Sekur Private Data Ltd. [SWISF] Filings

As filed with the Securities and Exchange Commission on September 16, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SEKUR PRIVATE DATA LTD.

(Exact name of Registrant as specified in its charter)

First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, Canada, M5X 1C9
Tel: (416) 644-8690

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

NORTHWEST LAW GROUP

Suite 704, 595 Howe Street, Vancouver, BC V6C 2T5

Tel: (604) 687-5792

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

As soon as practicable after this Registration Statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION DATED SEPTEMBER 16, 2022

PRELIMINARY PROSPECTUS

Sekur Private Data Ltd.

● Units

Each Unit Consisting of

One Common Share and

One Warrant to Purchase One Common Share

We are offering for sale ● units (the “Units”) of Sekur Private Data Ltd., a British Columbia corporation. Each Unit consists of one common share, no par value, which we refer to as the “Common Shares”, and one warrant (the “Warrant”) to purchase one Common Share at an exercise price of USD$● per share, in a firm commitment underwritten public offering at an assumed public offering price of USD$● per Unit. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The Common Shares and Warrants are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediately exercisable on the date of issuance and will expire five years from the date of issuance.

Our Common Shares are currently trading on the Canadian Securities Exchange (the “CSE”) under the symbol “SKUR”, the OTCQX under the symbol “SWISF,” and the Frankfurt Stock Exchange (the “FRA”) under the symbol “GDT0”. On ●, the last closing price for our Common Shares reported on the OTCQX was USD$● per share.

We have applied to list our Common Shares and Warrants on the Nasdaq Capital Market under the symbols “SKUR” and “SKURW”, respectively. There can be no assurance that we will be successful in listing our Common Shares or Warrants on the Nasdaq Capital Market. We will not consummate this offering unless our Common Shares will be listed on the Nasdaq Capital Market. Prices of our Common Shares as reported on the OTCQX may not be indicative of the prices of our Common Shares if our Common Shares were traded on the Nasdaq Capital Market.

The offering price of the Units will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price used throughout this prospectus may not be indicative of the actual public offering price for our Common Shares and the Warrants.

Except as otherwise indicated, information in this prospectus, other than as set forth in our Financial Statements and the Notes thereto, reflect a 1-for-● reverse split of our Common Shares, which we refer to as the “Reverse Stock Split,” or the “Reverse Split”, as approved by our Board of Directors, to be effective immediately prior to the effective date of this prospectus and the pricing of this offering.

Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our securities.

We are an “emerging growth company” as defined under the federal securities laws and may elect to comply with reduced public company reporting requirements. Please read “Implications of Our Being an Emerging Growth Company” beginning on page 3 of this prospectus for more information.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the representative of the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional ● Common Shares and/or up to an additional ● Warrants at a price from us at the public offering price of USD$● per Common Shares and USD$● per Warrant, respectively, less, in each case, the underwriting discounts payable by us, solely to cover over-allotments, if any.

The underwriters expect to deliver the securities against payment to the investors in this offering on or about ●.

Sole Book-Running Manager

Maxim Group LLC

The date of this Prospectus is ●

TABLE OF CONTENTS

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, all references in this prospectus to “Sekur,” the “Company,” “we,” “our,” “us” or similar terms refer to Sekur Private Data Ltd. and its subsidiaries.

No action is being taken in any jurisdiction outside the U.S. to permit a public offering of our securities or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the U.S. are required to inform themselves about and to observe any restrictions about this offering and the distribution of this prospectus applicable to those jurisdictions.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

PRESENTATION OF FINANCIAL INFORMATION

The financial information contained in this prospectus derives from our audited consolidated financial statements as of December 31, 2020 and 2021. These financial statements and related notes included elsewhere in this prospectus are collectively referred to as our audited consolidated financial statements herein and throughout this prospectus. Our audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our fiscal year ends on December 31 of each year, so all references to a particular fiscal year are to the applicable year ended December 31. Following the completion of this offering, we will be required to file annual reports on Form 20-F with the Securities and Exchange Commission, or the SEC, under United States Securities Exchange Act of 1934, as amended, or the Exchange Act, and although not required under the Exchange Act, we expect to publish unaudited condensed consolidated interim financial statements on a quarterly basis. On ●, we implemented a consolidation, or a reverse stock split, of our issued and outstanding Common Shares on the basis of one new Common Share for ● old Common Shares. The share and per share information in this prospectus, other than in our Financial Statements and the Notes thereto, or where referred to as “Pre-Split”, reflects such consolidation or reverse stock split.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our securities, discussed under “Risk Factors,” before deciding whether to buy our securities.

Overview

Sekur Private Data Ltd. (the “Company,” “Sekur,” “we,” “us,” or “our”) (formerly GlobeX Data Ltd.) (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on March 1, 2017 and completed its initial public offering (“IPO”) during the year ended December 31, 2019. The Company’s Common Shares and tradeable warrants were listed on the Canadian Securities Exchange effective July 22, 2019 under the symbols “SWIS” and “SWIS.WT”, respectively. On November 5, 2019, the Company’s Common Shares began trading on the OTCQB Venture Market with the trading symbol SWISF. On April 14, 2022, the Company changed its name to Sekur Private Data Ltd. and the Company’s Common Shares and tradable warrants were listed on the Canadian Securities Exchange under the new symbols “SKUR” and “SKUR.WT”, respectively. The Company began trading on the OTCQX as of April 29, 2022 under the trading symbol SWISF.

Sekur Private Data Ltd. is a Cybersecurity and Internet Privacy provider of Swiss hosted solutions for secure communications and secure data management. The Company distributes a suite of encrypted e-mails, secure messaging and secure communications and a suite of cloud-based storage, disaster recovery and document management tools. Sekur Private Data Ltd. sells its solutions through its websites sekur.com and sekursuite.com, and through its approved distributors, and telecommunications companies worldwide. Sekur Private Data Ltd. serves consumers, businesses and governments worldwide.

The Company is the exclusive worldwide (subject to certain limited exceptions) distributor and license holder of a full suite of encrypted emails and secure communication, secure cloud-based storage and document management solutions, primarily Sekur, SekurMail, SekurMessenger and SekurSuite (collectively, the “Products”). The Products, all of which are currently in use by customers, were developed by GlobeX Data S.A., a privately held Swiss based privacy, cyber security and secure communications company (“GDSA”) and licensed to the Company in perpetuity. Alain Ghiai-Chamlou, our President and Chief Executive Officer, is also the majority shareholder of GDSA.

On May 7, 2017, the Company entered into a licensing agreement (the “Global License Agreement”) with GDSA to market/distribute the Products globally except in Switzerland, Liechtenstein, The Principality of Monte Carlo, The Vatican City State, The Grand-Duchy of Luxembourg, the USA and Canada. On March 29, 2018, the Company acquired 100% of the issued and outstanding securities of GlobeX Data Inc. (“GlobeX US”) via a securities purchase agreement whereby Alain Ghiai-Chamlou, the sole shareholder of GlobeX US in the transaction, received 25,000,000 Common Shares of the Company as consideration. GlobeX US has an exclusive license in perpetuity with GDSA to market/distribute the products in the USA and Canada. Since 2017, the Company, through GlobeX US, primarily marketed the Products to end users in North America directly to end users and through some channel partners (“Channel Partners”).

On July 21, 2022, the Company entered into an Addendum (the “Addendum”) to the Global License Agreement with GDSA. This Addendum allows the Company to market/distribute the Products globally, including Switzerland, Lichtenstein, The Principality of Monte Carlo, The Vatican City State, and The Grand-Duchy of Luxembourg. The Company is permitted to market the Products in Switzerland only through online sales, and is not permitted to enter into a physical Reseller relationship in Switzerland. All other countries globally are now open to market by the Company.

Risk Factors Summary

Investing in our securities involves substantial risk. The risks described under the heading “Risk Factors” immediately following this summary may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges include the following:

Recent Developments in Canadian dollars $

In April 2022, the Company closed a private placement consisting of 2,321,585 units at a price of CAD$0.35 per unit for proceeds of CAD$812,555. Each unit consists of one Common Share and one share purchase warrant. Each warrant entitles the holder to purchase an additional share at a price of CAD$0.70 per share for two years.

In April 2022, the Company changed its name to Sekur Private Data Ltd.

In April 2022, the Company began trading on the OTCQX under the trading symbol SWISF.

In May 2022, the Company issued 150,000 Common Shares at a fair value of CAD$56,250 for marketing services.

During the period ended June 30, 2022, the Company received proceeds of CAD$73,550 from the exercise of 384,000 warrants.

Subsequent to the period ended June 30, 2022, the Company received proceeds of CAD$70,300 from the exercise of 468,668 warrants.

Going Concern

Our continued operation as a going concern is dependent upon our ability to generate positive cash flows and/or obtain additional financing sufficient to fund continuing activities and acquisitions. While we continue to review our operations in order to identify strategies and tactics to increase revenue streams and financing opportunities, there is no assurance that we will be successful in such efforts; if we are not successful, we may be required to significantly reduce or limit operations, marketing expenses, or no longer operate as a going concern. It is also possible that operating and marketing expenses could increase in order to grow the business. If we do not start generating and significantly increase revenues to meet these increased operating expenses and/or obtain financing until our revenues meet these operating expenses, our business, financial condition and operating results could be materially adversely affected. We cannot be sure when or if we will ever achieve profitability and, if we do, we may not be able to sustain or increase that profitability.

Corporate Information

Our principal executive offices and headquarters are located at First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, M5X 1C9, Canada, and our phone number is +1-416-644-8690. We maintain a corporate website at www.sekurprivatedata.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

Corporate History and Structure

The Company was incorporated under the Business Corporations Act (British Columbia) on March 1, 2017 with the name GlobeX Data Ltd. On April 14, 2022, the Company changed its name to Sekur Private Data Ltd.

The Company is registered with the CSE under the symbol SKUR, commenced trading on OTCQX under the symbol SWISF on April 29, 2022 and trades on the FRA under the symbol GDT0.

The following diagram illustrates our corporate structure as of the date of this prospectus:

Implications of Our Being an “Emerging Growth Company”

As a company with less than USD$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act, occurred, if we have more than USD$1.07 billion in annual revenues, have more than USD$700 million in market value of our Common Shares held by non-affiliates, or issue more than USD$1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

THE OFFERING

The number of shares of our Common Shares to be outstanding after this offering is based on 116,556,773 (● shares following the Reverse Split), as of ●, 2022 and excludes:

Unless we specifically state otherwise, the information in this prospectus assumes no exercise by the underwriter of the over-allotment option.

On ●, 2022, the Board of Directors approved a reverse stock split of our Common Shares at the ratio of 1-for-● (the “Reverse Stock Split” or “Reverse Split”). The Reverse Stock Split was effectuated on ●. Unless otherwise indicated, all Common Share amounts in this prospectus are reflected on a pre-Reverse Stock Split basis.

SUMMARY FINANCIAL DATA

The following summary consolidated statements of income for the years ended December 31, 2021 and 2020, and the six month periods ended June 30, 2022 and 2021 and the summary consolidated balance sheet data as of December 31, 2021 and 2020 and June 30, 2022.

Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable. Our financial statements, however, may not necessarily reflect our results of operations, financial position and cash flows as if we had operated as a separate, stand-alone company during the periods presented. You should not view our historical results as an indicator of our future performance.

Selected Consolidated Statement of Income and Comprehensive Income

(In Canadian dollars, except number of shares)

The following table presents our summary consolidated balance sheet data as of June 30, 2022, December 31, 2021 and 2020.

(In Canadian dollars, except number of shares)

RISK FACTORS

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment.

Risks Related to Our Business

Our business is dependent on licensed technology, and failure to maintain our license could result in our business failing.

On May 7, 2017, we entered into a licensing agreement (the “Global License Agreement”) with GDSA to market/distribute the Products globally except in the U.S. and Canada. Through our acquisition of GlobeX US, we acquired an exclusive license to the U.S. and Canada. The term of the license is in perpetuity. However, GDSA has the right to terminate the Global License Agreement if we are in material breach of the Global License Agreement so long as GDSA provides written notice. Material breaches would include our failure to make payments to GDSA or bankruptcy. We are dependent on GDSA to develop and maintain the Products. As a result, the Company has limitations on its ability to implement any changes to the Products. If GDSA were to terminate the Global Licensing Agreement, fundamentally change the Products or halt development, our business would be significantly negatively affected. A failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.

We have a history of operating losses and we may never achieve or maintain profitability.

We have a limited operating history and a history of losses from operations. As of December 31, 2021, we had an accumulated deficit of CAD$13,485,551. Even assuming the sale of the Units in this offering, without additional capital our existing cash and cash equivalents will be insufficient to fully fund our business plan. Our ability to achieve profitability will depend on whether we can obtain additional capital when we need it, complete the development of our technology, obtain required regulatory approvals and continue to develop arrangements with channel partners. There can be no assurance that we will ever achieve profitability.

We are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets, and if end customers in those markets do not purchase our solutions, our revenues will be adversely impacted, and we may not be able to expand into other markets.

Our revenues have been primarily in the retail market, and we are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets. End customers in the public sector market may remain, for reasons outside our control, tied to competitive alternatives to our products. Sales of our products to these buyers may also be delayed or limited by these competitive conditions. If our products are not widely accepted by buyers in those markets, we may not be able to expand sales of our products into new markets, and our business, results of operations and financial condition may be adversely impacted.

We participate in a competitive industry, which may become more competitive. Competitors with greater resources may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements.

We face significant competition in developing and selling our products. Some of our competitors are:

Tutanota, Runbox, Posteo, ProtonMail, Mailfence, Hushmail and Countermail for Email solutions. For Messenger solutions, some of our competitors are Threema, WhatsApp, Telegram, and Signal.

We cannot assure we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, data capture products, or related accessories and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products, which may create additional pressures on our competitive position in the marketplace.

Most of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources and experience than we do. Many of our competitors may also have existing relationships with the channel partners who we use to sell our products, or with our potential customers. Our competitors may also be able to more quickly and cost-effectively respond to new or emerging technologies and changes in customer requirements. If any of our larger competitors were to commit greater technical, sales, marketing and other resources to our markets, our ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales would suffer and as a result our financial condition will be adversely impacted.

Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation, which would adversely impact our business.

Our software may contain undetected errors, defects or bugs. Although we have not suffered significant harm from any errors, defects or bugs to date, we may discover significant errors, defects, or bugs in the future that we may not be able to correct or correct in a timely manner. It is possible that errors, defects or bugs will be found in our existing or future software with the potential for delays in, or loss of market acceptance of, our products and services, diversion of our resources, injury to our reputation, increased service and warranty expenses, and payment of damages.

Further, errors, defects or bugs in our solutions could be exploited by hackers or could otherwise result in an actual or perceived breach of our information systems. Alleviating any of these problems could require significant expense and could cause interruptions, delays or cessation of our product licensing, which would reduce demand for our products and result in a loss of sales, delay in market acceptance and injure our reputation and could adversely impact our business, results of operations and financial condition.

Our financial controls and procedures may not be sufficient to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our securities.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2021 and 2020, our independent registered public accountants did not identify any material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

However, we cannot be certain that material weaknesses and control deficiencies will not be discovered in the future. If material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Common Shares to decline.

When we become listed on Nasdaq, we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. Whether or not our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed. However, our independent registered public accounting firm will not be required to attest formally to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” as defined in the JOBS Act. Accordingly, you will not be able to depend on any attestation concerning our internal control over financial reporting from our independent registered public accountants for the foreseeable future.

If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business would suffer.

Our ability to successfully grow our business depends on a number of factors including our ability to:

As usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, software, technologies, security features and infrastructure operations. In addition, we will need to appropriately scale our internal business systems and our services organization, including the suppliers of our products and customer support services, to serve our growing customer base. Any failure of, or delay in, these efforts could impair the performance of our solutions and reduce customer satisfaction.

Further, our growth could increase quickly and place a strain on our managerial, operational, financial and other resources, and our future operating results depend to a large extent on our ability to successfully manage our anticipated expansion and growth. To manage our growth successfully, we will need to continue to invest in sales and marketing, research and development, and general and administrative functions and other areas. We are likely to recognize the costs associated with these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely impact our operating results.

If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions, satisfy customer requirements, maintain the quality and security of our solutions or execute on our business plan, any of which could harm our business, operating results and financial condition.

We may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances.

To be successful, we must adapt to rapidly changing technological and application needs by continually improving our products, as well as introducing new products and services, to address user demands.

Our industry is characterized by:

Future success will depend on our ability to effectively and economically adapt in this evolving environment. We could incur substantial costs if we must modify our business to adapt to these changes, and may even be unable to adapt to these changes.

Our future success is dependent on our ability to create independent brand awareness for our company and products with end customers, and our inability to achieve such brand awareness could limit our prospects.

To increase end-customer brand awareness, we intend to develop sales tools for key verticals within our target markets, increase usage of social media and expand product training efforts, among other things. As a result, we expect our sales and marketing expenses to increase in the future, primarily from increased sales personnel expenses, which will require us to cost-efficiently ramp up our sales and marketing capabilities and effectively target end customers. Our failure to establish stand-alone brand awareness with end customers of our products will leave us vulnerable to the marketing and selling success of others, including our channel partners, and these developments could have an adverse impact on our prospects. If we are unable to significantly increase the awareness of our brand and solutions with end customers in a cost-efficient manner, we will remain significantly dependent on our channel partners for sales of our products, and our business, financial condition and results of operations could be adversely impacted.

We are dependent on the continued services and performance of a concentrated group of senior management and other key personnel, the loss of any of whom could adversely impact our business.

Our future success depends in large part on the continued contributions of a concentrated group of senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, the development of our solutions and our strategic direction. We also depend on the contributions of key technical personnel. Our senior management and key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The loss of any of our key personnel could significantly delay or prevent the achievement of our development and strategic objectives and harm our business.

We compete in a rapidly evolving market, and the failure to respond quickly and effectively to changing market requirements could cause our business and operating results to decline.

The mobile data market is characterized by rapidly changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. As new web and mobile application standards are introduced and evolve, we may be required to modify our products to make them compatible with these new standards. We may not be successful in modifying our current products or introducing new ones in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be significantly harmed.

If we are unable to sell our solutions into new markets, our revenues may not grow.

Any new market into which we attempt to sell our solutions may not be receptive. Our ability to penetrate new markets depends on the quality of our solutions, the continued adoption of our public safety solution by first responders, the perceived value of our solutions as a risk management tool and our ability to design our solutions to meet the demands of our customers. If the markets for our solutions do not develop as we expect, our revenues may not grow.

Our ability to successfully face these challenges depends on several factors, including increasing the awareness of our solutions and their benefits, the effectiveness of our marketing programs, the costs of our solutions, our ability to attract, retain and effectively train sales and marketing personnel, and our ability to develop relationships with wireless carriers and other partners. If we are unsuccessful in developing and marketing our solutions into new markets, new markets for our solutions might not develop or might develop more slowly than we expect, either of which would harm our revenues and growth prospects.

If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements on a timely basis or at all, our business will be adversely impacted.

If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating results and financial condition would be adversely impacted.

A security breach or other significant disruption of our IT systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results.

All IT systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, energy blackouts, natural disasters, terrorism, sabotage, war, insider trading and telecommunication failures. A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or manufacturers could result in the unauthorized release of proprietary, confidential or sensitive information of ours or our users or result in virus and malware installation on our devices. Such unauthorized access to, or release of, this information or other security breaches could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, (iii) subject us to claims for breach of contract, tort, and other civil claims, and (iv) damage our reputation. In particular, because we provide cybersecurity and internet privacy solutions, any unauthorized access to our information or other security breaches could cause customers or potential customers to lose confidence in our ability to securely provides those services. Any or all of the foregoing could have a negative impact on our business, financial condition and results of operations. We have not suffered any security breach since inception.

The unfavorable outcome of any future litigation, arbitration or administrative action could have a significant adverse impact on our financial condition or results of operations.

From time to time we may be a party to litigation, arbitration, or administrative actions. Our financial results and reputation could be negatively impacted by unfavorable outcomes to any future litigation or administrative actions, including those related to the Foreign Corrupt Practices Act, the U.K. Bribery Act, or other anti-corruption laws. There can be no assurances as to the favorable outcome of any litigation or administrative proceedings. In addition, it can be very costly to defend litigation or administrative proceedings and these costs could negatively impact our financial results.

Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our customers and potential customers, which could significantly adversely impact our business.

Current or future economic uncertainties or downturns could adversely impact our business and operating results. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks in North America, Europe, the Asia Pacific region or elsewhere, could cause a decrease in funds available to our customers and potential customers and negatively affect the growth rate of our business.

These economic conditions may make it extremely difficult for our customers and us to forecast and plan future budgetary decisions or business activities accurately, and they could cause our customers to re-evaluate their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times or as a result of political changes, our customers may tighten their budgets and face constraints in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely impact our financial results.

We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry, or the impact of political changes. If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if recent political changes result in less funding being available to purchase our solutions, our business, operating results and financial condition could be adversely impacted.

Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason, could negatively impact our business.

We do not control the labor and other business practices of our suppliers, subcontractors, distributors, resellers and third-party sales representatives, or TPSRs, and cannot provide assurance that they will operate in compliance with applicable rules, and regulations regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark a copyright and patent licensing. If one of our suppliers, subcontractors, distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be terminated, and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure the necessary license rights to trademarks, copyrights or patents, legal action could be taken against us that could impact the saleability of our products and expose us to financial obligations to a third party. Any of these events could have a negative impact on our sales and results of operations.

Moreover, any failure of our suppliers, subcontractors, distributors, resellers and TPSRs, for any reason, including bankruptcy or other business disruption, could disrupt our supply or distribution efforts and could have a negative impact on our sales and results of operations.

Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition.

Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks, and power outages, which may render it difficult or impossible for us to operate our business for some period of time. Any disruptions in our operations could negatively impact our business and operating results, and harm our reputation. In addition, while we currently carry business insurance that we believe is appropriate for our business and industry, we may not always carry business insurance or may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a significant adverse impact on our business, operating results and financial condition. In addition, the facilities of significant vendors, in particular our Swiss data center, may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or significant adverse impact on our business.

