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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May
15, 2024
Date
of Report (Date of earliest event reported)
CONNEXA
SPORTS TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-41423 |
|
61-1789640 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2709
N. Rolling Road, Suite 138
Windsor
Mill
Baltimore,
MD
21244
(Address
of principal executive offices)
(443)
407-7564
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
CNXA |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders
On
May 15, 2024, Connexa Sports Technologies Inc. (the “Company”) held its 2024 annual general meeting of stockholders at 10:00
a.m. Eastern Time (the “AGM”) virtually to vote on the proposals identified in the Company’s definitive proxy statement
filed with U.S. Securities and Exchange Commission on May 2, 2024. As of March 21, 2024, the record date of the AGM, there were a total
of 34,807,734 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) outstanding and
entitled to vote at the AGM. At the AGM, 13,236,375 shares of Common Stock were represented in person or by proxy, constituting
a quorum.
At
the AGM, the Company’s stockholders were asked to consider and vote upon the following proposals:
Proposal
One: Election of Directors Proposal
To
approve the nominations of Mike Ballardie, Yonah Kalfa, Kirk Taylor, Stephen Crummey, and Rodney Rapson for election as directors at
the Annual Meeting. If elected, Messrs. Ballardie, Kalfa, Taylor, Crummey, and Rapson will serve as directors until the 2025 annual meeting
of stockholders and until their respective successors are duly elected and qualified.
The
Election of Directors Proposal was approved by the Company’s stockholders. The voting results were as follows:
Name |
|
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
Mike
Ballardie |
|
13,189,162 |
|
29,937 |
|
2,060 |
Yonah
Kalfa |
|
13,188,157 |
|
30,942 |
|
2,060 |
Kirk
Taylor |
|
13,188,402 |
|
31,665 |
|
1,092 |
Steven
Crummey |
|
13,189,196 |
|
29,903 |
|
2,060 |
Rodney
Rapson |
|
13,188,673 |
|
30,394 |
|
2,092 |
Proposal
Two: Ratification of Appointment of Independent Registered Public Accounting Firm Proposal
To
approve the appointment of Olayinka Oyebola & Co. to continue as our independent registered public accounting firm for the fiscal
year ending April 30, 2024.
The
Ratification of Accountant Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,186,333 |
|
48,950 |
|
1,092 |
Proposal
Three: Share Exchange Proposal
To
approve the issuance of shares of our common stock pursuant to that certain Share Exchange Agreement dated March 18, 2024 (the “Exchange
Agreement”) among the Company, Mr. Hongyu Zhou (the “YYEM Seller”), and Yuanyu Enterprise Management Co., Limited (“YYEM”),
in exchange for 50% of the issued and outstanding ordinary shares of YYEM. The Exchange Agreement is a part of a transaction between
the Company, YYEM Seller, and YYEM, whereby the Company agreed to purchase a total of 70% of the issued and outstanding ordinary shares
of YYEM by entering into a share purchase agreement (the “Purchase Agreement”) and the Exchange Agreement as described in
the Company’s Schedule 14A filed on May 2, 2024.
Upon
the closing of the Acquisition, YYEM Seller will be issued the number of Exchange Shares equal to 82.4% of the Company’s issued
and outstanding shares of common stock immediately following the closing of the Acquisition, and Connexa stockholders as of immediately
prior to the closing of the Acquisition will retain the balance of approximately 17.6% of such outstanding shares.
The
Share Exchange Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,171,117 |
|
48,950 |
|
1,092 |
Proposal
Four: Capital Increase Proposal
To
approve the amendment to the Company’s certificate of incorporation to increase the authorized shares of its common stock from
300,000,000 shares to 1,000,000,000 shares.
The
Capital Increase Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,131,896 |
|
89,196 |
|
66 |
Proposal
Five: Reverse Stock Split Proposal
To
approve the Amendment to the Company’s certificate of incorporation to authorize a reverse stock split of its common stock within
a range of 1-for-10 to 1-for-100, with the Board of Directors of the Company to set the specific ratio and determine the date for the
Reverse Stock Split to be effective.
The
Reverse Stock Split Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,126,998 |
|
93,813 |
|
347 |
Proposal
Six: Separation Proposal
To
approve the separation of the Company’s “Slinger Bag” business and products and the transactions contemplated by the
separation agreement related to the transaction contemplated by the Exchange Agreement (the “Share Exchange Transaction”)
Once the Share Exchange Transaction is closed, the current board of directors will resign and will appoint YYEM’s slate of directors
to the board, which will effect of a change of control of the Company, and the current business of the Company, including its liabilities,
will be spun off and sold to a company to be owned and controlled by Yonah Kalfa, the founder of the Slinger Bag business and an officer
and director of the company, and Mike Ballardie, the Company’s current chief executive officer and director. The Company’s
current shareholders will not have a participation in the Slinger Bag business from the date of the closing of the Share Exchange Transaction
and onward.
The
Separation Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,164,806 |
|
55,305 |
|
1,047 |
Proposal
Seven: Amendment to October and December 2023 Warrants Exercise Price Proposal
To
approve the amendment to the exercise price of certain existing warrants, now held by Morgan Capital LLC, to $0.16 per share.
