Airwa Inc 10-Q for FY2024 Q2
Airwa Inc. (YYAI)
About this 10-Q
Airwa Inc filed this 10-Q on November 27, 2023, covering the quarter ended October 31, 2023 (FY2024 Q2).
Headline figures
Quarter ended October 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.3M
- down 6.1% from $2.44M a year earlier
- Net income
- $1.76M
- compared with a net loss of $11.02M a year earlier
- Diluted EPS
- -$14.29
- compared with -$3,881.54 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the transition period from ________ to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None
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.
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).
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 Act.
| Large accelerated filer ☐ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
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 number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of November 24, 2023, was .
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This quarterly report contains forward-looking statements within the meaning of Section 27A 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” in our Form 10-K for the fiscal year ended April 30, 2023, filed on September 14, 2023, 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; and | |
| ● | 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 quarterly report, the “Connexa,” “Company,” “we,” “us,” or “our” refer to Connexa Sports Technologies Inc. and its subsidiaries, unless otherwise indicated.
| i |
CONNEXA SPORTS TECHNOLOGIES INC.
(FORMERLY KNOWN AS SLINGER BAG INC. AND LAZEX INC.)
INDEX
| ii |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CONNEXA SPORTS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS (IN US$)
OCTOBER 31, 2023 (UNAUDITED) AND APRIL 30, 2023
| OCTOBER 31, | APRIL 30, | |||||||
| 2023 | 2023 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Note receivable - former subsidiary | ||||||||
| Fixed assets, net of depreciation | ||||||||
| Intangible assets, net of amortization | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related party | ||||||||
| Accrued interest - related party | ||||||||
| Current portion of notes payable, net of discount | ||||||||
| Derivative liabilities | ||||||||
| Contingent consideration | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Notes payable related parties, net of current portion | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingency | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, par value, $, shares authorized, and shares issued and outstanding as of October 31, 2023 and April 30, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-1 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$) (UNAUDITED)
SIX AND THREE MONTHS ENDED OCTOBER 31, 2023 AND 2022
| SIX MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||
| OCTOBER 31, | OCTOBER 31, | OCTOBER 31, | OCTOBER 31, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| NET SALES | $ | | $ | | $ | | $ | | ||||||||
| COST OF SALES | ||||||||||||||||
| . | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NON-OPERATING INCOME (EXPENSE) | ||||||||||||||||
| Amortization of debt discounts | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on conversion of accounts payable to common stock | ( | ) | ||||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Derivative expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense - related party | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Total Non-Operating Income (Expenses) | ( | ) | ( | ) | ||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | ( | ) | ( | ) | ||||||||||||
| DISCONTINUED OPERATIONS | ||||||||||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Loss on disposal of subsidiaries | ||||||||||||||||
| LOSS FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | ||||||||||||
| NET INCOME (LOSS) FROM OPERATIONS BEFORE | ||||||||||||||||
| PROVISION FOR INCOME TAXES | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translations adjustment | ( | ) | ||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share - basic and diluted (see Note 3) | ||||||||||||||||
| Continuing operations | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Discontinued operations | $ | $ | ) | $ | $ | ) | ||||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (IN US$) (UNAUDITED)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common Stock | Paid-In | Comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Income | Deficit | Total | |||||||||||||||||||
| Balance - May 1, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Conversion of notes payable | ||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Cash | ||||||||||||||||||||||||
| Fractional share issuance | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Change in comprehensive income | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - July 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||
| Acquisition | ( | ) | ||||||||||||||||||||||
| Cash | ( | ) | ||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Change in comprehensive income | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - October 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance - May 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Accounts payable | ||||||||||||||||||||||||
| Acquisition | ( | ) | ||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||
| Satisfaction of profit guarantee on note payable | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Change in comprehensive income | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Fractional adjustment in reverse split | ( | ) | ||||||||||||||||||||||
| Acquisition / Contingent consideration | ||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||
| Satisfaction of profit guarantee on note payable | ||||||||||||||||||||||||
| Reclassification of derivative liability upon amendment of agreement | - | |||||||||||||||||||||||
| Change in comprehensive income | - | |||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Balance - October 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$) (UNAUDITED)
SIX MONTHS ENDED OCTOBER 31, 2023 AND 2022
| 2023 | 2022 | |||||||
| CASH FLOW FROM OPERTING ACTIVIITES | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Depreciation, amortization and impairment expense | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Shares and warrants issued for services | ||||||||
| Share-based compensation | ||||||||
| Derivative expense | ||||||||
| Amortization of debt discounts | ||||||||
| Settlement expense | ||||||||
| Loss on settlement of accounts payable | ||||||||
| Changes in assets and liabilities, net of acquired amounts | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Other current liabilities | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ||||||||
| Accrued interest | ||||||||
| Total adjustments | ( | ) | ||||||
| Net cash used in operating activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities of discontinued operations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITES | ||||||||
| Proceeds from issuance of common stock for cash | ||||||||
| Proceeds from notes payable | ||||||||
| Payments of notes payable - related parties | ( | ) | ( | ) | ||||
| Payments of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | ||||||||
| NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | ( | ) | ||||||
| CASH AND RESTRICTED CASH - BEGINNING OF PERIOD | ||||||||
| CASH AND RESTRICTED CASH - END OF PERIOD | $ | $ | ||||||
| CASH PAID DURING THE PERIOD FOR: | ||||||||
| Interest expense | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Conversion of convertible notes payable and accrued interest to common stock | $ | $ | ||||||
| Shares issued for contingent consideration | $ | $ | ||||||
| Derivative liability recorded for shares and warrants issued in private placement | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
CONNEXA SPORTS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: ORGANIZATION AND NATURE OF BUSINESS
Organization
Lazex
Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, the majority
owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”),
which was
On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company incorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada.
On
February 10, 2020, Slinger Bag Americas became the
On
June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a
On February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd. (“Gameface”). As a result of the share purchase agreement, Gameface would become a wholly owned subsidiary of the Company.
On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”). As a result of the merger agreement, PlaySight would become a wholly owned subsidiary of the Company. In November 2022, the Company sold PlaySight and recorded a loss on the sale.
On May 16, 2022, the Company changed its domicile from Nevada to Delaware. On April 7, 2022, the Company effected a name change to Connexa Sports Technologies Inc. We also changed our ticker symbol, “CNXA”.
On
June 14, 2022, the Company effected a
| F-5 |
On
July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s
stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy
the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’
equity be at least $
There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Rule, the Minimum Stockholders’ Equity Requirement, and the Minimum Bid Price Requirement, and maintain compliance with other Nasdaq listing requirements.
For further details on PlaySight and Foundation Sports we refer you to our Annual Report on Form 10-K for the year ended April 30, 2023, filed with the Securities and Exchange Commission on September 14, 2023. This Form 10-K and the consolidated financial statements will concentrate on our existing business as reflected in the following paragraph.