We are exposed to risks associated with strategic acquisitions and investments.

We may consider strategic acquisitions of companies with complementary technologies or intellectual property in the future. Acquisitions hold special challenges in terms of successful integration of technologies, products, services and employees. We may not realize the anticipated benefits of these acquisitions or the benefits of any other acquisitions we have completed or may complete in the future, and we may not be able to incorporate any acquired services, products or technologies with our existing operations, or integrate personnel from the acquired businesses, in which case our business could be harmed.

Acquisitions and other strategic decisions involve numerous risks, including:

Financing for future acquisitions may not be available on favorable terms, or at all. If we identify an appropriate acquisition candidate for any of our businesses, we may not be able to negotiate the terms of the acquisition successfully, finance the acquisition or integrate the acquired business, products, service offerings, technologies or employees into our existing business and operations. Future acquisitions and divestitures may not be well-received by the investment community, which may cause the value of our stock to fall. We cannot ensure that we will be able to identify or complete any acquisition, divestiture or discontinued business in the future. Further, the terms of our indebtedness constrain our ability to make and finance additional acquisitions or divestitures.

If we acquire businesses, new products, service offerings or technologies in the future, we may incur significant acquisition-related costs. In addition, we may be required to amortize significant amounts of finite-lived intangible assets and we may record significant amounts of goodwill or indefinite-lived intangible assets that would be subject to testing for impairment. We have in the past and may in the future be required to write off all or part of the intangible assets or goodwill associated with these investments that could harm our operating results. If we consummate one or more significant future acquisitions in which the consideration consists of stock or other securities, our existing stockholders’ ownership could be significantly diluted. If we were to proceed with one or more significant future acquisitions in which the consideration included cash, we could be required to use a substantial portion of our cash and investments. Acquisitions could also cause operating margins to fall depending on the businesses acquired.

Our strategic investments may involve joint development, joint marketing, or entry into new business ventures, or new technology licensing. Any joint development efforts may not result in the successful introduction of any new products or services by us or a third party, and any joint marketing efforts may not result in increased demand for our products or services. Further, any current or future strategic acquisitions and investments by us may not allow us to enter and compete effectively in new markets or enhance our business in our existing markets and we may have to impair the carrying amount of our investments.

We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our businesses, including, but not limited to, revenue recognition, asset impairment, inventories, customer rebates and other customer consideration, tax matters, and litigation and other contingent liabilities are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition. New accounting guidance may also require systems and other changes that could increase our operating costs and/or change our financial statements. For example, implementing future accounting guidance related to revenue, accounting for leases and other areas could require us to make significant changes to our accounting systems, impact existing debt agreements and result in adverse changes to our financial statements.

Risks Related to Government Regulation

We are subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions, export control, and similar laws. Non-compliance with such laws can subject us to criminal or civil liability and harm our business, revenues, financial condition and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international presence, we may engage with distributors and third-party intermediaries to market our solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. In particular, the United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC. OFAC rules prohibit U.S. persons from engaging in, or facilitating a foreign person’s engagement in, transactions with or relating to the prohibited individual, entity or country, and require the blocking of assets in which the individual, entity or country has an interest. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Other countries in which we operate, including Canada also maintain economic and financial sanctions regimes.

We cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international presence, our risks under these laws, rules, and regulations may increase. Further, any change in the applicability or enforcement of these laws, rules, and regulations could adversely impact our business operations and financial results.

Detecting, investigating and resolving actual or alleged violations can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, anti-money laundering, or economic sanctions laws, rules, and regulations could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, revenues, financial condition, and results of operations would be significantly harmed. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, financial condition and results of operations.

We are subject to a wide range of privacy and data security laws, regulations and other legal obligations.

Personal privacy and information security are significant issues in the United States and the other jurisdictions in which we operate or make our products and applications available. The legislative and regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, and various state, local and foreign agencies.

We may collect personally identifiable information, or PII, when a user registers for an account login, and when a user uses the Products. We use this information to provide services to our customers and to support, expand and improve our business. We may also receive PII from our resellers and other business partners. When a user registers with us, we ask for their contact information (such as their name, street address and email address), as well as certain information pertaining to their business.

We use the information collected to fulfill a user’s requests for certain products and services offered by the Company. We may also send service announcements, newsletters, and periodic notices about specials, new products and services and products and services offered by the Company and its subsidiary.

The Company does not offer services or sell products to children. The Company does not request or knowingly collect personally identifiable contact information from anyone under the age of 13.

The Company sends PII about a user to other companies or people when it is necessary to protect the rights, property, or safety of the Company, our users, or others, which may include the exchange of information with other organizations for fraud protection and/or risk reduction.

The Company stores its data in data centers in Switzerland and abides by Swiss Federal Data Protection Act (“FADP”). The Swiss FADP is the data privacy law of Switzerland which regulates the processing of personal data from individuals inside Switzerland. While the FADP provides broad protections to personal data, on September 25, 2020, the Swiss federal Parliament enacted a revised version of the FADP, which is anticipated to become effective in 2022 or the beginning of 2023. The new version of the FADP is designed to align Swiss data protection law with the European General Data Protection Regulation 2016/679, commonly referred to as GDPR. If Switzerland were to repeal the FADP or amend the FADP in a manner that no longer provides sufficient protection, our business model would be materially affected and we may not be able to provide sufficient protection for our customers’ data.

Many foreign countries and governmental bodies, including Canada, the European Union and other relevant jurisdictions, have laws and regulations concerning the collection and use of PII obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol, or IP, addresses. Within the European Union, legislators have adopted the GDPR effective May 2018 which may impose additional obligations and risk upon our business and which may increase substantially the penalties to which we could be subject in the event of any non-compliance. We may incur substantial expense in complying with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our revenues and our business overall.

Although we are working to comply with those federal, state, and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products or applications. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of PII or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse impact on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely impact our business.

We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use PII for certain purposes. In addition, a foreign government could require that any PII collected in a country not be disseminated outside of that country, and we are not currently equipped to comply with such a requirement.

Risks Related to Our Intellectual Property

If we are unable to successfully protect our intellectual property, our competitive position may be harmed.

The steps we take to protect our intellectual property may be inadequate, and it is possible that some or all of our confidentiality agreements will not be honored and certain contractual provisions may not be enforceable. Existing trade secret, trademark and copyright laws offer only limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information which we regard as proprietary. Policing unauthorized use of our products is difficult, time consuming and costly, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of either of which would harm our competitive position in the market. Furthermore, disputes can arise with our strategic partners, customers or others concerning the ownership of intellectual property.

Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products.

Third parties in the future may assert, intellectual property infringement claims against us and against our channel partners, end customers and suppliers. Claims for alleged infringement and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our intellectual property rights. Defending any such claims, with or without merit, including pursuant to indemnity obligations, could be time consuming, expensive, cause product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products or reduce our margins. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a license, or if the terms of the license are burdensome to us, our operations could be significantly harmed.

Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial condition and results of operations.

From time to time, we are required to license technology from third parties to develop new products or product enhancements. Third-party licenses may not be available to us on commercially reasonable terms, or at all. If we fail to renew any intellectual property license agreements on commercially reasonable terms, or any such license agreements otherwise expire or terminate, we may not be able to use the patents and technologies of these third parties in our products, which are critical to our success. We cannot assure you that we will be able to effectively control the level of licensing and royalty fees paid to third parties, and significant increase in such fees could have a significant and adverse impact on our future profitability. Seeking alternative technologies may be difficult and time-consuming, and we may not be successful in finding alternative technologies or incorporating them into our products. Our inability to obtain any third-party license necessary to develop new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost, which could seriously harm our business, financial condition and results of operations.

Risks Related to our Status as a Foreign Private Issuer and our International Operations

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Toronto, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.

Most of our employee and contractor base and operations are located outside the United States, primarily in Canada and Switzerland. Most of our software development is conducted outside the United States.

Risks associated with operations outside the United States include:

Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.

The relative change in currency values creates fluctuations in product pricing for international customers. These changes in foreign end-customer costs may result in lost orders and reduce the competitiveness of our products in certain foreign markets. These changes may also negatively impact the financial condition of some foreign customers and reduce or eliminate their future orders of our products.

Our failure to manage any of these risks successfully could harm our international operations and adversely impact our business, operating results and financial condition.

Risks Related to this Offering and Our Securities

We do not know whether an active, liquid and orderly trading market will develop for our Common Shares or what the market price of our Common Shares will be and as a result it may be difficult for you to sell your Common Shares.

Although we have applied to list our Common Shares on The Nasdaq Capital Market, or Nasdaq, an active trading market for our shares may never develop or be sustained following this offering. You may not be able to sell your shares quickly or at the market price if trading in our Common Shares is not active. The initial public offering price for our Common Shares will be determined through negotiations with the underwriters, and the negotiated price may not be indicative of the market price of the Common Shares after the offering. As a result of these and other factors, you may be unable to resell your Common Shares at or above the initial public offering price. Further, an inactive market may also impair our ability to raise capital by selling our Common Shares and may impair our ability to enter into strategic partnerships or acquire companies or products by using our Common Shares as consideration.

We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our Common Shares is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

These and other factors may cause the market price and demand for our Common Shares to fluctuate substantially, which may limit or prevent investors from readily selling their Common Shares and may otherwise negatively affect the liquidity of our Common Shares. If the market price of our Common Shares after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Warrants are speculative in nature.

The Warrants offered in this offering do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Shares and pay an exercise price of USD$● per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. In addition, there is no established trading market for the Warrants and we do not expect a market to develop.

Holders of the Warrants will have no rights as a common shareholder until they acquire our Common Shares.

Until holders of the Warrants acquire Common Shares upon exercise of the Warrants, the holders will have no rights with respect to the Common Shares issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a common shareholder as to the security exercised only as to matters for which the record date occurs after the exercise.

There is no established market for the Warrants to purchase our Common Shares being offered in this offering.

There is no established trading market for the Warrants and we do not expect a market to develop. Although we have applied to list the Warrants on the Nasdaq Capital Market there can be no assurance that there will be an active trading market for the Warrants. Without an active trading market, the liquidity of the Warrants will be limited.

Provisions of the Warrants offered by this prospectus could discourage an acquisition of us by a third party.

In addition to the discussion of the provisions of our governing organizational documents, certain provisions of the Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

Our Reverse Stock Split may decrease the liquidity of our Common Shares.

The liquidity of our Common Shares may be affected adversely by the Reverse Stock Split given the reduced number of Common Shares that will be outstanding following the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our Common Shares, creating the potential for such stockholders to experience an increase in the cost of selling their Common Shares and greater difficulty effecting such sales.

Following the Reverse Stock Split, the resulting market price of our Common Shares may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Shares may not improve.

Although we believe that a higher market price of our Common Shares may help generate greater or broader investor interest, there can be no assurance that the Reverse Stock Split will result in a Common Share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Shares will satisfy the investing requirements of those investors.

We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, in addition to the revenues we generate from our business and the proceeds from this offering, we may need to engage in additional equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Common Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results and financial condition.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain Common Share issuances. We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to list our Common Shares and Warrants for listing on the Nasdaq Capital Market upon consummation of this offering. However, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including:

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

After the closing of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the U.S. Commencing with our fiscal year ending December 31, 2022, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts. Prior to this offering, we have never been required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Common Shares could decline, and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, or the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We will incur significant increased costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time to new compliance initiatives.