The
Amendment to October and December 2023 Warrants Exercise Price Proposal was approved by the Company’s stockholders. The voting
results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,174,899 |
|
44,913 |
|
1,347 |
Proposal
Eight: Issuance to January 2024 Investors Proposal
To
approve the issuance of shares of Common Stock to certain investors party to the Company’s securities purchase agreements entered
into in January 2024 when the Company received an investment of $16,500,000 in cash in exchange for the issuance and sale to each Investor
of (i) 2,330,200 shares of the Company’s common stock (the “Common Stock Shares”) and (ii) pre-funded warrants (the
“Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of the Company’s common stock (the “Pre-Funded
Warrant Shares”) at a combined purchase price of $0.20 per share of our common stock for an aggregate amount of approximately $16.5
million. The Pre-Funded Warrants have an exercise price of $0.00001 per share of Common Stock and are exercisable beginning on the date
stockholder approval is received and effective allowing exercisability of the Pre-Funded Warrants under Nasdaq rules until the Pre-Funded
Warrants are exercised in full. The aggregate number of Common Stock Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded
Warrant Shares is 75,509,400.
The
Issuance to January 2024 Investors Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
6,174,187 |
|
55,025 |
|
1,347 |
Proposal
Nine: Yonah Kalfa Share Issuance Proposal
To
approve the issuance of 942,307 shares of Common Stock to Yonah Kalfa. As previously disclosed on the Current Report on Form 8-K furnished
with the SEC on September 9, 2020, the Company entered into a service agreement dated September 7, 2020 (the “YK Employment Agreement”)
with Yonah Kalfa, the Company’s chief innovation officer and a member of the Company’s Board. Pursuant to Sections 2.1(a)
and 2.1(b) of the YK Employment Agreement, the Company owed Mr. Kalfa $1,137,000 in salary (the “Salary Compensation”) through
January 31, 2024.
The
Company was unable to pay Mr. Kalfa any of the compensation in cash and, given Mr. Kalfa’s extraordinary contribution to the Company,
pursuant to Section 2.1(b) of the YK Employment Agreement, the Company agreed to pay $1 million of the $1.137 million owed (with Mr.
Kalfa waiving the right to receive the $137,000 balance) via an issuance of shares of Common Stock as memorialized by that certain Deferred
Payment Conversion Agreement with Mr. Kalfa, dated January 20, 2024 (the “2024 Agreement”). The 2024 Agreement sets forth
the price per share of the shares to be issued ($0.187), the number of shares to be issued using that price (5,347,594), and the amount
due to Mr. Kalfa through January 31, 2024.
Due
to administrative delays, the Company did not issue the shares in January 2024. Rather, on March 15, 2024, the Company issued 4,405,287
shares of Common Stock. This is the amount of stock owed for a $1 million payment at a conversion price of $0.227, which was the closing
price of the Common Stock on March 13, 2024 (and a higher price than the closing price on March 14, 2024).
No
shareholder approval was required for the issuance of the 4,405,287 shares because it was less than 20% of the number of the Company’s
outstanding shares of Common Stock as of March 14, 2024 and was issued at a price per share ($0.227) above the Minimum Price as defined
under Nasdaq Listing Rule 5635(d).
The
Yonah Kalfa Share Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
8,707,137 |
|
48,995 |
|
2,503 |
Proposal
Ten: The Director Shares Issuance Proposal
To
approve the issuance of 1,000,000 shares of Common Stock to each of Yonah Kalfa, Mike Ballardie and Kirk Taylor and 500,000 shares of
common stock to each of Rodney Rapson and Steven Crummey, our directors, for their services and extraordinary contribution to the Company.
The
Director Share Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,170,652 |
|
48,005 |
|
2,502 |
Proposal
Eleven: The Management Shares Issuance Proposal
To
approve the issuance of 335,000 shares of Common Stock to each of Juda Honickman, the Company’s chief marketing officer, and Mark
Radom, the Company’s general counsel, for their services and extraordinary contribution to the Company.
The
Management Share Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,170,657 |
|
49,045 |
|
1,457 |
Proposal
Twelve: The Increase in Number of Shares Reserved for Incentive Plan Proposal
To
approve the amendment of the 2020 Slinger Bag Inc. Global Share Incentive Plan to make an additional 30,000,000 shares of the Common
Stock available for the issuance of awards under the plan.
The
Increase in Number of Shares Reserved for Incentive Plan Proposal was approved by the Company’s stockholders. The voting results
were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
13,166,530 |
|
53,311 |
|
1,318 |
Item
8.01 Other Events
A
press release announcing results of the Company’s annual general meeting dated May 15, 2024 is being furnished as an exhibit to
this report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is furnished as part of this report.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CONNEXA
sPORTS tECHNOLOGIES inc. |
|
|
|
Dated:
May 17, 2024 |
By: |
/s/
Mike Ballardie |
|
Name: |
Mike
Ballardie |
|
Title:
|
Chief
Executive Officer |
Exhibit
99.1
Connexa
Shareholders Approve Transaction to Acquire Hong Kong Based Yuanyu Enterprise Management
●
A Change-in-control and Spin-Off of Slinger Bag also receives Shareholder Consent
● The close of these transactions
remains subject to Nasdaq Approval
Windsor
Mills, MD, May 17, 2024 — Connexa Sports Technologies Inc. (Nasdaq: YYAI) the owner of Slinger Bag and Gameface AI announced
that at its 2024 annual general meeting, held on May 15, the company’s shareholders approved the acquisition of Yuanyu Enterprise
Management Co., Limited (YYEM) as well as the subsequent change-in-control, which remains subject to Nasdaq approval.