The Company operates in the sport equipment and technology business. The Company is the owner of the Slinger Launcher, which is a portable tennis ball launcher as well as other associated tennis accessories and Gameface AI an Australian artificial intelligence sports software company.
The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface are collectively referred to as the “Company.”
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). As a result of the transactions described above, the accompanying consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface for the periods ended October 31, 2023 and 2022. The operations of Foundation Sports and PlaySight are included as discontinued operations in our statements of operations as these entities were sold in November 2022 and December 2022 for the period ended July 31, 2022.
| F-6 |
Impact of COVID-19 Pandemic
The Company continues to carefully monitor the global COVID-19 pandemic status and its impact on its business. In that regard, while the Company has continued to sell its products it has previously experienced certain minor disruptions in its supply chains. The Company expects the significance of the COVID-19 pandemic, including the extent of its effect on the Company’s financial and operational results, to be dictated by, among other things, the on-going global efforts to contain it. While the Company has not experienced any material disruptions to its business and operations as a result of the COVID-19 pandemic, it is possible such disruptions may occur in the future which may impact its financial and operational results, and which could be material.
Impact of Russian and Ukrainian Conflict
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. We are closely monitoring the unfolding events due to the Russia-Ukraine conflict and its regional and global ramifications. We have one distributor in Russia, which is not material to our overall financial results. We do not currently have operations in Ukraine or Belarus. We are monitoring any broader economic impact from the current crisis. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. However, to the extent that such military action spreads to other countries, intensifies, or otherwise remains active, such action could have a material adverse effect on our financial condition, results of operations, and cash flows.
Impact of Israel and Hamas Conflict
Because we develop products in Israel and our chief marketing officer is located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on the Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of October 11, 2023, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of a currently indefinite number of civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.
The
intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications
on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023,
It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. In the event that hostilities disrupt the development of our products, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
| F-7 |
As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. If any of our employees and consultants in Israel are called for service in the current war with Hamas, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.
In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries, such as Turkey. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.
Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.
Note 2: GOING CONCERN
The
financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $
The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or being able
to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they
become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related
parties, and/or private placement of debt and/or common stock. In the event that the Company is unable to successfully raise capital
and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan
until it is able to obtain sufficient financing. The Company has begun reducing operating expenses and cash outflows by selling PlaySight,
as well as selling
Note 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying condensed financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the period presented. The results of operations for the six months ended October 31, 2023, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending April 30, 2024 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, filed with the Securities and Exchange Commission on September 14, 2023.
| F-8 |
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results could differ from those estimates.
Financial Statement Reclassification
Certain prior year amounts within accounts payable, accrued expenses, and certain operating expenses have been reclassified for consistency with the current year presentation and had no effect on the Company’s balance sheet, net loss, shareholders’ deficit or cash flows.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The majority of payments due from banks for credit card transactions process within 24 to 48 hours and are accordingly classified as cash and cash equivalents.
Accounts Receivable
The
Company’s accounts receivable are non-interest bearing trade receivables resulting from the sale of products and payable over terms
ranging from 15 to 60 days. The Company provides an allowance for doubtful accounts at the point when collection is considered doubtful.
Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtful accounts. The
Company recorded $
Inventory
Inventory is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value. The Company’s valuation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink. Inventory reserves are based on historical information and assumptions about future demand and inventory shrink trends. The Company’s inventory as of October 31, 2023 and April 30, 2023 consisted of the following:
SCHEDULE OF INVENTORY
| October 31, 2023 | April 30, 2023 | |||||||
| Finished Goods | $ | $ | ||||||
| Component/Replacement Parts | ||||||||
| Capitalized Duty/Freight | ||||||||
| Inventory Reserve | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Prepaid Inventory
Prepaid inventory represents inventory that is in-transit that has been paid for but not received from the Company’s third-party vendors. The Company typically prepays for the purchase of materials and receives the products within three months after making payments. The Company continuously monitors delivery from, and payments to, the vendors. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendors in future periods. The Company has not had difficulty receiving products during the reporting periods.
| F-9 |
Property and equipment
Property
and equipment acquired through business combinations are stated at the estimated fair value at the date of the acquisition. Purchases
of property and equipment are stated at cost, net of accumulated depreciation and impairment losses. Expenditures that materially increase
the useful life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. Depreciation and amortization
are computed using the straight-line method over the estimated useful lives of the related assets, which is an average of
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. While we may be exposed to credit risk, we consider the risk remote and do not expect that any such risk would result in a significant effect on our results of operations or financial condition. See Note 4 for further details on the Company’s concentration of credit risk as well as other risks and uncertainties.
Revenue Recognition
The Company recognizes revenue for their continuing operations in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its performance obligation associated with its contracts with customers at a point in time once products are shipped. Amounts collected from customers in advance of shipping products ordered are reflected as contract liabilities on the accompanying consolidated balance sheets. The Company’s standard terms are non-cancelable and do not provide for the right-of-return, other than for defective merchandise covered under the Company’s standard warranty. The Company has not historically experienced any significant returns or warranty issues.
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
The Company determines that it has a contract with a customer when each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation.
Step 2: Identify the performance obligations in the contract
The Company’s customers are buying an integrated system. In evaluating whether the equipment is a separate performance obligation, the Company’s management considered the customer’s ability to benefit from the equipment on its own or together with other readily available resources and if so, whether the service and equipment are separately identifiable (i.e., is the service highly dependent on, or highly interrelated with the equipment). Because the Products and Services included in the customer’s contract are integrated and highly interdependent, and because they must work together to deliver the Solution, the Company has concluded that Products installed on customer’s premise and Services contracted for by the customer are generally not distinct within the context of the contract and, therefore, constitute a single, combined performance obligation.
| F-10 |
Step 3: Determine the transaction price
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer includes predetermined fixed amounts, variable amounts, or both. The Company’s contracts do not include any rights of returns or refunds.
The Company collects each year’s service fees in advance and should therefore consider the existence of a significant financing component. However, due to the fact that the payments are provided for the service of a one-year term, the Company elected to apply the practical expedient under ASC 606 which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less.
Step 4: Allocate the transaction price to the performance obligations in the contract
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). The Company has identified a single performance obligation in the contract, and therefore, the allocation provisions under ASC 606 do not apply to the Company’s contracts.
Step 5: Recognize revenue when the Company satisfies a performance obligation
Revenues for the Company’s single, combined performance obligation are recognized on a straight-line basis over the customer’s contract term, which is the period in which the parties to the contract have enforceable rights and obligations (Typically 3-4 years).
Business Combinations
Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, are recorded at fair value. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received and is not to exceed one year from the acquisition date. We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company elected to apply pushdown accounting to all entities acquired.
Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.
Fair Value of Financial Instruments
Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities
| F-11 |
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3 — Unobservable pricing inputs in the market
Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of these financial instruments approximates fair value due to their short-term maturity.