As a public company in the United States, we will incur significant legal, accounting and other expenses that we did not incur previously. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive-compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of this offering. We intend to take advantage of this new legislation, but cannot assure you that we will not be required to implement these requirements sooner than planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our consolidated net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Our executive officers and directors, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Upon consummation of this offering (based on shares outstanding as of ●, 2022), our executive officers and directors, together with entities affiliated with such individuals, will beneficially own approximately ●% of our Common Shares (approximately ●% if the underwriters’ over-allotment option is exercised in full). Accordingly, these stockholders may, as a practical matter, continue to be able to control the election of a majority of our directors and the determination of all corporate actions after this offering. This concentration of ownership could delay or prevent a change in control of the Company.

New investors in our securities will experience immediate and substantial dilution after this offering.

The initial public offering price of our Units will be substantially higher than the pro forma net tangible book value per share of the outstanding Common Shares immediately after this offering. Based on an initial public offering price of USD$● per unit and our net tangible book value as of December 31, 2021, if you purchase our Common Shares in this offering you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately USD$● per share in pro forma net tangible book value. As a result of this dilution, investors purchasing Common Shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

Immediately prior to the consummation of this offering, we expect to have approximately ● outstanding stock options to purchase our Common Shares with exercise prices that are below the initial public offering price of our Common Shares. To the extent that these options are exercised, there will be further dilution.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Common Shares could decline.

If our existing stockholders sell substantial amounts of our Common Shares in the public market following this offering and the expiration of the lock-up agreements, the market price of our Common Shares could decrease significantly. The perception in the public market that our existing stockholders might sell Common Shares could also depress our market price. Upon completion of this offering, we will have outstanding ● Common Shares, (taking into account the Reverse Stock Split,) assuming no exercise by the underwriters of their option to purchase additional shares, and options to purchase of our Common Shares, based on our shares and options to be outstanding as of immediately prior to the consummation of this offering. Our directors, executive officers and other holders of our Common Shares will be subject to the lock-up agreements described in “Underwriting” and the Rule 144 holding period requirements described in “Shares Eligible for Future Sale.” After all of these lock-up periods have expired and the holding periods have elapsed, up to ● additional shares (post-Reverse Stock Split) will be eligible for sale in the public market.

In addition, certain holders of Common Shares will have the right, subject to certain exceptions and conditions, to require us to register their Common Shares under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding Common Shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. A decline in the price of shares of our Common Shares might impede our ability to raise capital through the issuance of additional shares of our Common Shares or other equity securities.

Since we do not expect to pay any cash dividends for the foreseeable future, investors in this offering may be forced to sell their stock in order to obtain a return on their investment.

We do not anticipate declaring or paying in the foreseeable future any cash dividends on our capital stock. Instead, we plan to retain any earnings to finance our operations and growth plans discussed elsewhere or incorporated by reference in this prospectus. Accordingly, investors must rely on sales of their Common Shares after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Common Shares.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Stock Market. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use the net proceeds from this offering to expand marketing and brand enhancement related to our products, to fund our ongoing research and development activities, for personnel development and training and for resource management software development.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costs of our research and development activities, as well as the amount of cash used in our operations. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our securities would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavourable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our securities could decrease, which might cause our stock price and trading volume to decline.

If we are classified as a “passive foreign investment company” for U.S. federal income tax purposes for any taxable year, U.S. Holders of Common Shares could be subject to adverse U.S. federal income tax consequences.

If we are classified as a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the U.S. Internal Revenue Code, as amended, for any taxable year during which a U.S. Holder held Common Shares, certain adverse U.S. federal income tax consequences may apply to the U.S. Holder. Our possible status as a PFIC must be determined annually and therefore may be subject to change. Generally, for any taxable year in which 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets (which may be determined in part by the market value of our Common Shares, which is subject to change) are held for the production of, or produce, passive income, we would be characterized as a PFIC for U.S. federal income tax purposes.

Although the tests for determining PFIC status are applied as of the end of each taxable year and are dependent upon a number of factors, some of which are beyond our control, including the value of our assets (including goodwill), the market price of our Common Shares, and the amount and type of our gross income we do not believe that we were a PFIC for the taxable year ended December 31, 2021. Our status as a PFIC is a fact-intensive determination made on an annual basis, and we cannot provide any assurance regarding our PFIC status for the taxable year ending December 31, 2022 or for subsequent taxable years. U.S. Holders who own our Common Shares for any period during which we are a PFIC will be required to file IRS Form 8621 for each tax year during which they hold our Common Shares. No opinion of legal counsel or ruling from the IRS concerning our status as a PFIC has been obtained or is currently planned to be requested. The determination of our PFIC status is made annually after the close of each taxable year and it is difficult to predict before such determination whether we will be a PFIC for any given taxable year. Even if we determine that we are not a PFIC after the close of a taxable year, there can be no assurance that the IRS will agree with our conclusion. No assurance can be provided regarding our PFIC status, and neither we nor our United States counsel expresses any opinion with respect to our PFIC status.

If we are a PFIC for any year during a non-corporate U.S. shareholder’s holding period of our Common Shares, then such non-corporate U.S. shareholder generally will be required to treat any gain realized upon a disposition of our Common Shares, or any so-called “excess distribution” received on our Common Shares, as ordinary income, rather than as capital gain, and the preferential tax rate applicable to dividends received on our Common Shares would not be available. Interest charges would also be added to the taxes on gains and distributions realized by all U.S. holders. A more detailed discussion of these adverse tax consequences is set forth below under “Taxation—Certain Material U.S. Federal Income Tax Considerations–PFIC Status of Our Company.”

A U.S. shareholder may avoid these adverse tax consequences by making a timely and effective “qualified electing fund” election (“QEF election”). A U.S. shareholder who makes a QEF election generally must report, on a current basis, its share of our ordinary earnings and net capital gains, whether or not we distribute any amounts to our shareholders. The QEF election is available only if our company is characterized as a PFIC and provides a U.S. shareholder with certain information regarding the Company’s earnings and capital gains as required under applicable U.S. Treasury regulations. In the event we become a PFIC, we intend to provide all information and documentation that a U.S. shareholder making a QEF election is required to obtain for U.S. federal income tax purposes (e.g., the U.S. shareholder’s pro rata share of ordinary income and net capital gain, and a “PFIC Annual Information Statement” as described in applicable U.S. Treasury regulations).

A U.S. shareholder may also mitigate the adverse tax consequences by timely making a mark-to-market election. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the increase in the fair market value of the Common Shares and deduct from gross income the decrease in the value of such shares during each of its taxable years. A mark-to-market election may be made and maintained only if our Common Shares are regularly traded on a qualified exchange, as defined in the Code and regulations. Whether our Common Shares are regularly traded on a qualified exchange is an annual determination based on facts that, in part, are beyond our control. Accordingly, a U.S. shareholder might not be eligible to make a mark-to-market election to mitigate the adverse tax consequences if we are characterized as a PFIC.

Certain economic risks are inherent in making either a QEF election or a mark-to-market election. If a QEF election is made, it is possible that earned income will be reported to a U.S. Holder as taxable income and income taxes will be due and payable on such an amount. A U.S. Holder of our Common Shares may pay tax on such “phantom” income, i.e., where income is reported to it pursuant to the QEF Election, but no cash is distributed with respect to such income. There is no assurance that any distribution or profitable sale will ever be made regarding our Common Shares, so the tax liability may result in a net economic loss. A mark-to-market election may result in significant share price gains in one year causing a significant income tax liability. This gain may be offset in another year by significant losses. If a mark-to-market election is made, this highly variable tax gain or loss may result in substantial and unpredictable changes in taxable income. The amount included in income under a mark-to-market election may be substantially greater than the amount included under a QEF election. Both the QEF and mark-to-market elections are binding on the U.S. Holder for all subsequent years that the U.S. Holder owns our shares unless permission to revoke the election is granted by the IRS.

If we are a PFIC at any time when a U.S. Holder holds our Common Shares, we will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder holds our Common Shares even if we cease to meet the PFIC gross income test or asset test in a subsequent year. However, if we cease to meet these tests, a U.S. Holder can avoid the continuing impact of the PFIC rules by making a special election (a “Purging Election”) to recognize gain by making a “deemed sale” election with respect to all of the U.S. Holder’s Common Shares and have such Common Shares deemed to be sold at their fair market value on the last day of the last taxable year during which we were a PFIC.

Each U.S. shareholder should consult their own tax advisors with respect to the possibility of making these elections and the U.S. federal income tax consequences of the acquisition, ownership and disposition of our Common Shares. This paragraph is qualified in its entirety by the discussion in the section of this prospectus entitled “Certain Material United States Federal Income Tax Considerations.” In addition, our PFIC status may deter certain U.S. investors from purchasing our Common Shares, which could have an adverse impact on the market price of our Common Shares and our ability to raise additional financing by selling equity interests, including our Common Shares.

RULES RELATING TO A PFIC ARE VERY COMPLEX. YOU SHOULD CONSULT YOUR TAX ADVISER CONCERNING THE RELATIVE MERITS AND THE ECONOMIC AND TAX IMPACT OF THE PFIC RULES TO YOUR INVESTMENT IN OUR COMMON SHARES AS A NON-ELECTING U.S. HOLDER, A U.S. HOLDER MAKING A QEF ELECTION, A U.S. HOLDER MAKING A MARK-TO-MARKET ELECTION, OR A U.S. HOLDER MAKING ANY AVAILABLE PURGING ELECTION.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains data related to the software industry in the United States. These industry data include projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The software industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Common Shares. In addition, the rapidly changing nature of the software industry subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of British Columbia. Some of our directors and officers, and some of the experts named in this prospectus, are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States. There can be no assurance that U.S. investors will be able to enforce against us, members of our board of directors, officers or certain experts named herein who are residents of Canada and other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

EXCHANGE CONTROLS

We are not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the Common Shares. There are no limitations under the laws of Canada or by the charter or our other constituent documents, except the Investment Canada Act which may require review and approval by the Minister of Industry (Canada) of certain acquisition of control of us by non-Canadians. The threshold for acquisitions of control is generally defined as being one-third or more of our voting shares. If the investment is potentially injurious to national security, it may be subject to review under the Investment Canada Act notwithstanding the percentage interest acquired or amount of the investment. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust, or joint venture that is ultimately controlled by non-Canadian.

USE OF PROCEEDS

Based upon an initial public offering price of USD$●.00 per Unit, we estimate that we will receive net proceeds from this offering, after deducting the underwriting discounts and the estimated offering expenses payable by us, of approximately USD$● assuming the Underwriter does not exercise its over-allotment option.

We plan to use the net proceeds we receive from this offering and any proceeds from the exercise of Warrants for general corporate purposes including: working capital (10%), growth strategies (10%), research and development (20%) and sales and marketing (60%).

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have never declared or paid any dividends on our Common Shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

CAPITALIZATION

The table below sets forth our capitalization as of June 30, 2022 on an actual basis and on an adjusted basis after giving effect to the Offering.

