Form 8-K - Current report
31 Januar 2024 - 3:05PM
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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
January
30, 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 7.01 Regulation FD Disclosure.
A press release announcing compliance with the Equity
Rule (as defined below) is being furnished as an exhibit to this report.
Item 8.01 Other Events
On January 30, 2024, Connexa Sports
Technologies Inc. (the “Company”) received a letter from Nasdaq confirming that following the receipt of a an investment
of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained
compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required
by the Nasadaq Hearing Panel’s (“Panel”) decision dated April 12, 2023, as amended, and (ii) in application of
Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter.
If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (“Staff”) finds that the Company
is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Staff
with a plan of compliance with respect to such deficiency and Staff will not be permitted to grant additional time for the Company to
regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to
Ruel 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing
with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to
respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be
delisted from Nasdaq.
It is further reported that, in
application of Listing Rule 5815(d)(4)(B), the Company is also subject to a mandatory panel monitor in respect of its period filing requirements
in Listing Rule 5250(c)(1) (the “Periodic Filing Rule”) for a period of one year from October 11, 2023. If, within
that one-year monitoring period, the Staff finds the Company again out of compliance with the Periodic Filing Rule, notwithstanding Rule
5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to that deficiency and Staff will
not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be
afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter
and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial
Panel is unavailable. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C)
and the Company’s securities may at that time be delisted from Nasdaq.
Item 9.01 Financial Statements and Exhibits.
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:
January 31, 2024 |
By: |
/s/
Mike Ballardie |
|
|
Mike
Ballardie |
|
|
Chief
Executive Officer |
Exhibit
99.1
Connexa
Announces that it has regained compliance with the Nasdaq Minimum Shareholder Equity Rule
Windsor
Mills, MD January 31, 2024 -- Connexa Sports Technologies Inc. (Nasdaq:CNXA) announces that the Nasdaq has confirmed that
the Company has regained compliance with Nasdaq’s minimum shareholder equity rule by receiving an inward investment into the Company
of $16.5 million from three non-US investors.
“Following
a period of productive discussions, I am delighted to welcome our three new, non-US investors into the Company” said Mike
Ballardie, CEO Connexa Sports Technologies.
“This
investment also allows the Company to meet the Shareholder’s Equity compliance threshold, as detailed under Nasdaq listing
requirements and as evidenced by the 8-K filing issued last week” concluded Ballardie.
About Connexa
Sports Technologies:
Connexa
Sports Technologies Inc. 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.
Contact
Information:
investors@connexasports.com
www.connexasports.com
Forward-Looking
Statements
Forward-looking
statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause
actual results to differ materially from those expected or implied by the forward-looking statements.
Actual
results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors
described in “Item 1A. Risk Factors” in our 10-K filing as of September 14, 2023 and our ability to continue as a
going concern. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this press
release. You should, however, review the factors and risks we describe in the reports we will file from time to time with
the SEC after the date of this press release.
In
addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.
These statements are based on information available to us as of the date of this press release. And while we believe that information
provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,
and you are cautioned not to rely unduly on these statements.
Although
we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future
results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy
or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred
to in this section in connection with the forward-looking statements contained in this press release and any subsequent written or oral
forward-looking statements that may be issued by us or persons acting on our behalf.
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