The
Company’s contingent consideration in connection with the acquisition of Gameface was calculated using Level 3 inputs. The fair
value of contingent consideration as of October 31, 2023 and April 30, 2023 was $
The Company estimates the fair value of its intangible assets using Level 3 assumptions, primarily based on the income approach utilizing the discounted cash flow method.
The Company’s derivative liabilities were calculated using Level 2 assumptions on the issuance and balance sheet dates via a Black-Scholes option pricing model and consisted of the following ending balances and gain amounts as of and for the six months ended October 31, 2023:
The Company’s derivative liabilities were calculated using Level 2 assumptions on the issuance and balance sheet dates via a Black-Scholes option pricing model and consisted of the following ending balances and gain amounts as of and for the six months ended October 31, 2023:
SCHEDULE OF DERIVATIVE LIABILITIES
| October 31, 2023 | (Gain)
for the six months | |||||||
| Note derivative is related to | balance | ended October 31, 2023 | ||||||
| 8/6/21 convertible notes | $ | $ | ( | |||||
| 6/17/22 underwriter warrants | ( | ) | ||||||
| 9/30/22 warrants issued with common stock | ( | ) | ||||||
| 1/6/2023 warrants issued with note payable | ( | ) | ||||||
| 10/11/2023 warrants issued with note payable | ( | ) | ||||||
| Total | $ | $ | ( | ) | ||||
The Black-Scholes option pricing model assumptions for the derivative liabilities during the periods ended October 31, 2023 and 2022 consisted of the following:
SCHEDULE OF DERIVATIVE AND WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD
Period Ended October 31, 2023 | Period Ended October 31, 2022 | |||||||
| Expected life in years | ||||||||
| Stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected dividends | % | % | ||||||
Income Taxes
Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized.
| F-12 |
Intangible Assets
Intangible
assets relate to the “Slinger” technology trademark, which the Company purchased on November 10, 2020. The Company also acquired
intangible assets as a part of the Gameface acquisition. These intangible assets include tradenames, internally developed software, and
customer relationships. The acquired intangible assets are amortized based on the estimated present value of cash flows of each class
of intangible assets in order to determine their economic useful life. During the six months ended October 31, 2023, the Company impaired
their intangible assets down to a nominal value of $
Impairment of Long-Lived Assets
In
accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate
that their net book value may not be recoverable. Factors which could trigger impairment review include significant underperformance
relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy
for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.
When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related
asset or group of assets over their estimated useful lives against their respective carrying amount. If those net undiscounted cash flows
do not exceed the carrying amount, impairment, if any, is based on the excess of the carrying amount over the fair value based on the
market value or discounted expected cash flows of those assets and is recorded in the period in which the determination is made. The
Company impaired $
Goodwill
The Company accounts for goodwill in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill not be amortized, but reviewed for impairment if impairment indicators arise and, at a minimum, annually. The Company records goodwill as the excess purchase price over assets acquired and includes any work force acquired as goodwill. Goodwill is evaluated for impairment on an annual basis.
With the adoption of the ASU 2017-04, which eliminates the second step of the goodwill impairment test, the Company tests impairment of goodwill in one step. In this step, the Company compares the fair value of each reporting unit with goodwill to its carrying value. The Company determines the fair value of its reporting units with goodwill using a combination of a discounted cash flow and a market value approach. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the Company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and the Company will not record an impairment charge.
The Company impaired all goodwill as of April 30, 2023.
| F-13 |
The Company accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (ASC 718). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Warrants
The Company grants warrants to key employees and executives as compensation on a discretionary basis. The Company also grants warrants in connection with certain note payable agreements and other key arrangements. The Company is required to estimate the fair value of share-based awards on the measurement date and recognize as expense that value of the portion of the award that is ultimately expected to vest over the requisite service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11.
The warrants granted during the periods ended October 31, 2023 and 2022 were valued using a Black-Scholes option pricing model on the date of grant using the following assumptions:
SCHEDULE OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD
Period Ended October 31, 2023 | Period Ended October 31, 2022 | |||||||
| Expected life in years | years | |||||||
| Stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected dividends | % | % | ||||||
Foreign Currency Translation
Our functional currency is the U.S. dollar. The functional currency of our foreign operations, generally, is the respective local currency for each foreign subsidiary. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Our consolidated statements of comprehensive loss are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive loss in shareholders’ equity. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in other income (loss) in the period in which they occur.
Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.
All common stock equivalents such as shares to be issued for the conversion of notes payable and warrants were excluded from the calculation of diluted earnings per share as the effect is antidilutive.
| F-14 |
The Company has adjusted the diluted EPS for the six and three months ended October 31, 2023 for warrants classified as derivative liabilities in accordance with ASC 260-10-45 as follows. No calculation is necessary for the six and three months ended October 31, 2022 because to do so would be anti-dilutive.
| Six months ended October 31, 2023 | ||||
| Diluted EPS: | ||||
| Net income | $ | |||
| Change in fair value of derivative liability | ( | ) | ||
| Adjusted net loss | $ | ( | ) | |
| Weighted Average Shares Outstanding | ||||
| Adjusted loss per share | $ | ( | ) | |
| Three months ended October 31, 2023 | ||||
| Diluted EPS: | ||||
| Net income to controlling interest | $ | |||
| Change in fair value of derivative liability | ( | ) | ||
| Adjusted net loss | $ | ( | ) | |
| Weighted Average Shares Outstanding | ||||
| Adjusted loss per share | $ | ( | ) | |
Recent Accounting Pronouncements
Recently Adopted
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, goodwill impairment will be tested by comparing the fair value of a reporting unit with its carrying amount, and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2017-04 effective May 1, 2021. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
In December 2019, the FASB issued Accounting Standards Update (“ASU”), 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as the credit quality and underwriting standards of a company’s portfolio. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities the Company does not intend to sell or believes that it is more likely than not they will be required to sell. The ASU can be adopted no later than January 1, 2020 for SEC filers and January 1, 2023 for private companies and smaller reporting companies. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
| F-15 |
In October 2021, the FASB issued ASU 2021-08, “Business Combinations - Accounting for Contract Assets and Contract Liabilities (Topic 805)”. The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
The FASB has issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 provides guidance that an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The standard also provides guidance on how an entity should measure and recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in an interim period. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
Other recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.
