Connexa Sports Technologies Inc. Files 8-K: Director Changes & Equity Sales

TL;DR

Connexa Sports (CNXA) director David Michael is out, new director in, and they sold some equity. Check the 8-K.

AI Summary

Connexa Sports Technologies Inc. announced on March 15, 2024, the departure of Director David Michael and the appointment of new Director David Michael. The company also reported on unregistered sales of equity securities and entered into a material definitive agreement. The filing includes financial statements and exhibits.

Why It Matters

Changes in directorship and equity sales can signal shifts in company strategy or financial health, impacting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — The filing details director changes and unregistered equity sales, which can introduce uncertainty and potential dilution for existing shareholders.

Key Players & Entities

• Connexa Sports Technologies Inc. (company) — Registrant
• David Michael (person) — Director
• 0001493152-24-010736 (document_id) — Accession Number
• 20240315 (date) — Date of earliest event reported
• 20240321 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value CNXA Nasdaq Capital Mark
• $56 million — u Zhou (the " Seller "), for a combined $56 million. The consummation of the transactions c
• $16,500,000 — ares of YYEM, for the purchase price of $16,500,000 (the " Share Purchase Consideration "),
• $8,000,000 — of the Share Purchase Consideration (or $8,000,000) at the closing of the Share Purchase T
• $8,500,000 — of the Share Purchase Consideration (or $8,500,000) within two weeks of the closing date o
• $600,000 — to a maximum amount in the aggregate of $600,000, with certain exceptions, including, bu
• $4.5 million — provide that aggregate payments of (a) $4.5 million shall be made to the Company in cash by
• $500,000 — to the Company in cash by YYEM and (b) $500,000 shall be made to NewCo (as defined unde
• $800,000 — ment") in cash by YYEM, as follows: (i) $800,000 payable within two (2) business days of
• $1,200,000 — ays of the date of the Agreements; (ii) $1,200,000 payable within three (3) business days
• $2,500,000 — losing Date and paid to NewCo; and (iv) $2,500,000 payable at the Closing to the Company.
• $1,500 — scriber matchmaker fees, reaching up to $1,500, provide the subscriber with a bespoke
• $1.9 million — EM collected royalties of approximately $1.9 million (unaudited) in its fiscal year ended Ja
• $70 million — er the next three years of in excess of $70 million. Additional Information and Where to
• $1,137,000 — t Agreement, the Company owed Mr. Kalfa $1,137,000 in salary (the " Salary Compensation ")

Filing Documents

• form8-k.htm (8-K) — 81KB
• ex10-1.htm (EX-10.1) — 245KB
• ex10-2.htm (EX-10.2) — 327KB
• ex10-4.htm (EX-10.4) — 10KB
• ex99-1.htm (EX-99.1) — 31KB
• ex99-1_001.jpg (GRAPHIC) — 15KB
• ex10-4_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-010736.txt ( ) — 1028KB
• cnxa-20240315.xsd (EX-101.SCH) — 3KB
• cnxa-20240315_lab.xml (EX-101.LAB) — 33KB
• cnxa-20240315_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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 March 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 of incorporation) (Commission File Number) (IRS Employer Identification No.) 2709 N. Rolling Road , Suite 138 Windsor Mill , MD 21244 (Address of principal executive offices, including Zip Code) (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, $0.001 par value CNXA 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 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 1.01 Entry into a Material Definitive Agreement Share Purchase Agreement and Share Exchange Agreement On March 18, 2024, Connexa Sports Technologies Inc. (the " Company ") entered into a share purchase agreement (the " Share Purchase Agreement ") and a share exchange agreement (the " Share Exchange Agreement ," and together with the Share Purchase Agreement, the " Agreements ") to acquire a total of 70% of the issued and outstanding ordinary shares of Yuanyu Enterprise Management Co., Limited (" YYEM "), a Hong Kong company, from the sole shareholder of YYEM, Mr. Hongyu Zhou (the " Seller "), for a combined $56 million. The consummation of the transactions contemplated in the Agreements will result in a change in control of the Company as the shareholders of YYEM will become the owners of 82.4% of the issued and outstanding shares of common stock of the Company (the " Common Stock "). As part of this transaction, as further described below under the heading of "The Separation Agreement," the Company has agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established entity. Pursuant to the Share Purchase Agreement, the Company has agreed to purchase, and the Seller has agreed to sell, 2,000 ordinary shares of YYEM, representing 20% of the issued and outstanding ordinary shares of YYEM, for the purchase price of $16,500,000 (the " Share Purchase Consideration "), payable in cash (the " Share Purchase Transaction "). The Company will pay 48% of the Share Purchase Consideration (or $8,000,000) at the closing of the Share Purchase Transaction and will pay the remaining 52% of the Share Purchase Consideration (or $8,500,000) within two weeks of the closing date of the Share Purchase Transaction. The Share Purchase Transaction closed on March 20, 2024. Pursuant to the Share Exchange Agreement, the Company has agreed to purchase, and the Seller has agreed to sell, 5,000 ordinary shares of YYEM, representing 50% of the issued and outstanding ordinary shares of YYEM, for 162,551,440 newly issued shares of Common Stock to the Seller (the " Share Exchange Transaction ," and together with the Share Purchase Transaction, the " Transactions "). The shares are expected to represent 82.4% of the issued and outstanding shares of Common Stock as of the date of the closing of the Share Exchange Transaction. The Share Exchange agreement provides that (i) on or prior to the closing of the Share Exchange Transaction (the " Closing "), the Company may appoint one (1) director to the board of directors of YYEM; (ii) at or after the Closing, subject to applicable rules and requirements of the Nasdaq Stock Market LLC (" Nasdaq ") and the U.S. Securities and Exchange Commission (the " SEC "), the board of directors of the Company shall comprise one director appointed by the Company and individuals designated by the Seller, and the current members of the board of directors of the Comp

View Full Filing

View this 8-K filing on SEC EDGAR