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Connexa Sports Technologies Inc

For the period ended Apr 30, 2024. Filed Jul 25, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Jul 25, 2024

YYAI$0.85-8.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedApril 30,2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number:01-41423

(Exact name of registrant as specified in its charter)

Delaware61-1789640
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

2709 NORTH ROLLING ROAD, SUITE 138

WINDSOR MILL

MARYLAND 21244

(Address of principal executive offices, including Zip Code)

(443) 407-7564

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueYYAINasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of the common equity voting shares of the registrant held by non-affiliates on October 31, 2023, the registrant’s most recently completed second fiscal quarter, was approximately $1,960,570.50.

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of July 24, 2024, was 2,659,149.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:

●risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;
●risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements;
●risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans;
●risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;
●risks and uncertainties relating to the various industries and operations we are currently engaged in;
●results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations;
●risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses;
●risks related to commodity price fluctuations;
●the uncertainty of profitability based upon our history of losses;
●risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;
●risks related to environmental regulation and liability;
●risks related to tax assessments;
●other risks and uncertainties related to our prospects, properties and business strategy.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.

As used in this report, the “Connexa,” “Company,” “we,” “us,” or “our” refer to Connexa Sports Technologies Inc., unless otherwise indicated.

Unless otherwise indicated, all share numbers and per share totals have been adjusted to reflect the 1-40 reverse stock split that was effective on September 25, 2023 and the 1-20 reverse stock split that was effective on June 27, 2024.

i

(FORMERLY KNOWN AS SLINGER BAG INC.)

Page
PART I
Item 1Business1
Item 1ARisk Factors23
Item 1BUnresolved Staff Comments49
Item 1CCyber Security50
Item 2Properties51
Item 3Legal Proceedings51
Item 4Mine Safety Disclosures52
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52
Item 6Selected Financial Data53
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operation54
Item 7AQuantitative and Qualitative Disclosures About Market Risk74
Item 8Financial Statements and Supplementary Data.74
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75
Item 9AControls and Procedures75
Item 9BOther Information77
Item 9CForeign Jurisdictions that Prevent Inspection77
PART III
Item 10Directors, Executive Officers and Corporate Governance77
Item 11Executive Compensation83
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86
Item 13Certain Relationships and Related Transactions and Director Independence89
Item 14Principal Accountant Fees and Services89
PART IV
Item 15Exhibit and Financial Statement Schedules89

ii

Annual Report on Form 10-K for the

Fiscal Year Ended April 30, 2024

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-K, as well as the risk factors included in this Form 10-K.

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