Note 4: CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES
Accounts Receivable Concentration
As
of October 31, 2023 and April 30, 2023, the Company had two customers that accounted for
Accounts Payable Concentration
As
of October 31, 2023 and April 30, 2023, the Company had four significant suppliers that accounted for
Note 5: INTANGIBLE ASSETS
Intangible assets reflect only those intangible assets of our continuing operations, and consist of the following:
SCHEDULE OF INTANGIBLE ASSETS
| (in years) | Carrying Value | Amortization | Loss | Value | ||||||||||||||||
| Weighted | ||||||||||||||||||||
| Average Period | October 31, 2023 | |||||||||||||||||||
| Amortization (in years) | Carrying Value | Accumulated Amortization | Impairment Loss | Net Carrying Value | ||||||||||||||||
| Tradenames and patents | $ | $ | $ | $ | | |||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Internally developed software | ||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | ||||||||||||||||
| F-16 |
| (in years) | Carrying Value | Accumulated Amortization | Impairment Loss | Net Carrying Value | ||||||||||||||||
| Weighted | ||||||||||||||||||||
| Average Period | April 30, 2023 | |||||||||||||||||||
| Amortization (in years) | Carrying Value | Accumulated Amortization | Impairment Loss | Net Carrying Value | ||||||||||||||||
| Tradenames and patents | $ | $ | $ | | ||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Internally developed software | ||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | ||||||||||||||||
Amortization
expense for the six months ended October 31, 2023 and 2022 was approximately $
Note 6: ACCRUED EXPENSES
The composition of accrued expenses is summarized below:
SCHEDULE OF ACCRUED EXPENSES
| October 31, 2023 | April 30, 2023 | |||||||
| Accrued payroll | $ | $ | ||||||
| Accrued bonus | ||||||||
| Accrued professional fees | ||||||||
| Other accrued expenses | ||||||||
| Total | $ | $ | ||||||
Note 7: NOTE PAYABLE - RELATED PARTY
The discussion of note payable – related party only includes those that existed as of April 30, 2023. For a discussion of all prior note payable – related party we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.
On
January 14, 2022, the Company entered into two loan agreements with related party lenders, each for $
There
was $
On
January 6, 2023, we sold certain of our inventory including all components, parts, additions and accessions thereto to Yonah Kalfa and
Naftali Kalfa who immediately consigned it back to us in exchange for a payment of $
| F-17 |
Note 8: CONVERTIBLE NOTES PAYABLE
The discussion of convertible notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior convertible notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.
As
of April 30, 2023, all outstanding convertible notes payable had been fully converted into outstanding common shares. On June 17, 2022,
the Company issued shares of common stock in conversion of the $
Note 9: NOTES PAYABLE
The discussion of notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.
On
April 11, 2021, the Company and the lender entered into an agreement whereby the lender converted the promissory note into shares
of Company stock, which were issued to the lender at a
The Company evaluated the conversion option of the note payable to shares under the guidance in ASC 815-40, Derivatives and Hedging, and determined the conversion option qualified for equity classification. The Company also evaluated the profit guarantee under ASC 815, Derivatives and Hedging, and determined it to be a make-whole provision, which is an embedded derivative within the host instrument. As the economic characteristics are dissimilar to the host instrument, the profit guarantee was bifurcated from the host instrument and stated as a separate derivative liability, which is marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivative.
On
the date of conversion, the Company recognized a $
The
fair value of the derivative liability was $
On August 21, 2023, the Company amended its arrangement with MidCity and agreed to issue shares of stock monthly for eight months to settle the profit guarantee under its prior note arrangement from April 2020. The parties agreed to a one-time true-up at March 31, 2024 if any further amounts are due MidCity at that time. As a result of this new agreement with MidCity fixing the terms of the guarantee, the Company has removed the criteria that created a net share settlement issue and thus no longer treats this as a derivative liability. The remaining liability has been adjusted against additional paid in capital at the date of the agreement.
On
February 15, 2022, for and in consideration of $
On
April 1, 2022, the Company entered into a $
Cash Advance Agreements
On July 29, 2022, the Company entered into two merchant cash advance agreements. The details of the merchant cash advance agreements are as follows:
UFS Agreement
The
Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions LLC (“UFS”) pursuant to
which the Company sold $
In order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
| F-18 |
UFS Agreement #2
On
August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $
In order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
Cedar Agreement
The
Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which
the Company sold $
In order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company granted to Cedar a security interest in the following collateral: all accounts, including without limitation, all deposit accounts, accounts receivable and other receivables, chattel paper, documents, equipment, instruments and inventory as those terms are defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
On
January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with one or more
institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd. as agent for the Lenders (the “Agent”)
for the issuance and sale of (i) a note in an aggregate principal amount of up to $
On
October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”)
with the Lenders and the Agent amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by
and among the Company, the Lenders and the Agent to make an additional loan of $
In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to shares of Common Stock at an exercise price of $ per share. The Common Warrants are exercisable six months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
The
Company recorded a derivative liability related to the warrants granted with the October 11, 2023 amendment in the amount of $
| F-19 |
Meged Agreement
On
June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which
the Company sold $
Meged Agreement #2
On
September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the
Company sold $
In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
Note 10: RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances, amounts paid in satisfaction of liabilities, or accrued compensation that has been deferred. The advances are considered temporary in nature and have not been formalized by a promissory note.
The
Company has outstanding notes payable of $
The
Company recognized net sales of $
Note 11: SHAREHOLDERS’ EQUITY (DEFICIT)
Common Stock
The Company has shares of common stock authorized with a par value of $ per share. As of October 31, 2023 and April 30, 2023, the Company had and shares of common stock issued and outstanding, respectively.
For
the period May 1, 2023 through July 31, 2023, the Company issued shares of common stock to ambassadors under their agreements
(
For
the period August 1, 2023 through October 31, 2023, the Company issued shares of common stock for services rendered (),
for settlement with former owners of Gameface and the remaining contingent consideration (), for the exercise of warrants ()
and to satisfy the profit guarantee on a note (). In addition, we issued to satisfy our requirement under the
Equity Transactions During the Year Ended April 30, 2023
The Company has issued an aggregate of shares of its common stock consisting of the following:
| On June 15, 2022, the Company issued shares of common stock to the Convertible Noteholders upon conversion of convertible notes. | ||
| On June 15, 2022, the Company issued shares to investors who participated in the Company’s Nasdaq uplist round. | ||
| On June 27, 2022, the Company issued shares of common stock to Gabriel Goldman for consulting services performed in the first quarter of calendar 2022. Gabriel Goldman became a director of the Company on June 15, 2022. | ||
| On June 27, 2022, the Company issued shares of common stock to the former Gameface shareholders in connection with the purchase of Gameface. | ||
| On August 25, 2022, the Company issued shares of common stock to Midcity Capital Ltd (“Midcity”) pursuant to a cashless conversion of warrants Midcity received from its warrant agreement with the Company dated March 2020. |
| F-20 |
| On
September 28, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with
a single institutional investor (the “Investor”) for the issuance and sale of (i) shares of common stock and (ii)
pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of | ||
| On October 12, 2022, the Company issued shares of common stock, on November 21, 2022 issued shares of common stock and January 26, 2023 issued shares of common stock in connection with the acquisition of PlaySight. | ||
| On January 26, 2023, the Company issued shares of common stock for services rendered to their ambassadors. |
The Company granted the following warrants for the six months ended October 31, 2023:
The
Company granted warrants to a consultant for services valued at $
The
Company granted their investor an additional warrants as a result of our reset provisions in the warrant agreements dated September
28, 2022. The Company recognized an $
The Company granted warrants in the amended loan agreement on October 1, 2023.
Warrants Granted During the Year Ended April 30, 2023
On
September 28, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a
single institutional investor (the “Investor”) for the issuance and sale of (i) shares of common stock and (ii) pre-funded
warrants (the “Pre-Funded Warrants”) to purchase an aggregate of
| F-21 |
On
January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with one or more
institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd. as agent for the Lenders (the “Agent”)
for the issuance and sale of (i) a note in an aggregate principal amount of up to $
Note 12: COMMITMENTS AND CONTINGENCIES
Leases
The
Company leases office space under short-term leases with terms under a year. Total rent expense for the six months ended October 31,
2023 and 2022 amounted to $
Contingencies
In
connection with the Gameface acquisition on February 2, 2022, the Company agreed to earn-out consideration of common shares of the Company’s
common stock with a fair value of $
The
Company issued
common shares to the former Gameface shareholders in June 2022. The remaining balance of the contingent consideration of $
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes would individually or taken together have a material adverse effect on the Company’s business or financial statements.
On
February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court
for the Southern District of New York seeking damages (i) in the amount of $
Except for the Oasis lawsuit against Mike Ballardie, we know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has a material interest adverse to us.
| F-22 |
Nasdaq Compliance
On
July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s
stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy
the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’
equity be at least $
The Company offers no assurance that it will regain compliance with the Bid Price Rule, the Minimum Stockholders’ Equity Requirement and/or any other delinquency in a timely manner.
Note 13: DISCONTINUED OPERATIONS
On November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased % of the issued and outstanding shares of PlaySight from the Company in exchange for .
On
December 5, 2022, the Company assigned
The Company accounted for these sales as a disposal of a business under ASC 205-20-50-1(a). The Company had reclassified the operations of PlaySight and Foundation Sports as discontinued operations as the disposal represents a strategic shift that will have a major effect on the Company’s operations and financial results.
The Company reclassified the following operations to discontinued operations for the six and three months ended October 31, 2022.
SCHEDULE OF DISCONTINUED OPERATIONS
Six months ended October 31, 2022 | ||||
| Revenue | $ | |||
| Operating expenses | ||||
| Other (income) loss | ( | ) | ||
| Net loss from discontinued operations | $ | ( | ) | |
Three months ended October 31, 2022 | ||||
| Revenue | $ | |||
| Operating expenses | ||||
| Other (income) loss | ( | ) | ||
| Net loss from discontinued operations | $ | ( | ) | |
Note 14: SUBSEQUENT EVENTS
From November 1, 2023 through the date hereof, the Company issued the following shares of common stock:
| - | shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants; | |
| - | shares of common stock to Midcity to settle the profit guarantee under its prior note arrangement from April 2020; and | |
| - | shares of common stock to Sapir LLC as compensation for services performed pursuant to a consulting agreement, as amended and restated on April 30, 2020. |
On
November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which
the Company sold $
In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
| F-23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended April 30, 2023. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information” elsewhere in this report. Because this discussion involves risks and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. On August 23, 2019, the majority owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”), which was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger Bag Americas acquired 2,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownership of Slinger Bag Americas to Lazex in exchange for the 2,000,000 shares of Lazex acquired on August 23, 2019. As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 2,000,000 shares of common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.
On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company incorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada.
On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2021, Zehava Tepler, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.
Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one forward split of its outstanding shares of common stock. All share and per share information contained in this report have been retroactively adjusted to reflect the impact of the stock split.
On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”).
On February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd. (“Gameface”). As a result of the share purchase agreement, Gameface would become a wholly owned subsidiary of the Company.
On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”). As a result of the merger agreement, PlaySight became a wholly owned subsidiary of the Company.
On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references to the outstanding stock have been retrospectively adjusted to reflect this reverse split. The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market.
On November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company. Gabriel and Rohit were members of the audit and compensation committees. Gabriel Goldman was a member of the Company’s Nominating and Corporate Governance Committee. Neither Gabriel nor Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
| 1 |
On December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in cash. As of December 5, 2022, the results of Foundation Sports were no longer be consolidated in the Company’s financial statements, the Company recorded a loss on the sale and the investment is now accounted for as an equity method investment. On December 5, 2022, the Company analyzed this investment and established a reserve for the investment at the full amount of $500,000.
On November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees, tax authorities and any other (past, current and future) creditors of PlaySight; (2) waiver by the Buyer of 100% of the personal consideration owed to them under their employment agreements in the total amount of U.S. $600,000 (which would have been increased in December 2022 to U.S. $800,000); and (3) cash consideration of U.S. $2 million to be paid to the Company as follows:
| (i) | a promissory note in the amount of U.S. $2 million issued and delivered to the Company (the “Promissory Note”). | |
| (ii) | The maturity due date of the Promissory Note is December 31, 2023 subject to a one year extension in the discretion of the Buyer until December 31, 2024. | |
| (iii) | The Promissory Note can be partially paid over the time, but in the event it is not paid in full by December 31, 2024, then the remaining amount due (i.e. U.S. $2 million less any amount paid), will be converted into ordinary shares of PlaySight (the “Deposited Shares”), which will be deposited with the escrow company of Altshuler Shaham Trust Ltd. (the “Escrow Agent”) for the benefit of the Company or, at the election of the Company, issued in the form of a stock certificate or recorded in some other market-standard format to be held by the Escrow Agent. | |
| (iv) | The number of the Deposited Shares shall be determined according to the post-money valuation of the last investment round of the Company, and in the absence of such investment round, the total number of the Deposited Shares shall be $2 million divided by the Company’s valuation to be determined at that time by a third party appraiser, to be nominated by both the Company and the Buyer (the “Appraiser”). The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e., E&Y, KPMG, PWC and Deloitte). The Company and the Buyer have agreed to split the cost of the Appraiser. |
The Company also released PlaySight from all of its obligations (except for those created by the Agreement) in respect of the Company, including any inter-company debts on the books, and the Buyer has released the Company from all of its obligations (except for those created by the Agreement) in respect of PlaySight and the Buyer.
The total loss on disposal of Foundation Sports and PlaySight amounted to $41,413,892 in the year ended April 30, 2023.
