CNXA Connexa Sports Technologies Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

		FORM 12b-25		SEC. FILE NUMBER 333-218854
				CUSIP NUMBER 391657103

 

NOTIFICATION OF LATE FILING

 

(Check one):

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

 

	For Period Ended July 31, 2023
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended _____________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ___________

 

PART I - REGISTRANT INFORMATION

Connexa Sports Technologies Inc.

Full Name of Registrant

Slinger Bag Inc.

Former Name if Applicable

2709 North Rolling Road, Unit 138

Address of Principal Executive Office (Street and Number)

Windsor Mill, MD 21244

City, State and Zip Code

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Connexa Sports Technologies Inc (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2023 (the “Form 10-Q”) by the prescribed due date primarily because of material delays in preparing and filing its Annual Report on Form 10-K for the fiscal year ended April 30, 2022 and its Annual Report on Form 10-K for the fiscal year ended April 30, 2023 (the “FY23 Annual Report”) and its quarterly reports on Form 10-Q for the quarters ended July 31, 2022, October 31, 2022 and January 31, 2023 (the “Quarterly Reports”). These delays were cause by the following factors: (i) the Company’s former chief financial officer resigned before the Company’s financial statements for the fiscal year ended April 30, 2022 were prepared and the Company experienced material delays in securing and working with outside consultants and experts to finalize its financial statements and, consequently, the Company was only able to prepare its Annual Report on Form 10-K for the fiscal year ended April 30, 2022 and its auditor was only able to complete its audit of such Annual Report on May 17, 2023, (ii) the Company was only able to prepare its Quarterly Reports and its auditor was only able to complete its reviews of the Quarterly Reports by July 26, 2023 and (iii) the Company was only able to prepare its FY23 Annual Report after the Quarterly Reports were final, which caused further delays. In fact, as of the date of this filing the Company had not yet filed its FY23 Annual Report, although it expects to do so on or before September 15, 2023. These facts are compounded by the number of complex and material transactions completed during the fiscal years ended April 30, 2022 and 2023, including two material acquisitions, two material dispositions, a 1-10 reverse split and a public offering of common stock. Each of these transactions had material accounting implications, with the acquisitions and dispositions being the most significant. Additionally, further delays have been caused by the fact that the Company is unable to prepare its financial statements for a given period until the financial statements for the previous period are final and, as such, it has not been possible to initiate any work on or preparation of the next or any subsequent period financial statements until the previous period’s financial statements have been finalized. As such, the Company cannot begin its preparation of the Quarterly Report on Form 10-Q until its FY23 Annual Report is complete, which is expected to happen later today, September 14, 2023, or tomorrow, September 15, 2023. The Company will use its best efforts to be in a position to file the Form 10-Q on or before October 9, 2023, which is not within the prescribed time period.

 

 

Cautionary Statement Concerning Forward-Looking Statements

 

This Notification of Late Filing on Form 12b-25 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 the Company’s ability to complete the filing of the FY23 Annual Report by September 15, 2023 and the Quarterly Report by October 9, 2023. These statements are based on current expectations as of the date of this Notification of Late Filing on Form 12b-25 and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, risks related to the auditor’s ability to timely complete the FY23 Annual Report, including its financial statements, and the Quarterly Report. Any reader of this Notification on Form 12b-25 is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing on Form 12b-25. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this Notification of Late Filing on Form 12b-25, except as required by applicable laws or regulations.

 

PART IV - OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

	Mike Ballardie		443		407-7564
	(Name)		(Area Code)		(Telephone Number)

 

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	During the year ended April 30, 2023, the Company sold 100% of its right, title and interest in, to and under its wholly-owned subsidiary, PlaySight Interactive Ltd. (“PlaySight”) to a third party. As a result, in the year ended April 30, 2023, the results of operations attributed to PlaySight are being accounted for as discontinued operations. The Company expects that these discontinued operations will likely result in the Company’s revenue, costs of sales, gross profit, and operating expenses for the year ended April 30, 2023 and quarter ended July 31, 2023 will all be lower by 20 to 30% in comparison to the year ended April 30, 2022 and quarter ended July 31, 2022.

 

 

CONNEXA SPORTS TECHNOLOGIES INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 14, 2023	By:	/s/ Mike Ballardie
		Mike Ballardie
		Chief Executive Officer and Director

 

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