F-1/A: ZenaTech Files Amendment No. 9 for Form F-1 Registration, Eyes Nasdaq Capital Market Listing

ZenaTech, an enterprise software technology company, files an amendment to its Form F-1 registration statement in preparation for a direct listing on the Nasdaq Capital Market, involving the resale of up to 17,663,879 common shares.

Summary

• ZenaTech, Inc. has filed Amendment No. 9 to its Form F-1 registration statement with the SEC.
• The filing pertains to the registration of the resale of up to 17,663,879 shares of common stock, post 1-for-6 reverse split, by registered stockholders.
• The company is pursuing a direct listing on the Nasdaq Capital Market under the symbol ZENA.
• Maxim Group LLC is serving as the financial advisor for the direct listing.
• ZenaTech expects its common stock to begin trading on or about September 24, 2024.
• The company is an emerging growth company and a foreign private issuer, electing to comply with certain reduced reporting requirements.
• Dr. Shaun Passley, the CEO, controls more than 50% of the company's voting stock, making it a controlled company under Nasdaq rules.
• The company's bylaws, effective January 31, 2022, outline shareholder meetings, director roles, officer positions, and indemnification policies.
• Private transactions from January 1, 2022, through September 5, 2024, saw common stock prices ranging from $1.14 to $10.28 on a post-reverse split basis.
• The company's revenue for the six months ended June 30, 2024, was $976,102, with a net loss of $377,466.
• For the year ended December 31, 2023, revenue was $1,831,912, with a net loss of $241,504.
• The company's total assets as of June 30, 2024, were $19,317,619, and total liabilities were $11,519,091.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company is pursuing a Nasdaq listing, there are also concerns about net losses, reliance on key personnel, and potential volatility.

Positives

• The company is pursuing a Nasdaq listing, which could increase visibility and access to capital.
• The company has a financial advisor, Maxim Group LLC, assisting with the listing process.
• The company has a history of revenue generation from its software business.
• The company is developing innovative drone technology with potential for expansion into various sectors.

Negatives

• The company has incurred net losses in recent periods.
• The company is considered a controlled company under Nasdaq rules, which may reduce certain corporate governance protections for shareholders.
• The company's listing is conditional upon Nasdaq approval, with no assurance of success.
• The company's stock may be more volatile due to the direct listing method and lack of underwriters.

Risks

• The company's stock price may be volatile due to the direct listing method and lack of underwriters.
• The company's listing is conditional upon Nasdaq approval, with no assurance of success.
• The company may face challenges in managing growth and implementing its business strategy.
• The company's success depends on market acceptance of its products and services.
• The company is subject to various regulatory risks and competitive pressures.
• The company is dependent on key personnel and relationships with third parties.
• The company may face product liability claims and intellectual property infringement risks.
• The company may need additional capital for its operations, with no assurance of availability.
• The company may operate in emerging markets, which entails certain inherent risks.

Future Outlook

The company plans to expand its business into Unmanned Vehicle Systems (drones) and expects its drone business to increasingly generate income over the next five years.

Industry Context

The announcement reflects a trend of technology companies seeking public listings to access capital and increase visibility. The direct listing approach, while potentially more volatile, offers an alternative to traditional underwritten IPOs.

Comparison to Industry Standards

• Comparable companies pursuing direct listings include Palantir and Asana, which experienced significant price volatility following their listings.
• The success of ZenaTech's direct listing will depend on factors such as market demand, trading volume, and the company's ability to execute its business strategy.
• The company's reliance on a financial advisor instead of underwriters may result in less price stabilization and greater volatility compared to traditional IPOs.

Legal Proceedings

• The company was involved in a legal proceeding with The NOW Corporation, which was settled in June 2022.
• The company was involved in a legal proceeding with WorkAware Corporation, which was settled on July 8, 2024.

Related Party Transactions

• The company has entered into a management services agreement with Epazz, Inc.
• The company licenses certain patents from Epazz, Inc.
• The company has borrowed funds from related parties, including GG Mars Capital, Inc. and Star Financial Corporation.
• The company sold ZenaPay, Inc. wallet software to Epazz Limited, Ireland.

Stakeholder Impact

• Shareholders may experience increased volatility in the stock price.
• Employees may benefit from the company's growth and expansion.
• Customers may have access to innovative software and drone technology.
• Suppliers may have opportunities to partner with the company.
• Creditors may be affected by the company's financial performance and debt levels.

Next Steps

• Secure approval for listing on the Nasdaq Capital Market.
• Convert pilot customers into paying customers for drone technology.
• Continue to develop and market software and drone technology.
• Manage growth and implement business strategy effectively.

Key Dates

Keywords

ZenaTech, Nasdaq, direct listing, common stock, reverse stock split, financial advisor, emerging growth company, foreign private issuer, controlled company, bylaws, drone technology, software, revenue, net loss, assets, liabilities