In April 2023, the Company determined that the technology utilized in Gameface would take substantially more financial resources and more time to bring to market and achieve profitability than originally anticipated. As a result, the goodwill and intangible assets related to Gameface were fully impaired as of April 30, 2023, resulting in an impairment loss of $11,421,817. The Company previously classified Foundation Sports in continuing operations, until December 5, 2022 when they sold 75% of Foundation Sports back to the original owners at which time it deconsolidated this subsidiary and recorded a loss on the sale. The Company also determined to dispose of the PlaySight entity during the year ended April 30, 2023. The Company completed the sale in November 2022 and recorded a loss on the sale at that time. The total loss on disposal of Foundation Sports and PlaySight amounted to $41,413,892 in the year ended April 30, 2023. The Company impaired all goodwill as of April 30, 2023.
| 2 |
On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.
On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.
In order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
On September 13, 2023, the Company held a special meeting of stockholders in which the following items were approved: (i) the issuance of (i) 25,463 shares of the our common stock, par value $0.001 per share, that were issued on October 3, 2022, and, (ii) 295,051 shares of our common stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.00001 per share, (iii) 320,513 shares of common stock issuable upon the exercise of 5-Year Warrants at an exercise price of $15.60 per share, (iv) 641,026 shares of common stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $17.20 per share and (v) 452,489 shares of our common stock issuable upon the exercise of 5.5 Year Warrants at an exercise price per share equal to $8.84 per share to Armistice Capital Master Fund Ltd and (ii) a reverse stock split of our common stock within a range of one (1)-for-ten (10) to one (1)-for-forty (40) (“Reverse Stock Split”), with the Board of Directors of the Company to set the specific ratio and determine the date for the reverse stock split to be effective and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time within 12 months of the special meeting date. The Company effected a 1-for-40 reverse stock split of its common stock on September 25, 2023.
On September 25, 2023, as a result of the shareholder approval obtained at the special meeting of stockholders on September 13, 2023 and the Reverse Stock Split, the aggregate number of Pre-Funded Warrants, 5-Year Warrants, 5.5-Year Warrants and 7-Year Warrants increased from 1,709,097 to 9,426,952 due to certain adjustments that were required to be made by the terms of the relevant warrants in the event of receipt of shareholder approval and the occurrence of the Reverse Stock Split.
On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.
In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
| 3 |
On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.
In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with a one or more institutional investors (the “Lenders”) and a certain institutional investor, as agent for the Lenders (the “Agent”) amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan.
In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable six months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
On October 12, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to reduce the percentage of shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute a quorum for the transaction of any business from a majority to thirty three and one third percent (33 1/3%).
The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred to as the “Company.”
The Company operates in the sports equipment and technology business. The Company is the owner of the Slinger Bag Launcher, which is comprised of a portable tennis ball launcher, a portable padel tennis ball launcher and a portable pickleball launcher and Gameface, providing AI technology and performance analytics for sports.
| 4 |
Results of Operations for the Three Months Ended October 31, 2023 and 2022
The following are the results of our operations for the three months ended October 31, 2023 as compared to 2022:
| For the Three Months Ended | ||||||||||||
| October 31, 2023 | October 31, 2022 | Change | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Net sales | $ | 2,295,918 | $ | 2,443,821 | $ | (147,903 | ) | |||||
| Cost of sales | 1,648,955 | 2,156,780 | (507,825 | ) | ||||||||
| Gross Profit | 646,943 | 287,041 | 359,922 | |||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | 305.037 | 347,129 | (42,092 | ) | ||||||||
| General and administrative expenses | 1,616,325 | 4,436,860 | (2,820,535 | ) | ||||||||
| Research and development costs | - | 14,980 | (14,980 | ) | ||||||||
| Total operating expenses | 1,921,362 | 4,798,969 | (2,877,607 | ) | ||||||||
| Loss from operations | (1,274,399 | ) | (4,511,928 | ) | 3,237,529 | |||||||
| Other expenses (income): | ||||||||||||
| Amortization of debt discounts | (13,070 | ) | - | (13,070 | ) | |||||||
| Loss on conversion of accounts payable to common stock | - | - | - | |||||||||
| Gain on change in fair value of derivative liability | 14,800,253 | 3,100,102 | 11,700,151 | |||||||||
| Derivative expene | (11,398,589 | ) | (7,280,405 | ) | (4,118,184 | ) | ||||||
| Interest expense - related party | - | (21,293 | ) | (21,293 | ) | |||||||
| Interest expense | (352,076 | ) | (406,277 | ) | 54,201 | |||||||
| Total other (income) expense | 3,036,518 | (4,607,873 | ) | 7,644,391 | ||||||||
| Net loss from continuing operations | $ | 1,762,119 | $ | (9,119,801 | ) | $ | 10,881,920 | |||||
Net sales
Net sales decreased $147,903, or 6%, during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. The decrease was due to the inventory becoming depleted in 2023 due to higher than planned sales orders. Orders received but not invoiced in 2023 were $207,700. Had inventory been at our normal levels, sales would have been greater in this three month period.
Cost of sales and Gross income
Cost of sales decreased $507,826 or 24% during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022, which is primarily due to the reduction in net sales coupled with the reduction in container rates and shipping costs from Asia. Gross income increased $359,922, or 25%, during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022 due to the decrease in cost of sales resulting from reduced container rates, ocean freight and import duties.
Selling and marketing expenses
Selling and marketing expenses decreased $49,092, or 12%, during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. This decrease is largely driven by a decrease in social media advertising, sponsorships, and other investments in our public relations presence, all based on lower cash flows being generated by lower net sales. In addition, Slinger Bag ambassador agreements came to an end contributing to the overall reduction in marketing expense.
| 5 |
General and administrative expenses
General and administrative expenses, which primarily consist of compensation (including share-based compensation) and other employee-related costs, as well as legal fees and fees for professional services, decreased $2,820,535 or 64% during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. This decrease is primarily driven by a decrease in share-based compensation as well as in both headcount and legal costs related to the prior year acquisitions we had.
Research and development costs
Research and development costs decreased $14,980 or 100% during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. This decrease is primarily driven by our need to pause all development activity in the period due to limited cash flow being available for investment.
Loss From Operations
Loss from operations improved $3,237,529 or 72% in the three months ended 31 October, 2023 as compared to the three months ended October 31, 2022. This improvement was driven by a combination of increased gross income $359,922 or 125% coupled with a reduction in total operating expenses of $2,877,607 or 60%.
Other expense
Total other expense decreased $7,644,391 during the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. We recorded a gain in fair value of derivatives of $14,800,253 compared to $3,100,102 in the same period in 2022. Excluding these gains during the periods to October 31,2023 and 2022, we had other expenses totaling $11,763,735 and $7,280,405) respectively. The increases in other expenses for the three months ended October 31, 2023 as compared to October 31, 2022 was a reduction in amortization of debt discounts and interest as well as an expense related to derivative liability.
| 6 |
Results of Operations for the Six Months Ended October 31, 2023 and 2022
The following are the results of our operations for the six months ended October 31, 2023 as compared to 2022:
| For the Six Months Ended | ||||||||||||
| October 31, 2023 | October 31, 2022 | Change | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Net sales | $ | 5,416,149 | $ | 6,027,157 | $ | (611,008 | ) | |||||
| Cost of sales | 3,876,437 | 4,718,824 | (842,387 | ) | ||||||||
| Gross Profit | 1,539,712 | 1,308,333 | 231,739 | |||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | 547,390 | 1,103,952 | (556,562 | ) | ||||||||
| General and administrative expenses | 4,121,385 | 7,751,470 | (3,630,085 | ) | ||||||||
| Research and development costs | - | 34,405 | (34,405 | ) | ||||||||
| Total operating expenses | 4,668,775 | 8,889,827 | (4,221,052 | ) | ||||||||
| Loss from operations | (3,129,063 | ) | (7,581,494 | ) | 4,452,431 | |||||||
| Other expenses (income): | ||||||||||||
| Amortization of debt discounts | (790,262 | ) | (2,872,222 | ) | 2,081960 | |||||||
| Loss on conversion of accounts payable to common stock | (289,980 | ) | - | (289,980 | ) | |||||||
| Gain on change in fair value of derivative liability | 16,944,807 | 6,787,597 | 10,157,210 | |||||||||
| Derivative expense | (11,398,589 | ) | (7,280,405 | ) | (4,118,184 | ) | ||||||
| Interest expense - related party | - | (82,414 | ) | (82,414 | ) | |||||||
| Interest expense | (421,559 | ) | (597,580 | ) | 176,021 | |||||||
| Total other (income) expense | 4,044,417 | (4,0451,024 | ) | 8,089,441 | ||||||||
| Net loss from continuing operations | $ | 915,354 | $ | (15,289,998 | ) | $ | 16,205,352 | |||||
Net sales
Net sales decreased $611,008, or 10%, during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. The decrease was due to the inventory becoming depleted in 2023 due to higher than planned sales orders.
Cost of sales and Gross income
Cost of sales decreased $842,387 or 18% during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022, which is primarily due to the reduction in net sales. Gross income increased $231,379, or 18%, during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022 due to the cost of sales resulting from reduced container rates, ocean freight and import duties.
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Selling and marketing expenses
Selling and marketing expenses decreased $556,562, or 50%, during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. This decrease is largely driven by a decrease in social media advertising, sponsorships, and other investments in our public relations presence based on lower cash flows being generated by lower net sales. In addition, all Slinger Bag ambassador agreements came to an end contributing to a reduction in overall marketing expense.
General and administrative expenses
General and administrative expenses, which primarily consist of compensation (including share-based compensation) and other employee-related costs, as well as legal fees and fees for professional services, decreased $3,630,085 or 47% during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. This decrease is primarily driven by a decrease in share-based compensation as well as in both headcount and legal costs related to the prior year acquisitions.
Research and development costs
Research and development costs decreased $34,405 or 100% during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. This decrease is primarily driven by our need to pause all development activity in the period due to limited cash flow being available for investment.
Loss from Operations
Loss from operations improved $4,452,431 or 59% in the six months ended 31 October 2023 as compared to the six months ended October 31, 2022. This improvement was driven by a combination of increased gross income $231,379 or 18% coupled with a reduction in total operating expenses of $4,221,052 or 59%.
Other expense
Total other expense decreased $8,089,441 or 200% during the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. We recorded a gain in fair value of derivatives of $16,944,807 compared to $6,787,597 in the same period in 2022. Excluding these gains during the periods to October 31,2023 and 2022, we had other expenses totaling $12,900,390 and $10,832,621 respectively. The increases in these other expenses for the six months ended October 31, 2023 as compared to October 31, 2022 was a reduction in amortization of debt discounts, interest and interest paid to related parties offset by increased expenses in loss on conversion of accounts payable to common stock and derivative liability expenses.
Liquidity and Capital Resources
Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We had an accumulated deficit of $150,835,256 as of October 31, 2023, and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
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The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock. In respect to additional financing, refer to the consolidated financial statements herein. In the event that the Company is unable to successfully raise capital and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan until it is able to obtain sufficient financing. There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all.
The following is a summary of our cash flows from operating, investing and financing activities for the six months ended October 31, 2023 and 2022:
| For the Six Months Ended | ||||||||
| October 31, 2023 | October 31, 2022 | |||||||
| Net cash provided by operating activities | $ | (648,056 | ) | $ | (6,496,591 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash (used in) financing activities | 654,479 | (5,345,073 | ) | |||||
We had cash and cash equivalents of 285,861 as of October 31, 2023, as compared to $202,095 as of April 30, 2023.
Net cash used in operating activities was $(648,056) during the six months ended October 31, 2023, as compared to net cash used in operating activities of $(5,999,452) during the same period in 2022. Our net cash used in operating activities during the six months ended October 31, 2023 was primarily the result of our net income of $915,354 for the period, partially offset by our net non-cash expenses of ($3,553,747), incorporating the change in fair value of derivative liability, reductions in shares and warrants issued for services, share-based compensation, amortization of debt discounts, interest and interest due to related parties, settlement expense, loss on depreciation, amortization and impairment expenses, as well as changes in our current assets and liabilities related to our operations. The most notable changes occurred in in our accounts receivables. inventory and prepaid inventory significantly decreased in the six month periods, as well as a significant increase in other current liabilities and an increases in accounts payable related to our cash flow issues during the respective periods.
Our net cash used in operating activities during the six months ended October 31, 2022 was primarily the result of our net loss of $15,289,998 for the period and our net non-cash expenses of $4,026,866 as well as the changes in our operating current assets and liabilities.
We incurred no investing activities in either of the six-month periods ended October 31, 2023 and 2022.
Net cash used in financing activities was $654,749 for the six months ended October 31, 2023, as compared to net cash provided by financing activities of $5,345,073 for the same period in 2022. The changes is financing activities for the six months ended October 31, 2023 primarily consisted of $1,276,000 proceeds from notes payable, offset by $556,025 in payments of notes payable to related parties and $65,496 in payments of notes payable. Changes in financing activities for the six months ended October 31, 2022 consisted of proceeds of $9,194,882 resulting from issuance of common stock, offset with $14,133 in payments of notes to related parties and $3,835,676 in payment of notes payable.
On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.
On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.
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In order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.
In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with a one or more institutional investors (the “Lenders”) and a certain institutional investor, as agent for the Lenders (the “Agent”) amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan.
In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable six months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
Description of Indebtedness
Notes Payable – Related Party
On January 14, 2022, the Company entered into two loan agreements with Yonah Kalfa and Naftali Kalfa, each for $1,000,000, pursuant to which the Company received a total amount of $2,000,000. The loans bear interest at a rate of 8% per annum and are required to be repaid in full by July 31, 2024 or such other date as may be accepted by the lenders. The Company is not permitted to make any distribution or pay any dividends unless or until the loans are repaid in full.
