Form 8-K - Current report

 

 

 

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

 

June 11, 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)

 

[phone]

 

(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. ☐

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Connexa Sports Technologies Inc. (the “Company”) has received a delisting notice from Nasdaq that may be remedied by a planned corporate action.

 

On June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as notified by Nasdaq on December 12, 2023, the bid price of the Company’s listed security had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until June 10, 2024, to regain compliance with the Rule. The Company has not regained compliance with the Rule and is not eligible for a second 180-day remediation period. Specifically, the Company does not comply with the $5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market under the Equity Standard. Accordingly, unless the Company requests an appeal by June 18, 2024, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and will be suspended at the opening of business on June 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market (the “Delisting Determination”).

 

The Company will appeal the Delisting Determination on or before June 18th by requesting a hearing before the Panel to stay the suspension of the Company’s securities and the filing of the Form 25-NSE with the SEC. There are no assurances a favorable decision from the Panel will be obtained.

 

Following receipt of stockholder approval at its annual shareholders’ meeting on May 15, 2024, the Company expects to submit an application to Nasdaq prior to June 21st to effect a 1-for-20 reverse split of its common stock (the “Reverse Split”). Pending Nasdaq’s approval, the Company expects the Reverse Split to become effective prior to June 28th. The Company will issue a press release with further information at least two business days prior to the effective date of the Reverse Split. If the Reverse Split is approved by Nasdaq, the Company believes that the Delisting Determination will be withdrawn and there will be no need for a hearing. There are no assurances that the Reverse Split will be effected in a timely manner or at all.

 

Item 7.01. Regulation FD Disclosure.

 

On June 17, 2024, the Company issued a press release related to the information described in Item 3.01 above (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated June 17, 2024.
104		Cover Page Interactive File, formatted in Inline XBRL.

 

Forward-Looking Statements

 

This current report on Form 8-K contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), including statements regarding (i) the Company’s belief that the Delisting Determination will be withdrawn if the Reverse Split is effected in a timely manner, (ii) the Company’s ability to effect the Reverse Split and (iii) the possibility of being granted a stay or receiving a favorable decision from the Panel. These statements are based on current expectations as of the date of this current report and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. Any reader of this current report is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this current report, except as required by applicable laws or regulations.

 

2

 

 

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: June 17, 2024	By:	/s/ Mike Ballardie
		Chief Executive Officer

 

3

 

Exhibit 99.1

 

 

Connexa Applies for Imminent 1:20 Reverse Split
to Remedy Bid Price Delisting Notice

● Reverse Split Expected to take place on or about June 28, 2024

● Upon receipt of Nasdaq approval, Connexa will regain Bid Price Compliance

 

Windsor Mills, MD, June 17, 2024 — Connexa Sports Technologies Inc. (Nasdaq: YYAI), the owner of Slinger Bag and Gameface AI, announced that on June 17, 2024, following receipt of stockholder approval at its annual general meeting held on May 15, 2024, the Company is submiting an application to Nasdaq to effect a 1-for-20 reverse split of its common stock (the “Reverse Split”) with a request to become effective Monday morning, June 28, 2024. After Nasdaq approval, the pending Delisting Notice, received on June 11, 2024, should be withdrawn, there will be no further need for a hearing and Connexa will regain Nasdaq compliance.

 

“As already made public and approved by Connexa shareholders, the company is in the process of Yuanyu Enterprise Management effecting a change in control, which will result in the Slinger Bag business being transferred to a private company. It is unfortunate that this process, including the shareholder-approved 1-for-20 reverse split, has not been completed ahead of the bid price compliance deadline, resulting in the receipt of a delisting notice. However, the reverse split is now expected to take place in the coming days, subject to Nasdaq approval, and once complete will result in our bid price requirement once again being met,” commented Mike Ballardie, CEO of Connexa.

 

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 21244 ｜[phone]	1
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:

 

[e-mail]
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:

 

[e-mail]
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 of the reverse split, 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 21244 ｜[phone]	2
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 21244 ｜[phone]	3
www.Connexasports.com

 

Cover	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	1-41423
Entity Registrant Name	CONNEXA SPORTS TECHNOLOGIES INC.
Entity Central Index Key	0001674440
Entity Tax Identification Number	61-1789640
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2709 N. Rolling Road
Entity Address, Address Line Two	Suite 138
Entity Address, Address Line Three	Windsor Mill
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21244
City Area Code	(443)
Local Phone Number	407-7564
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	YYAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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