DILUTION

If you invest in our Units in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of Common Shares that is part of the Unit and the as adjusted net tangible book value per Common Share immediately after this offering.

Our historical net tangible book value as of June 30, 2022 was USD$●, or USD$● per Common Share, post- Reverse Stock Split for the purposes of this prospectus. Our historical net tangible book value is the amount of our total tangible assets (Total assets less Intangible Assets and Goodwill) less our liabilities. Historical net tangible book value per Common Share is our historical net tangible book value divided by the number of outstanding Common Shares as of June 30, 2022.

The pro forma net tangible book value of our Common Shares as of June 30, 2022 was USD$● per Common Share. Pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of outstanding Common Shares, after giving effect to the pro forma adjustments referenced under “Capitalization” and taking into account the Reverse Stock Split.

After giving effect to the sale of the Units that we are offering (attributing no value to the Warrants) at an assumed public offering price of USD$● per Unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value on a pro forma as adjusted basis as of June 30, 2022 would have been USD$● per Common Share). This amount represents an immediate increase in net tangible book value of USD$● per Common Share to our existing shareholders and an immediate dilution of USD$● per Common Share to new investors purchasing Common Shares in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a Common Share.

The following table illustrates this dilution:

A USD$1.00 increase (decrease) in the assumed public offering price of USD$ ● per Unit, would increase the as adjusted net tangible book value per share by USD$●, and increase dilution to new investors by USD$● per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The foregoing discussion and table do not take into account further dilution to new investors that could occur upon the exercise of outstanding warrants having a per share exercise or conversion price less than the per share offering price to the public in this offering.

If the underwriters exercise in full their option to purchase additional Common Shares in this offering, the as adjusted net tangible book value after the offering would be USD$● per share, the increase in net tangible book value to existing shareholders would be USD$● per share, and the dilution to new investors would be USD$● per share, in each case assuming a public offering price of USD$● per share.

The number of shares of our Common Shares to be outstanding after this offering is based on 116,556,773 (● shares following the Reverse Split) of our Common Shares outstanding, as of ●, 2022 and excludes:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus

CORPORATE Overview

Sekur Private Data Ltd. (the “Company,” “Sekur,” “we,” “us,” or “our”) (formerly GlobeX Data Ltd.) (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on March 1, 2017 and completed its initial public offering (“IPO”) during the year ended December 31, 2019. The Company’s Common Shares and tradeable warrants were listed on the Canadian Securities Exchange effective July 22, 2019 under the symbols “SWIS” and “SWIS.WT”, respectively. On November 5, 2019, the Company’s Common Shares began trading on the OTCQB Venture Market with the trading symbol SWISF. On April 14, 2022, the Company changed its name to Sekur Private Data Ltd. and the Company’s Common Shares and tradable warrants were listed on the Canadian Securities Exchange under the new symbols “SKUR” and “SKUR.WT”, respectively. The Company began trading on the OTCQX as of April 29, 2022 under the trading symbol SWISF.

Sekur Private Data Ltd. is a Cybersecurity and Internet Privacy provider of Swiss hosted solutions for secure communications and secure data management. The Company distributes a suite of encrypted e-mails, secure messaging and secure communications and a suite of cloud-based storage, disaster recovery and document management, tools. Sekur Private Data Ltd. sells its solutions through its websites sekur.com and sekursuite.com, and through its approved distributors, and telecommunications companies worldwide. Sekur Private Data Ltd. serves consumers, businesses and governments worldwide.

The Company is the exclusive worldwide distributor and license holder of a full suite of encrypted emails and secure communication, secure cloud-based storage and document management, solutions, primarily Sekur, SekurMail, SekurMessenger, SekurSuite (collectively, the “Products”). The Company primarily sells its Products directly to individual customers and businesses through its websites sekur.com and sekursuite.com, and through its approved distributors, and telecommunications companies worldwide. The Company serves consumers, businesses and governments worldwide. The Products, all of which are currently in use by customers, were developed by GlobeX Data S.A., a privately held Swiss based privacy, cyber security and secure communications company (previously defined as “GDSA”) and licensed to the Company in perpetuity.

On May 7, 2017, the Company entered into a licensing agreement (previously defined as the “Global License Agreement”) with GDSA to market/distribute the Products globally except in Switzerland, Liechtenstein, The Principality of Monte Carlo, The Vatican City State, The Grand-Duchy of Luxembourg, the U.S. and Canada. On March 29, 2018, the Company acquired 100% of the issued and outstanding securities of GlobeX US via a securities purchase agreement whereby the shareholder of the Company received 25,000,000 Common Shares as consideration. GlobeX US has an exclusive license with GDSA to market/distribute the products in the U.S. and Canada.

On July 21, 2022, the Company entered into an Addendum (the “Addendum”)to the Global License Agreement with GDSA. This Addendum allows the Company to market/distribute the Products globally, including Switzerland, Lichtenstein, The Principality of Monte Carlo, The Vatican City State, The Grand-Duchy of Luxembourg. The Company is permitted to market the Products in Switzerland only through online sales, and is not permitted to enter into a physical Reseller relationship in Switzerland. All other countries globally are now open to market by the Company.

Since 2017, the Company, through GlobeX US, primarily marketed the Products to end users in North America directly to end users and through some channel partners (“Channel Partners”).

License Agreement with GlobeX Data S.A.

On May 7, 2017, the Company entered into a licensing agreement (the “Global License Agreement”) with GDSA to market/distribute the Products globally except in the U.S. and Canada. The term of the license is in perpetuity. However, GDSA has the right to terminate the Global License Agreement if the Company is in material breach of the Agreement so long as GDSA provides written notice. Material breaches would include failure to make payments to GDSA or bankruptcy of the Company.

In accordance with the terms of the Global License Agreement, the Company is required to pay a 10% gross revenue royalty to GDSA. Such royalties are to be paid within 90 days of receipt of funds.

In addition, the Company is responsible for the maintenance costs of the Products and shall indemnify GDSA for all costs associated with platform maintenance, partner integrations, server maintenance and any cost related to requests from partners for modifying or customizing the Products to meet the needs of the Company’s various selling partners and clients.

About GlobeX Data S.A.

GDSA was originally founded in 2007 by the Company’s Chief Executive Officer and President, Alain Mehdi Ghiai-Chamlou. GDSA has been developing and refining the Products since 2009. GDSA continues to refine and develop new features for the Products. Since 2012 it has been mostly involved in integrating its services through channel partners including the channel partners of GlobeX US. GDSA is a related party to the Company as Mr. Ghiai-Chamlou owns 60.15% of GDSA.

Acquisition of GlobeX Data Inc.

On March 29, 2018, the Company acquired 100% of the issued and outstanding securities of GlobeX US via a securities purchase agreement whereby a shareholder of the Company, who is also a director and an officer of the Company, received 25,000,000 Common Shares as consideration. In April 2017, GlobeX US signed the USA License Agreement with GDSA to act as the master reseller of GDSA’s products in the USA and Canada. In accordance with the terms of the USA License Agreement, GlobeX US is required to pay a 10% gross revenue royalty to GDSA. Such royalties are to be paid within 90 days of receipt of funds. The USA License Agreement replaced an original Software License Agreement dated September 20, 2012, between GlobeX US and GDSA that only permitted sales in the USA.

In addition, GlobeX US is responsible for the continuing maintenance of the Products and shall indemnify GDSA for all costs associated with platform maintenance, partner integrations, server maintenance and any cost related to requests from partners for modifying or customizing the Products to meet the needs of the Company’s various selling partners and clients.

In 2014, GlobeX US entered into a Reselling Agreement with Concrete Capital Privacy LLC, a Delaware company developing and distributing privacy services and identity theft services under the brand of GuardStreet. Under this agreement, GuardStreet embeds and resells SekurSuite to all its customers and, in exchange, GlobeX US receives a fixed fee per user on a monthly basis. This service is primarily sold wholesale by GuardStreet to large organizations such as travel companies, mass market service companies and insurance companies. In that same year, GlobeX US and GDSA collaborated on a brand awareness marketing program whereby GlobeX US hired a PR firm to introduce the Products in the USA and Canada mass market.

The Company’s head office and principal address is located at First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, Canada, M5X 1C9 and the registered and records office is located at 595 Howe Street, Suite 704, Vancouver, BC, Canada, V6C 2T5.

Results of Operations

Year ended December 31, 2021

The following table sets forth in Canadian dollars a summary of the consolidated results of operations of the Company for the periods indicated, both in absolute amount and as a percentage of its total revenues.

Notes:

(1) Basic and diluted loss per share in 2021 is CAD$0.11 per share (CAD$● loss per share following the Reverse Split based on ● shares) and CAD$0.02 in 2020 (CAD$● after taking into account the reverse split based on ● shares) and in 2019 basic and diluted loss per share of CAD$0.02 pre-reverse split based upon a weighted average Common Shares outstanding of ● (basic and diluted loss per share of CAD$● after taking into account the reverse split based upon weighted average shares outstanding of ●).

(2) Includes current and long-term debts and future purchase consideration

Six Month Period ended June 30, 2022 in Canadian dollars $

Notes:

(1) Basic and diluted loss per share in 2022 is CAD$0.03 per share (CAD$● loss per share following the Reverse Split based on ● shares) and CAD$0.03 in 2020 (CAD$● after taking into account the reverse split based on ● shares) based upon a weighted average Common Shares outstanding of ● (basic and diluted loss per share of CAD$● after taking into account the reverse split based upon weighted average shares outstanding of ●).

(2) Includes current and long-term debts and future purchase consideration.

SIGNIFICANT HIGHLIGHTS

Year ended December 31, 2021 in Canadian dollars $

During the period reflected, the Company achieved various milestones such as:

In January 2021, the Company closed a private placement consisting of 9,150,000 units at a price of CAD$0.12 per unit for proceeds of CAD$1,098,000. Each unit consists of one Common Share and one share purchase warrant. Each warrant entitles the holder to purchase an additional share at a price of CAD$0.15 per share for two years.

The Company also granted 3,500,000 stock options to an officer and director of the Company at an exercise price of CAD$0.25 expiring January 20, 2026.

In February 2021, the Company signed its first distribution agreement for its Sekur secure communications solution, in the Commonwealth of Australia, as part of a broader strategy to expand in Australia and New Zealand.

In March 2021, the Company closed a private placement consisting of 4,076,400 units at a price of CAD$0.30 per unit for proceeds of CAD$1,222,920. Each unit consists of one Common Share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of CAD$0.50 per share for two years. Cash finder’s fees were paid of CAD$60,000.

In May 2021, the Company signed a Distribution Agreement for a distribution deal in Sri Lanka with Dialog Broadband Networks (Private) Limited, part of Sri Lanka based Dialog Axiata PLC, itself part of Malaysia based telecom giant Axiata Group Berhad.

In May 2021, the Company closed a private placement consisting of 7,256,927 units at a price of CAD$0.30 per unit for proceeds of CAD$2,177,078. Each unit consists of one Common Share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of CAD$0.50 per share for two years. Cash finder’s fees were paid of CAD$122,000.

In July 2021, the Company granted 6,320,000 stock options exercisable at a price of CAD$0.50 for ten years to directors, officers and consultants of the Company.

