Connexa Sports Tech Reports Material Agreements & Control Changes

TL;DR

Connexa Sports Tech (Slinger Bag) filed an 8-K detailing major corporate events: new agreements, asset deals, equity sales, and control shifts.

AI Summary

Connexa Sports Technologies Inc. (formerly Slinger Bag Inc.) filed an 8-K on November 25, 2024, reporting several key events. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, unregistered sales of equity securities, and changes in control of the registrant. The filing also details the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, it covers Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions and changes in control, which could materially impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events like acquisitions, equity sales, and changes in control, which inherently carry higher risk and uncertainty.

Key Players & Entities

• Connexa Sports Technologies Inc. (company) — Registrant
• Slinger Bag Inc. (company) — Former Company Name
• 20241125 (date) — Filing Date
• 20241119 (date) — Period of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share YYAI The Nasdaq Stock Mar
• $56 million — u Zhou (the " Seller "), for a combined $56 million. $16.5 million of this amount was paid
• $16.5 million — Seller "), for a combined $56 million. $16.5 million of this amount was paid in cash on Marc
• $2,500,000 — suant to the Agreements, YYEM is paying $2,500,000 to NewCo (as defined below), $344,960 o
• $344,960 — $2,500,000 to NewCo (as defined below), $344,960 of which was paid before the closing da
• $2,155,040 — ch was paid before the closing date and $2,155,040 of which is being paid after the closin
• $500,000 — about November 29, 2024. An additional $500,000 will be paid to NewCo within 30 days of
• $1.00 — iness ") to NewCo, in consideration for $1.00. Following the Separation Agreement, Ne
• $2,750 — to match with. Fees routinely reaching $2,750 provide clients with six months of a be
• $120,000 — e or are to be a participant, exceeding $120,000 and in which our new officer had or wil

Filing Documents

• form8-k.htm (8-K) — 119KB
• ex10-1.htm (EX-10.1) — 182KB
• ex99-1.htm (EX-99.1) — 151KB
• ex99-2.htm (EX-99.2) — 133KB
• ex99-3.htm (EX-99.3) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• ex99-1_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-047624.txt ( ) — 879KB
• cnxa-20241119.xsd (EX-101.SCH) — 3KB
• cnxa-20241119_lab.xml (EX-101.LAB) — 33KB
• cnxa-20241119_pre.xml (EX-101.PRE) — 24KB
• 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 November 19, 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 YYAI The Nasdaq Stock Market LLC 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. GENERAL NOTE On November 21, 2024, Connexa Sports Technologies Inc., a Delaware corporation (the " Company "), completed its acquisition of a majority of Yuanyu Enterprise Management Co., Limited (" YYEM " or " Yuanyu "), whereby, among other things, the Company acquired 70% of YYEM in exchange for the issuance of shares of the Company's common stock, and YYEM became the majority-owned subsidiary of the Company (the " Transaction "). This Current Report on Form 8-K is being filed by the Company to describe the Transaction and certain material changes to its business following the Transaction. Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. Acquisition of YYEM As previously disclosed, on March 18, 2024, 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 YYEM from the sole shareholder of YYEM, Mr. Hongyu Zhou (the " Seller "), for a combined $56 million. $16.5 million of this amount was paid in cash on March 20, 2024 pursuant to the Share Purchase Agreement to acquire 20% of YYEM. On November 18, 2024, The Nasdaq Stock Market LLC approved the Transaction. Following the approval, on November 21, 2024, pursuant to the Share Exchange Agreement, the Company issued 8,127,572 issued shares of common stock of the Company, par value $0.001 per share (the " Common Stock ") to the Seller (the " Exchange Shares "), in consideration for 5,000 ordinary shares of YYEM, representing 50% of the issued and outstanding ordinary shares of YYEM. The shares were issued without registration under the Securities Act of 1933, as amended (the " Securities Act "), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The Transaction contemplated by the Agreements was closed on the same day. In connection with the completion of the Transaction, pursuant to the Agreements, YYEM is paying $2,500,000 to NewCo (as defined below), $344,960 of which was paid before the closing date and $2,155,040 of which is being paid after the closing date, with the final payment of these funds on or about November 29, 2024. An additional $500,000 will be paid to NewCo within 30 days of the closing date, provided there are no claims in relation to the Legacy Business (as defined below) in that time. As a result of the closing of the Transaction, a change of control of the Company occurred as the Seller became the owner of approximately 55.8% of the issued and outstanding shares of Common Stock and the board of directors of the C

View Full Filing

View this 8-K filing on SEC EDGAR