Airwa Inc 8-K, filed Sep 18, 2023
Airwa Inc. (YYAI)
About this 8-K
Airwa Inc filed this 8-K on September 18, 2023, reporting on events of September 13, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On September 13, 2023, Connexa Sports Technologies Inc. (the “Company”) held a virtual special meeting of stockholders at 10:00 a.m. Eastern Time (the “Special Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on August 11, 2023 and the Company’s definitive proxy statement filed with a correction on September 6, 2023. As of August 2, 2023, the record date of the Special Meeting, there were a total of 22,373,529 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 13,481,781 shares of Common Stock were represented in person or by proxy, constituting a quorum.
At the Special Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:
Proposal One: Share Issuance Proposal
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of (i) 1,018,510 shares of Common Stock that were issued on October 3, 2022, (ii) 11,802,002 shares of Common Stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.00001 per share, (iii) 12,820,512 shares of Common Stock issuable upon the exercise of 5-Year Warrants at an exercise price of $0.39 per share, (iv) 25,641,024 shares of Common Stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $0.43 per share, and (v) 18,099,548 shares of Common Stock issuable upon the exercise of 5.5 Year Warrants at an at an exercise price per share equal to $0.221 per share.
The Share Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 11,948,769 | 151,246 | 2,335 |
Proposal Two: Reverse Stock Split Proposal
To (i) authorize a reverse stock split of the 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 split to be effective, and (ii) authorize 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 approval of this proposal.
The Reverse Stock Split Proposal was approved by the Company’s stockholders. The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 12,775,186 | 706,595 | 0 |
Proposal Three: Adjournment Proposal
To authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve and adopt the Share Issuance Proposal and the Reverse Stock Split Proposal.
The Adjournment Proposal was approved by the Company’s stockholders. The voting results were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 12,870,901 | 600,805 | 10,075 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONNEXA sPORTS tECHNOLOGIES inc. | ||
| Dated: September 18, 2023 | By: | /s/ Mike Ballardie |
| Name: | Mike Ballardie | |
| Title: | Chief Executive Officer | |