In July 2021, the Company started the launch of its Sekur encrypted email and messaging solution to the USA consumer market.

In September 2021, the Company closed a private placement consisting of 19,261,470 units at a price of CAD$0.33 per unit for proceeds of CAD$6,356,285. Each unit consists of one Common Share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of CAD$0.60 per share for two years. Cash finder’s fees were paid of CAD$328,314.

In November 2021, the Company closed a private placement consisting of 5,355,510 units at a price of CAD$0.40 per unit for proceeds of CAD$2,142,204. Each unit consists of one Common Share and one-half of a share purchase warrant. Each full warrant entitles the holder to purchase an additional share at a price of CAD$0.80 per share for two years. Cash finder’s fees were paid of CAD$20,000.

In December 2021, the Company granted 4,180,000 stock options exercisable at a price of CAD$0.80 for ten years to directors, officers and consultants of the Company.

Six Month Period ended June 30, 2022 in Canadian dollars $

The following highlights and developments for the period ended June 30, 2022 and to the date of this MD&A:

In April 2022, the Company closed a private placement consisting of 2,321,585 units at a price of CAD$0.35 per unit for proceeds of CAD$812,555. Each unit consists of one Common Share and one share purchase warrant.

Each warrant entitles the holder to purchase an additional share at a price of CAD$0.70 per share for two years.

In April 2022, the Company changed its name to Sekur Private Data Ltd.

In April 2022, the Company began trading on the OTCQX under the trading symbol SWISF.

In May 2022, the Company issued 150,000 Common Shares at a fair value of CAD$56,250 for marketing services.

During the period ended June 30, 2022, the Company received proceeds of CAD$73,550 from the exercise of 384,000 warrants.

Subsequent to the period ended June 30, 2022, the Company received proceeds of CAD$47,000 from the exercise of 313,334 warrants.

Critical Accounting Policies, Judgments and Estimates

Statement of compliance

The accompanying consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of consolidation and presentation

The accompanying consolidated financial statements of the Company have been prepared on the 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 consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.

The accompanying 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. The consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

The accompanying consolidated financial statements of the Company are presented in Canadian dollars, which is the functional currency of the Company.

Foreign currency translation

Items included in the Company’s accompanying financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”) and has been determined for each entity within the Company. The functional currency of Sekur Private Data Ltd. is the Canadian dollar and its wholly owned subsidiary Globex Data Inc. uses the United States dollar as its functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IASB.

The Effects of Changes in Foreign Exchange Rates.

Assets and liabilities of entities with a functional currency other than the Canadian dollar are translated into Canadian dollars at period end exchange rates. Income and expenses, and cash flows are translated into Canadian dollars using the average exchange rate. Exchange differences resulting from the translation of United States operations are recognized in other comprehensive income (loss) and accumulated in equity.

Transactions in currencies other than the entity’s functional currency are translated at the exchange rates in effect on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect as at the statement of financial position date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities. Foreign currency differences arising on translation are recognized in the statement of loss and comprehensive loss.

Use of estimates and judgements

The preparation of the Company’s accompanying consolidated financial statements in conformity with IFRS 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. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but not limited to the following:

New accounting pronouncements

The Company did not adopt any new accounting standards during the year ended December 31, 2021 or the six month period ended June 30, 2022.

RESULTS OF OPERATIONS

Years Ended December 31, 2021 and 2020

The following table sets forth a summary of its results of operations for the periods indicated in Canadian dollars, both in absolute amount and as a percentage of its total revenues.

The following is an analysis of the Company’s operating results in Canadian dollars for the year ended December 31, 2021 and includes a comparison against the year ended December 31, 2020.

Revenues in Canadian dollars $

The Company reported revenues of CAD$144,881 during the year ended December 31, 2021 compared to revenues of CAD$26,756 during the year ended December 31, 2020. The variance is due to increase of new customers in the current year as compared to the previous year. The Company does not have any cost of sales associated with its revenues as their sales are from direct website purchases or the sales are provided net of any agreements with channel partners as the customers purchase the services from the channel partner.

Expenses in Canadian dollars $

The net loss for the year ended December 31, 2021 was CAD$9,412,484 as compared to a net loss of CAD$1,319,495 for the year ended December 31, 2020. Significant variances include:

Marketing for the year ended December 31, 2021 was CAD$3,796,378 compared to CAD$153,333 for the year ended December 31, 2020. The increase in marketing fees is primarily due to the launch of the Company’s Sekur encrypted email and messaging solution to mass market consumers in the USA. The launch officially started in July 2021.

Software maintenance for the year ended December 31, 2021 was CAD$794,149 compared to CAD$409,714 for the year ended December 31, 2020. Software maintenance relates to invoiced amounts from GDSA and third parties for software maintenance, new Products, and integration costs and varies period to period. As the Company engages significant distribution partners, GDSA has agreed to implement all improvements to existing products and integrate the products into the distribution partners software ecosystem. As a result, the Company must cover the IT costs related to the integrations or improvements of products.

Amortization and Depreciation in Canadian dollars $

Amortization and depreciation costs for the year ended December 31, 2021 was CAD$6,198 compared to CAD$Nil for the same period in the previous year.

General and Administrative Costs in Canadian dollars $

General and administrative costs for the year ended December 31, 2021 were CAD$9,524,672 compared to CAD$1,354,033 for the same period in the previous year. This increase primarily relates to significant increases in marketing and share-based payments. In addition, the Company showed increases in accounting and audit, consulting, legal, licensee fees, office administration, software maintenance and transfer agent and filing fees. The Company also recorded depreciation of CAD$6,198 in fiscal 2021 and did not record any depreciation in 2020. The increase in general and administrative expenses were offset in part by decreases in rent and virtual office and travel expenses.

Share-based Payments in Canadian dollars $

Share-based payments for the year ended December 31, 2021 was CAD$4,555,966 compared to CAD$461,803 for the year ended December 31, 2020. During the current year the Company granted 14,000,000 (2020 – 5,160,000) stock options calculated using the Black-Scholes option pricing model.

Interest Income in Canadian dollars $

Interest income for the year ended December 31, 2021, was CAD$7,046 compared to CAD$5,660 for the same period in the previous year for a positive variance of CAD$1,386. This positive variance resulted from an increase in short-term interest income during the current year with its financial institution.

Foreign Exchange Loss in Canadian dollars $

Foreign exchange loss (income) for the year ended December 31, 2021 of CAD$(39,739) compared to foreign exchange loss of CAD$2,122 for the same period in the previous year for a negative variance of (CAD$41,861). This variance resulted from foreign currency fluctuations in the period.

Net income (loss) for the period in Canadian dollars $

The Company experienced a net loss for the year ended December 31, 2021 of CAD$9,412,484 as compared to net loss of CAD$1,319,495 for the previous fiscal year representing an increase by CAD$8,092,989. This increase is due to significant increases in general and administrative expenses. The increase was offset by an increase in revenues and a gain recorded in other items of CAD$32,693 as compared to a loss of CAD$7,782 from the prior year.

Six Month Periods ended June 30, 2022 and 2021

The following table sets forth a summary of its results of operations for the periods indicated in Canadian dollars, both in absolute amount and as a percentage of its total revenues.

The following is an analysis of the Company’s operating results in Canadian dollars for the period ended June 30, 2022 and includes a comparison against the period ended June 30, 2021.

Revenues in Canadian dollars $

The Company reported revenues of CAD$201,400 during the period ended June 30, 2022 compared to revenues of CAD$18,841 during the period ended June 30, 2021. The variance is due to increase of new customers in the current period as compared to the same period of the previous year. The Company does not have any cost of sales associated with its revenues as their sales are from direct website purchases or the sales are provided net of any agreements with channel partners as the customers purchase the services from the channel partner.

Expenses in Canadian dollars $

The net loss for the period ended June 30, 2022 was CAD$3,936,056 as compared to a net loss of CAD$2,263,626 for the period ended June 30, 2021. Significant variances include:

Marketing for the period ended June 30, 2022 was CAD$3,246,206 compared to CAD$954,268 for the period ended June 30, 2021. The increase in marketing fees is primarily due to the launch of the Company’s Sekur encrypted email and messaging solution to mass market consumers in the USA. The launch officially started in July 2021.

Software maintenance for the period ended June 30, 2022 was CAD$575,945 compared to CAD$440,657 for the period ended June 30, 2021 . Software maintenance relates to invoiced amounts from GDSA and third parties for software maintenance and integration costs and varies period to period. As the Company engages significant distribution partners, GDSA has agreed to integrate the products into the distribution partners software ecosystem. As a result, the Company must cover the IT costs related to the integrations. The Company does not have a formal research and development policy. Feature additions and software updates are completed by GDSA at the Company’s request.

Amortization and Depreciation in Canadian dollars $

Amortization and depreciation costs for the period ended June 30, 2022 was CAD$48,266 compared to CAD$Nil for the same period in the previous period.

General and Administrative Costs in Canadian dollars $

General and administrative costs for the period ended June 30, 2022 were CAD$4,127,781 compared to CAD$2,264,079 for the same period in the previous period. This increase primarily relates to a significant increase in marketing. In addition, the Company showed increases in accounting and audit, consulting, licensee fees, office administration, and transfer agent and filing fees. The Company also recorded depreciation of CAD$48,266 and travel of CAD$37,624 in the current period and did not record any depreciation or travel in the previous period. The increase in general and administrative expenses were offset in part by the fact that no share based payments were recorded in current period and by decreases in consulting fees, legal, rent and virtual office, and software maintenance expenses.

Share-based Payments in Canadian dollars $

Share-based payments for the period ended June 30, 2022 was CAD$Nil compared to CAD$663,493 for the period ended June 30, 2021. During the current period the Company granted no stock options. During the previous period the Company granted 3,500,000 stock options calculated using the Black-Scholes option pricing model.

Interest Income in Canadian dollars $

Interest income for the period ended June 30, 2022, was CAD$11,722 compared to CAD$387 for the same period in the previous period for a positive variance of CAD$11,335. This positive variance resulted from an increase in short-term interest income during the current year with its financial institution.

Foreign Exchange Loss in Canadian dollars $

Foreign exchange loss for the period ended June 30, 2022 of CAD$21,397 compared to foreign exchange loss of CAD$18,775 for the same period in the previous period for a negative variance of CAD$2,622. This variance resulted from foreign currency fluctuations in the period.

Net income (loss) for the period in Canadian dollars $

The Company experienced a net loss for the period ended June 30, 2022 of CAD$3,936,056 as compared to net loss of CAD$2,263,626 for the same period in the previous period representing an increase by CAD$1,672,430. This increase is due to significant increases in general and administrative expenses. The increase was offset in part by an increase in revenues.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s future capital requirements will depend upon many factors including, without limitation, the success of its marketing and distribution channels. The Company has limited capital resources and has to rely upon the sale of equity securities for cash required for marketing the products, paying for software maintenance and development, and to fund the administration of the Company. Since the Company does not expect to generate any substantial revenues from operations in the immediate future, it must continue to rely upon the sales of its equity and debt securities to raise capital, which would result in further dilution to the shareholders. There is no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any particular time or for any period and that such financing can be obtained on terms satisfactory to the Company or at all. See “Risk Factors”. The Company believes that it has sufficient cash resources to meet is its plans and requirements in the next twelve months and upon completion of the Offering the Company expects to have sufficient cash resources to meet its plans and requirements beyond twelve months.