“Following
our recent announcement to acquire 70% of YYEM, as a pathway to deliver enhanced value to all of our shareholders, we are grateful to
our shareholders for their support of the Board of Directors in approving this transaction”, commented Mike Ballardie, CEO Connexa
Sports Technologies.
“On
receiving the approval of YYEM’s listing application from Nasdaq, Connexa will proceed to issue approximately 162.6 million shares
of common stock to YYEM to complete the transaction, as detailed in the share exchange agreement signed by both parties. As a result,
this will leave YYEM and its sole shareholder, Mr. Hongyu Zhou, with a controlling interest in Connexa. On the close of this transaction
YYEM will effect, and Connexa will accept, a change-in-control of Connexa with YYEM’s operations constituting the new operations
of Connexa and all Slinger Bag assets and liabilities being divested to a privately held company,” concluded Ballardie.
Press
release ends
More
detailed information on Connexa Sports Technologies and Slinger Bag can be found at www.connexasports.com
Connexa Sports Technologies Inc. | 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 1 |
21244 |(443) 407-7564 |
|
www.Connexasports.com |
About
Connexa Sports Technologies:
Connexa
Sports is a leading connected sports company delivering products, technologies, and Sport-as-a-Service across a range of sport verticals.
Connexa’s mission is to reinvent sports through technological innovation driven by an unwavering focus on today’s sports
consumer.
CNXA
Contact Information:
investors@connexasports.com
www.connexasports.com
About
Yuanyu Enterprise Management Co., Limited
Yuanyu
Enterprise Management Co., Limited (YYEM) operates across the rapidly emerging love & marriage sector. YYEM owns numerous patents,
technologies and algorithms that drive its big data and matchmaking analyses, deriving its current revenues from royalties. YYEM has
multiple licensing agreements in place for non-Asia regions and, in addition, plans to open subsidiary companies in core Asia markets.
YYEM
Contact Information:
info@yuanyuenterprise.com
www.yuanyuenterprise.com
Additional
Information and Where to Find It
The
Company’s stockholders will be able to obtain relevant documents filed with the SEC from the SEC’s website at www.sec.gov
or from the Company’s website at https://www.connexasports.com/investor-relations/
Forward-Looking
Statements
This
press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations,
are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements
are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the
use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements
involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ
materially from those contained in
any
such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release
include, among others:
| ● | uncertainties
as to Nasdaq approval, the change of control and the share exchange agreement, including
the risk that one or more of the transactions may involve unexpected costs, liabilities or
delays; |
Connexa Sports Technologies Inc. | 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 2 |
21244 |(443) 407-7564 |
|
www.Connexasports.com |
| ● | the
risks associated with the company’s relatively low public float, which may result in
the company’s common stock experiencing significant price volatility; |
| | |
| ● | the
possibility that competing transaction proposals may be made; |
| | |
| ● | the
effects that the announcement, pendency or consummation of the proposed acquisition of YYEM
and the spin-off of the Slinger Bag business may have on the Company and its current or future
business and on the price of the common stock; |
| | |
| ● | the
possibility that various closing conditions for acquisition of YYEM and the spin-off of the
Slinger Bag business may not be satisfied or waived, or any other required consents or approvals
may not be obtained within the expected timeframe, on the expected terms, or at all; |
| | |
| ● | the
effects that a termination or suspension of the acquisition of YYEM and the spin-off of the
Slinger Bag business may have on the company, including the risk that the price of the common
stock may decline significantly if the acquisition of YYEM and the spin-off of the Slinger
Bag business is not completed; |
| | |
| ● | uncertainties
regarding the company’s focus, strategic plans and other management actions; |
| | |
| ● | the
risks associated with potential litigation related to the transactions contemplated by the
acquisition of YYEM and the spin-off of the Slinger Bag business or related to any possible
subsequent financing transactions or acquisitions or investments; |
| | |
| ● | uncertainties
regarding general economic, business, competitive, legal, regulatory, tax and geopolitical
conditions; |
| | |
| ● | and
other factors, including those set forth in the Company’s filings with the U.S. Securities
and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended
April 30, 2023 and subsequent Quarterly Reports on Form 10-Q. |
Forward-looking
statements included in this report speak only as of the date each statement is made. Neither the company nor any person undertakes any
obligation to update any of these statements in light of new information or future events, except to the extent required by applicable
law.
Connexa Sports Technologies Inc. | 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 3 |
21244 |(443) 407-7564 |
|
www.Connexasports.com |
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