There were $1,398,775 and $1,953,842 in outstanding borrowings from the Company’s related parties for the period ended October 31, 2023 and 2022, respectively. Accrued interest due to related parties as of October 31, 2023 and 2022 amounted to $917,957 and $917,957, respectively.
On January 6, 2023, we sold certain of our inventory including all components, parts, additions and accessions thereto to Yonah Kalfa and Naftali Kalfa who immediately consigned it back to us in exchange for a payment of $103 per ball launcher we sell until we have paid them an aggregate total of $2,092,700, which represents payment in full of the principal amounts of the Loan Agreements (as defined below) and certain other expenses they incurred in connection with the Company.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Effect of Inflation and Changes in Prices
We do not believe that inflation and changes in prices will have a material effect on our operations.
Going Concern
Our independent registered public accounting firm auditors’ report accompanying our April 30, 2023 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide this information.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as the Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act 13a-15, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.
Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of October 31, 2023 due to the material weaknesses that were identified and listed below.
Changes in Internal Control Over Financial Reporting
In connection with our management’s assessment of controls over financial reporting during the year ended April 30, 2023, we identified the following material weaknesses:
| ● | The Company lacks adequate segregation of duties due to the small size of the organization. Further, the Company lacks an independent Board of Directors or Audit Committee to ensure adequate monitoring or oversight. | |
| ● | The Company lacks accounting resources and controls to prevent or detect material misstatements. Specifically, the Company continues to have a material weakness in our controls over accounting for inventory due to a lack of controls over ensuring inventory movement was being processed accurately and in a timely manner, which resulted in significant audit adjustments relating to the value of our inventory and cost of sales. Further, while the Company engages service providers to assist with U.S. GAAP compliance the Company lacks resources with adequate knowledge to oversee those services. Lastly, the Company does not have sufficient resources to complete timely reconciliations and transactional reviews, which resulted in delays in the financial reporting process in the prior year. |
To remediate the material weaknesses, we have initiated compensating controls in the near term and are enhancing and revising our existing controls, including ensuring we have sufficient management review procedures and adequate segregation of duties. These controls are still in the process of being implemented. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded they are operating effectively. As a result, the material weaknesses continue to be listed as of October 31, 2023.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper. On June 30, 2023, the United States District Court for the Southern District of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint. On July 31, Oasis filed an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. The Company believes the claims made in the amended complaint are without merit and the Company and Mike Ballardie are vigorously defending itself.
Except for the Oasis lawsuit against Mike Ballardie, we know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has a material interest adverse to us.
None of our executive officers or directors have (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or (iv) been found to have violated any Federal, state or provincial securities or commodities law and such finding has not been reversed, suspended or vacated.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A. included in our Annual Report on Form 10-K for the year ended April 30, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following information relates to all securities issued or sold by us since during the reporting period not registered under the Securities Act of 1933, (the “Securities Act”) pursuant to an exemption from the registration requirements of the Securities Act contained in Section 3(b) or 4(a)(2) thereof.
On August 1, 2023, the Company issued 31,042 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On August 17, 2023, the Company issued 1,876 shares of common stock to Rodney Rapson as compensation for Mr. Rapson’s advisory services under the advisory agreement between the Company and Mr. Rapson.
On August 31, 2023, the Company issued 42,500 shares of common stock to Midcity to settle the profit guarantee under its prior note arrangement from April 2020.
On September 18, 2023, the Company issued 125,134 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On September 19, 2023, the Company issued 9,444 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 10, 2023, the Company issued 72,433 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 10, 2023, the Company issued 31,599 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 12, 2023, the Company issued 119,197 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 12, 2023, the Company issued 86,504 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 12, 2023, the Company issued 375 shares of common stock as compensation to one of its ambassadors.
On October 17, 2023, the Company issued 43,185 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 18, 2023, the Company issued 245,000 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 19, 2023, the Company issued 473,000 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 20, 2023, the Company issued 339,450 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On October 23, 2023, the Company issued 1,676 shares of common stock to the former shareholders of Gameface. These were shares that were retained when the Company closed the Gameface acquisition in January 2022 against any claims against Gameface that would arise in 18 months following the acquisition of Gameface. No claims arose and the Company therefore released the shares.
On October 23, 2023, the Company issued 109 shares of common stock to a former shareholder of Gamefact in exchange for his shares of Gameface. This issuance of shares was delayed until October 23, 2023 due to administrative oversight.
On October 27, 2023, the Company issued 42,500 shares of common stock to Midcity to settle the profit guarantee under its prior note arrangement from April 2020.
On November 6, 2023, the Company issued 38,459 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 7, 2023, the Company issued 8,425 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 8, 2023, the Company issued 250,000 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 9, 2023, the Company issued 145,468 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 13, 2023, the Company issued 45,987 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 13, 2023, the Company issued 42,500 shares of common stock to Midcity to settle the profit guarantee under its prior note arrangement from April 2020.
On November 14, 2023, the Company issued 224,472 shares of common stock to Sapir LLC as compensation for services performed pursuant to a consulting agreement, as amended and restated on April 30, 2020.
On November 13, 2023, the Company issued 40,833 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 17, 2023, the Company issued 32,157 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 20, 2023, the Company issued 214,618 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
On November 21, 2023, the Company issued 62,952 shares of common stock to Armistice upon the exercise of its Pre-Funded Warrants.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety disclosures
Not applicable.
Item 5. Other Information
On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.
In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.
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Item 6. Exhibits
| 13 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CONNEXA SPORTS TECHNOLOGIES INC. | ||
| Dated: November 27, 2023 | By: | /s/ Mike Ballardie |
| Mike Ballardie | ||
| President and Chief Executive Officer | ||
| Dated: November 27, 2023 | By: | /s/ Mike Ballardie |
| Mike Ballardie | ||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
| 14 |
Exhibit 3.1
Exhibit 10.4
Exhibit 10.5
Exhibit 31.1
CERTIFICATION
Pursuant to Rule 13a-14(a) and 15d-14(a)
Under the Securities Exchange Act of 1934, as Amended
I, Mike Ballardie, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Connexa Sports Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 27, 2023 | |
| /s/ Mike Ballardie | |
| Mike Ballardie | |
| President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
Pursuant to Rule 13a-14(a) and 15d-14(a)
Under the Securities Exchange Act of 1934, as Amended
I, Mike Ballardie, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Connexa Sports Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 27, 2023 | |
| /s/ Mike Ballardie | |
| Mike Ballardie | |
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report (the “Report”) of Connexa Sports Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof, I, Mike Ballardie, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report. |
Date: November 27, 2023
| By: | /s/ Mike Ballardie | |
| Mike Ballardie | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report (the “Report”) of Connexa Sports Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof, I, Jason Seifert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report. |
Date: November 27, 2023
| By: | /s/ Mike Ballardie | |
| Mike Ballardie | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |