares
This prospectus relates to resale from time to time by Hudson Global Ventures, LLC, a Nevada limited liability company ("Investor") of our common shares, no par value (the "Common Shares"), in an offering amount of up to $12,210,000 (the "ELOC Shares" or "Shares"), out of the total and entire $18,000,000 original facility (of which currently 358,155 shares are available under the Prior Registration Statement (as defined below), at an assumed average price of $1.64 per share), which would currently represent approximately 11,000,000 Common Shares based on the closing price of our shares on the Nasdaq Capital Market, LLC, or "Nasdaq", on May 2, 2025 of $1.11 per share, that may be issued by us to the Investor pursuant to an equity purchase agreement, dated as of January 14, 2025, by and between us and the Investor (the "ELOC Purchase Agreement") establishing a committed equity facility (the "Facility" or "Equity Line of Credit"), and accounting for the already issued 2,829,000 Common Shares (with 358,155 shares still available under the Prior Registration Statement, at an assumed average price of $1.64 per share), amounting to an offering proceeds of up to $5,201,616, that were issued earlier under the same Facility, and registered by us on a registration statement on Form F-1, initially filed with the Securities and Exchange Commission, or the SEC, on January 21, 2025, and declared effective on January 27, 2025 (the "Prior Registration Statement"). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Shares by the Investor. However, we may receive up to, but no more than $12,210,000, out of the entire $18,000,000 facility, in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus. See "Plan of Description" for a description of the ELOC Purchase Agreement and the Facility and "Selling Shareholder" for additional information regarding the Investor.
Posted In: SYTA