As at December 31, 2021 the Company had a cash balance of CAD$8,812,477 compared to CAD$494,927 in December 31, 2020. As at December 31, 2021, the Company had an accumulated deficit of CAD$13,485,551 compared to CAD$4,073,067 as of December 31, 2020, and working capital of CAD$9,505,862 compared to CAD$554,456 as of December 31, 2020.

As at June 30, 2022 the Company had a cash balance of CAD$6,386,716 compared to CAD$8,812,477in December 31, 2021. As at June 30, 2022, the Company had an accumulated deficit of CAD$17,421,607 compared to CAD$13,485,551 as of December 31, 2021, and working capital of CAD$6,600,177 compared to CAD$9,505,862 as of December 31, 2021.

The following table sets forth a summary in Canadian dollars of its cash flows for the periods indicated:

Cash (used in) provided by operating activities in Canadian dollars $

Net cash flows used in operating activities for the year ended December 31, 2021 were (CAD$4,906,418) compared with cash used of (CAD$888,090) in the same period of the prior year. The increase in cash used in operating activities was primarily due to the increases in share-based payments, marketing, accounts payable and accrued liabilities and license fees payable. The Company also reports depreciation and shares issued for marketing services in 2021. The increase was offset in part by increases in prepaid expenses, receivables and the recording of foreign exchange gains.

Net cash flows used in operating activities for the period ended June 30, 2022 were (CAD$3,351,616) compared with cash used of (CAD$1,628,667) in the same period of the prior year. The increase in cash used in operating activities was primarily due to the increases in accounts payable and accrued liabilities. The increase was offset in part by decreases in receivables, prepaid expenses, licensee fees payable and the fact that the Company recorded share based payments during the period ended June 30, 2022 and did not record share based payments during the period ended June 30, 2021.

Cash (used in) provided by investing activities in Canadian dollars $

Net cash flows used in investing activities for the year ended December 31, 2021 was CAD$673,098 compared with CAD$Nil in the prior year. This increase relates primarily to costs incurred for acquiring additional servers.

Net cash flows used in investing activities for the period ended June 30, 2022 and 2021 was CAD$Nil.

Cash used in financing activities in Canadian dollars $

Net cash provided by financing activities for the year ended December 31, 2021 was CAD$13,884,824 compared to CAD$417,664 in December 31, 2020. This increase relates to the proceeds received from an increase in private placements financings and the exercises of stock options and warrants during the period. This increase was partially offset by an increase in share issue costs and the recording of share subscriptions in fiscal 2020.

Net cash provided by financing activities for the period ended June 30, 2022 was CAD$925,855 compared to CAD$5,387,953 for June 30, 2021 .. This decrease relates to the fact that the Company did not complete as many financings in the period ended June 30, 2022. During the period ended June 30, 2021, the Company received proceeds from private placements financings and the exercises of stock options and warrants during the period.

The Company’s future capital requirements will depend upon many factors including, without limitation, the success of its marketing and distribution channels. The Company has limited capital resources and has to rely upon the sale of equity securities for cash required for marketing the products, paying for software maintenance and development, and to fund the administration of the Company. Since the Company does not expect to generate any substantial revenues from operations in the immediate future, it must continue to rely upon the sales of its equity and debt securities to raise capital, which would result in further dilution to the shareholders. There is no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any particular time or for any period and that such financing can be obtained on terms satisfactory to the Company or at all.

Financial Instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

Financial instruments measured at fair value are classified into three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s receivables (excluding GST), accounts payable and accrued liabilities, due to related parties and licensee fees payable approximate their carrying value. The Company’s other financial instrument, being cash and cash equivalents, is measured at fair value using Level 1 inputs.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents held in bank and investment accounts. The Company has deposited the cash with its bank from which management believes the risk of loss is remote.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable and accrued liabilities are due within the current operating year. The Company has a sufficient cash balance to settle current liabilities.

Currency Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

A portion of the Company’s financial assets and liabilities are denominated in US dollars. The Company monitors this exposure, but has no hedge positions. The Company is exposed to currency risk on fluctuations related to cash, accounts payable and accrued liabilities and licensee fees payable that are denominated in US dollars. At December 31, 2021, a 10% change in the value to the USA dollar as compared to the Canadian dollar would not have a significant effect on net loss. At June 30, 2022, a 10% change in the value to the USA dollar as compared to the Canadian dollar would not have a significant effect on net loss.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

Contractual Obligations

During the year ended December 31, 2021, the Company entered into three production and broadcasting agreements with a media services company (“AMI”) in the United States to assist the Company in furthering its media awareness through television, production, media analysis and procurement as follows:

(a) May 10, 2021 – 14-month campaign: development of a biography format television show, production of 14 specialized Nasdaq interviews, tech reports and emerging growth articles, broadcast of the interviews via five media outlets, production and broadcast a minimum of 30 commercials per month and social media support. As compensation for performing these services, AMI will receive USD$15,000 per month and 500,000 Common Shares of the Company;

(b) June 1, 2021 – 14-month campaign: broadcast a minimum of two security segments per month via two media outlets. As compensation for performing these services, AMI will receive USD$5,000 per month and 500,000 Common Shares of the Company. The Company has the right to produce two additional segments, at USD$2,500 per segment, for a maximum of four segments per month; and

(c) October 25, 2021 – 18-month marketing campaign: as for the May 10, 2021 agreement. As compensation for performing these services, AMI will receive USD$30,000 per month and 300,000 Common Shares of the Company.

On December 23, 2021, an aggregate of 1,300,000 Common Shares of the Company were issued to AMI at a value of CAD$572,000 based on the Company’s share price of CAD$0.44 on that date. During the year ended December 31, 2021, CAD$268,714, of this amount is included in marketing expense and CAD$303,286 is included in prepaid expenses.

Future Financings

The Company may sell its Common Shares in order to fund its business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve sales of the equity securities or arrange for debt or other financing to fund its growth in case it is necessary, or if the Company is able to do so, there is no guarantee that existing shareholders will not be substantially diluted.

Total Revenues by Major Product Type in Canadian dollars $

The following table shows the Company’s revenue disaggregated by major product type:

Total Revenues by geographical location in Canadian dollars $

The following table shows the Company’s revenue disaggregated by geographical location:

BUSINESS

Sekur Private Data Ltd. is a Cybersecurity and Internet Privacy provider of Swiss hosted solutions for secure communications and secure data management. The Company distributes a suite of encrypted e-mails, secure messaging and secure communications and a suite of cloud-based storage, disaster recovery and document management tools. Sekur Private Data Ltd. sells its solutions through its websites sekur.com and sekursuite.com, and through its approved distributors, and telecommunications companies worldwide. Sekur Private Data Ltd. serves consumers, businesses and governments worldwide.

Products

The Products have been developed by GDSA since 2009 and have been in use since 2011. GDSA continues to improve existing products and has a technical roadmap for more products in the pipeline. The Company, through its Global License Agreement with GDSA, has exclusive rights to license all existing and future products developed by GDSA. Currently, the Company is primarily selling three products: SekurSuite, SekurMessenger and SekurEmail. The Products are provided on a Software as a Service (“SaaS”) subscription model as discussed in the Distribution Model section.

In order to maintain Swiss privacy in accordance with Swiss data privacy laws, all data and data traffic are hosted and transmitted in secure servers located in Switzerland owned and operated by GDSA. GDSA owns its servers and does not lease them from any third party, nor does GDSA use third party cloud service providers such as Amazon Web Services, Microsoft Azure or Google cloud platforms.

GDSA counts among its clients individuals and small organizations from Switzerland and other countries in various industries such as financial, legal, industrial and service industries. GlobeX US has been using GDSA’s platform of products as well since 2012 and is continuing to sell GDSA’s products under license. Present clients of GlobeX US include a reseller named GuardStreet. GuardStreet bundles SekurSuite with its identity theft solution, which it sells to large consumer-based companies. The majority of GlobeX US’s client base comes from direct sales to consumers and small businesses through its websites sekur.com and sekursuite.com.

Why Switzerland

Switzerland has a stable, prosperous and high-tech economy, enjoys great political and economic stability and isn’t prone to environmental risks, such as hurricanes, tsunamis, volcanos, earthquakes or floods. Switzerland also benefits from strict data protection laws such as the Swiss Federal Data Protection Act (“FADP”) and the Swiss Federal Data Protection Ordinance. The Swiss FADP is the data privacy law of Switzerland which regulates the processing of personal data from individuals inside Switzerland. While the FADP provides broad protections to personal data, on September 25, 2020, the Swiss federal Parliament enacted a revised version of the FADP, which is anticipated to become effective in 2022 or the beginning of 2023. The new version of the FADP is designed to align Swiss data protection law with the European General Data Protection Regulation 2016/679, commonly referred to as GDPR. The FADP provides an overall framework and deals with data protection using principles similar to those applied in other countries.

SekurSuite

SekurSuite is a full cloud-based product suite of data backup, file sharing, password management and communication tool designed for individual and business needs. Features include digital vault, multiple user management, access rights, collaborative functions, file-sharing, private label secure email hosted in Switzerland. Users can securely store and share any file type or password with anyone they wish, from business documents, bank and credit card account information, to PIN codes, personal records and Passwords. Simply login using any mobile device, tablet, laptop or desktop. Users can access SekurSuite through the web or download the SekurSuite iOS and Android applications. None of the data resides on the user’s device.

At SekurSuite, all the data, including the user authentication information, is transmitted over the Internet and stored on Swiss hosted servers in encrypted form. All connections to the servers, for all users, are protected with 2048-bit SSL encryption. This includes both inside and outside of the data center where servers are located. All data stored on disks and in the databases is double encrypted via a fast 256-bit AES method and with proprietary encryption methodologies from GDSA.

SekurSuite is a cloud based document management, file share, password manager and email all in one. Features may differ between the individual consumer subscription and the business user subscription. The Company may also separate components of SekurSuite for individual sale.

SekurMail is a Swiss hosted secure email platform for enterprises. SekurMail transforms a user’s corporate email into a Secure and Private eMail and Collaboration Platform. Users have the option to use their preferred email connectivity client software using industry standard IMAP and SMTP protocols. For instance, Outlook can be used as your mail software connected to the SekurMail servers seamlessly. Businesses can move their domain hosting to SekurMail’s Swiss hosted secure hosting environment as well.

Emails are basically insecure text files. Most email servers still communicate with each other over completely insecure channels. This means sensitive communications are openly readable by anyone capturing data on the Internet. SekurMail is an advanced and secure email message sending technology. Among its features, SecureSend allows users to control who reads messages and when. All data transmitted through SekurMail stays within secure servers in Switzerland.

For businesses, the SekurMail Secure eMail platform can replace traditional email installations with SekurMail’s domain hosting capabilities. Businesses can move their mail domain over to Swiss-hosted SekurMail and take advantage of SekurMail’s proprietary features, encryption and security technologies.

All data and traffic, including the user authentication information, is transmitted over the Internet and stored on Swiss hosted servers in encrypted form. All communications between SekurMail users are transmitted in Switzerland within the Swiss hosted secure servers. All connections to the servers, for all users, are protected with 2048 bit SSL encryption. This includes both inside and outside of the data center where servers are located. All data stored on disks and in the databases is double encrypted via a fast 256-bit AES method and with proprietary encryption methodologies from GDSA. SekurMail also uses DKIM Crypto Update - DomainKeys Identified Mail for anti-spoofing security and higher encryption key upgrade upgrading keys sizes from 512-2048 bits to 1024-4096 bits.

SekurMessenger

SekurMessenger is a Swiss secure communications application offering secure and private audio/video calling, chat, self deleting chat, file transfer and email via any mobile device, tablet or desktop. Users need to have a SekurMessenger account in order to communicate with other SekurMessenger users.

SekurMessenger users can either use the SekurMessenger web site as their full-featured communications tool or download the SekurMessenger iOS and Android applications. None of the data resides on the user’s device.

All data and traffic, including the user authentication information, is transmitted over the Internet and stored on Swiss hosted servers in encrypted form. All communications between SekurMessenger users are transmitted in Switzerland within the Swiss hosted secure servers. All connections to the servers, for all users, are protected with 2048bit SSL encryption. This includes both inside and outside of the data center where servers are located. All data stored on disks and in the databases is double encrypted via a fast 256-bit AES method and with proprietary encryption methodologies from GDSA.

Software Platform Maintenance and Integrations

Under the terms of the Global Licensing Agreement the Company is responsible for all costs associated with maintaining the software platform hosting the products and any costs associated with making changes to the products or any work performed in relations to integrations with other resellers and telecommunications operators. The Company is also responsible for any additional infrastructure, such as servers as it grows its customer base and needs more storage and processing power. In addition, under the terms of the Software License Agreement between GDSA and GlobeX US, GlobeX US is also responsible for all costs associated with maintaining the software platform hosting the products and any costs associated with making changes to the products or any work performed in relation to integrations with other resellers and telecommunications operators. GlobeX US is also responsible for any additional infrastructure, such as servers as it grows its customer base and needs more storage and processing power. As a result of these agreements, the Company and GlobeX US must pay GDSA for costs associated with the development and maintenance of the products. These costs are allocated on a pro-rata basis based on user activity.

Upon signing up with a Channel Partner, the Company instructs GDSA to code integrations into the Products to allow the Products to be connected to and compatible with the Channel Partner’s databases and product platforms. The Company must pay for all of the costs incurred by GDSA in connection with these integrations.

The Company has asked GDSA to perform several integrations. As per instructions from the Company, GDSA has implemented a major integration with TelCel, the mobile division of America Movil in Mexico, the third largest telecommunications operator by subscriber base. The Company anticipates that it will need to complete further integrations before the end of 2022 in order to increase sales in Latin America, the USA and Europe, as the Company signs on more distributors and telecom operators. All upgrades on all products made by GDSA are inclusive in the Global License Agreement signed with the Company.

The Company contracts GDSA and a staff of employees and contractors, managed by GDSA, in order to maintain, integrate and manage all its software. GDSA works with a team of 10 engineers in order to maintain the platforms in good condition, upgrade features and modify features to fit customers and resellers needs and to integrate its products to resellers billing and distribution platforms. Out of the 10 engineers, 5 are dedicated to maintaining and updating its products’ applications on iOS and Android systems, SekurSuite, SekurMail and SekurMessenger. These systems require constant maintenance and updating in order to meet industry standards set by iOS and Android. In addition, all systems are redundant in triple backup and have multiple power and location redundancy and failover features. As user base increases the Company will need more servers and more data center space to accommodate its user base.

Revenue Model

The Company’s revenue model is based on monthly recurring revenue per user (“MRR”). Each user pays a monthly fee to use the selected products also commonly referred to as services. In some cases, users pay a yearly fee and get a discount for paying the entire year in advance. This form of service is often referred to as Software As A Service, or SaaS.

Revenues are divided into several categories such as Direct to Consumer (“B2C”) and Business-to-Business (“B2B”). Each category charges a different price per service due to the volume of sales and the type of services sold. Some clients, such as government agencies, healthcare or financial institutions may require the Company to install servers in their local area in order to comply with country specific laws on data residency and data sovereignty. In this case, the Company ships its application servers to the client and installs and manages the services for that particular client. This service is called On-Premise. On-Premise service is usually more expensive as the Company needs to have a dedicated time to manage that particular location where the servers reside. Pricing to resellers and telecommunications operators depends on the type of product sold and the volume. The Company generally provides a discount to published pricing as seen on the websites of its products. The discount to published prices varies from 25% to a higher percentage and is kept in strict confidence as per NDAs signed between the Company and its reseller. The strategy is for the reseller to always be more competitive than the Company’s published prices.

The Company has mostly consumers and small businesses that purchase the services through the Company’s websites directly. The Company sponsors several YouTube influencers and places advertising on websites, such as banner ads, pre-roll videos and is working on organic search engine optimization. Additionally, the Company has contracted with AMI and has its own television show every Sunday, broadcast nationwide on NewsmaxTV, Fox Business TV and Bloomberg TV, the Sekur Privacy and Security segment, in order to educate its consumer and small business clients and promote its products. The Company also plans to increase its B2B revenues in the foreseeable future through partnership and a referral partnership program. To date, the Company has signed with a handful of resellers in Latin America, South Asia and the USA. The resellers represent less than 5% of the Company’s sales at the present time. The advantage of working with channel partners is that the Company has a lower marketing or advertising cost associated with the sale of its services.

Channel Partners Distribution Model

The Channel Partners distribution model is based on signing up Channel Partners, such as Managed Service Providers, resellers of cloud services and telecommunications companies serving mostly businesses. Partners are organized by type of products sold, by target markets and by geography. In order to spread its geographical exposure risk, the Company is spreading resellers in several key regions of high growth primarily in the emerging markets of Latin America and South Asia.

Geographic regions are divided into the following:

Product Categories:

Small Business Sales, Enterprise Sales and Government include multiple user licenses that vary from five users per account to an unlimited amount of users per account.

Main Target Sectors:

Competition

The cloud content management market is large, highly competitive and highly fragmented. It is subject to rapidly evolving technologies, shifting customer needs and frequent introductions of new products and services. The Company faces competition from a broad spectrum of technology providers. The following is a non-exhaustive list of significant competitors to the Company’s business:

The Company may face future competition in our markets from other large, established companies, as well as from smaller specialized companies.

Employees

As of the date of this prospectus, the Company has no employees and hires full time contractors for all its operations. The Company’s executive officers are independent contractors of the Company. The Company’s hiring model is based on employing referral partners working on commissions only and full time contractors. The Company plans to hire in house support employees as it grows its business. The IT department of the Company is outsourced to GDSA through platform maintenance and integrations needed for resellers or telecommunications operators.

Intellectual Property

Under the terms of the Global Licensing Agreement, the Company has permission to use the branding, all past, present and future trade names and trademarks owned by GDSA, and any existing and future development, of the IP and software technology developed by GDSA, to market the Products.

Seasonality

The Company does not experience any effects of seasonality it its business. We do not experience any shifts in our sales patterns.

Facilities

The Company’s headquarters are located at First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, Canada, M5X 1C9, which is a virtual office with open space lounge and facilities. The Company entered into a lease agreement for its property for a 1-year term, renewable every year automatically unless terminated by the Company 90 days prior to renewal date, beginning on October 31, 2019 (the “Lease). The Lease is set to expire October 31, 2023 unless renewed automatically. Under the Lease, the Company pays Net Rent of CAD$3,948 per annum, payable in monthly equal installments.

Legal Proceedings

From time to time, we may be involved in litigation or other legal proceedings incidental to our business. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

MANAGEMENT

Set forth below is information concerning our directors and executive officers. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices First Canadian Place, 100 King Street West, Suite 5600, Toronto, ON, Canada, M5X 1C9

Alain Ghiai-Chamlou

Mr. Ghiai-Chamlou, founded the Company and has served as Director and CEO since March 2017. Mr. Ghiai-Chamlou has served as President and Corporate Secretary of the Company since June 2018. Mr. Ghiai-Chamlou founded GlobeX Data S.A. (“GDSA”) in 2007 and has served as Director and CEO since August 2007. Mr. Ghiai-Chamlou also founded GlobeX Data, Inc. (“GlobeX US”) in August 2012 and has served as Director and CEO of GlobeX US since August 2012. Mr. Ghiai-Chamlou attended Pratt Institute in New York, School of Architecture, and the California College of Arts in San Francisco, where he obtained his Bachelor of Architecture in 1994.

Scott Davis

Mr. Davis is a Chartered Professional Accountant and a partner of Cross Davis & Company LLP Chartered Professional Accountants, a firm focused on providing accounting and management services for publicly listed companies. His experience includes CFO positions of several companies listed on the TSX Venture Exchange and his past experience consists of senior management positions, including four years at Appleby as an Assistant Financial Controller. Prior to that, he spent two years at Davidson & Company LLP Chartered Professional Accountants as an Auditor, five years with Pacific Opportunity Capital Ltd. as an Accounting Manager and two years at Jacobson Soda and Hosak, Chartered Professional Accountants. Mr. Davis obtained his CPA, CGA in 2003.

Henry Sjoman

Mr. Sjoman has been an entrepreneur and angel investor since 1991. Mr. Sjoman has been involved in the electronics and telecommunications industry since 1974. Mr. Sjoman co-founded Elcoteq SE in 1991, an electronics manufacturing company that was listed on Euro Nasdaq until 2010. Mr. Sjoman received his BSc, Telecom from the Kipings Tkniska Institute (Sweden), in 1974.

Amir Assar

Amir Assar has over 27 years of experience in technology sales. Mr. Assar served as VP of Sales at Workday, Inc. (Nasdaq:WDAT) from August 2018 to November 2021 and VP of Sales of Adaptive Insights from August 2017 up until it was acquired by Workday. Amir Assar started his technology career in 1993 at Actel Corporation as Western USA Director of Sales. Actel was a leading provider of Field Programmable Gate Arrays (FPGA) and was acquired by Microsemi Corporation, a California-based semiconductor and systems solutions provider for the aerospace, defense, communications, data center and industrial markets. From there Amir went on to work for several successful emerging technology companies in Silicon Valley, including Annuncio Software (acquired by PeopleSoft), NetScaler (acquired by Citrix), DataPower (acquired by IBM), and IBM where he held senior sales management and leadership positions.

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board of Directors

Our board of directors will consist of four directors upon closing of this offering, three of whom shall be “independent” within the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Insider Participation Concerning Executive Compensation

Alain Ghiai-Chamlou has been involved in all determinations regarding executive officer compensation since the inception of the Company. He will continue to make such decisions until the Compensation Committee is established immediately prior to the consummation of this offering.

Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. We will adopt a formal charter for each of the three committees prior to the closing of this offering. We have determined that Henry Sjoman, Amir Assar, ● and ● will satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Henry Sjoman, Amir Assar and ●. ● is the chairperson of our audit committee. Our board also has determined that ● qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

Compensation Committee. Our compensation committee consists of Henry Sjoman, Amir Assar and ●. ● is the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Henry Sjoman, Amir Assar, and ●. ● is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee are responsible for, among other things: