What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-09-14 compared with 2023-05-17 · 299 added, 423 removed, 1111 unchanged (39% of the section changed)

12 unchanged sentences

depend on the strength of our brands.

expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and

Gameface, and those we have agreements to license technology, including PlaySight and Foundation Sports.

The reputation and integrity of our

brands are essential to the success of our business.

We believe that our consumers value the status and reputation of brands we

promote, and the superior quality, performance, functionality and durability that our brands represent.

Building, maintaining and

enhancing the status and reputation of our brands’ image is important to expanding our consumer base.

Our continued success

and growth depend on our ability to protect and promote our brands, which, in turn, depends on factors such as the quality,

performance, functionality and durability of our products and services, our communication activities, including advertising and

public relations, and our management of the consumer experience, including direct interfaces through customer service and warranty

We may decide to make substantial investments in these areas in order to maintain and enhance our brand, and such

investments may not be successful.

expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and Gameface.

The reputation and integrity of our brands are essential to the success of our business.

We believe that our consumers value the status

and reputation of brands we promote, and the superior quality, performance, functionality and durability that our brands represent.

maintaining and enhancing the status and reputation of our brands’ image is important to expanding our consumer base.

Our continued

success and growth depend on our ability to protect and promote our brands, which, in turn, depends on factors such as the quality, performance,

functionality and durability of our products and services, our communication activities, including advertising and public relations,

and our management of the consumer experience, including direct interfaces through customer service and warranty repairs.

We may decide

to make substantial investments in these areas in order to maintain and enhance our brand, and such investments may not be successful.

Additionally,

48 unchanged sentences

results of operation may be adversely affected by political, economic and military instability in Israel.

A portion of our operations, including product development, is based in Israel.

Our research and development is conducted through

our Israeli subsidiary and our chief marketing officer and chief innovation officer are both located in Israel.

Accordingly, political, economic and military conditions

in Israel directly affect our business.

portion of our operations, including product development, is based in Israel.

Our research and development is conducted through our Israeli

subsidiary and our chief marketing officer and chief innovation officer are both located in Israel.

Accordingly, political, economic

and military conditions in Israel directly affect our business.

economic and military conditions in Israel may directly affect our business.

33 unchanged sentences

facility was shut down for three months, which caused some unforeseen delays in manufacturing and delivery of our products.

However, there

may be further outbreaks of the Coronavirus and other diseases and epidemics, which may cause further delays and shutdowns.

there may be further outbreaks of the Coronavirus and other diseases and epidemics, which may cause further delays and shutdowns.

in turn, will negatively affect our revenue and increase our expenses and costs.

18 unchanged sentences

rely heavily on supply chain reliability and predictability in producing, transporting and delivering our products.

pandemic, Ukraine war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages in

the shipping, trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors

have all contributed to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products.

are unable to reliably and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store

our products in which case, we will have to reverse sales and issue refunds to purchasers of our products.

The COVID-19 pandemic,

Ukraine war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages in the shipping,

trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors have all contributed

to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products.

If we are unable to reliably

and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products in which case,

we will have to reverse sales and issue refunds to purchasers of our products.

Changes in U.S.

international trade policies, including to import tariffs and trade policies and agreements, to address supply chain issues or

otherwise could also have a significant impact on our activities both in the United States and internationally.

disruptions, both domestic and international, have adversely impacted our operations.

Continued disruptions in our supply chain and

adverse consequences from aggressive trade policies could have a material adverse impact on our profitability and financial

and international trade policies, including

to import tariffs and trade policies and agreements, to address supply chain issues or otherwise could also have a significant impact

on our activities both in the United States and internationally.

Supply chain disruptions, both domestic and international, have adversely

impacted our operations.

Continued disruptions in our supply chain and adverse consequences from aggressive trade policies could have

a material adverse impact on our profitability and financial performance.

face risks associated with operating in international markets.

20 unchanged sentences

foreign currency fluctuations.

growth of our business depends on the successful execution of our growth strategy, and our efforts to expand internationally by growing our e-commerce business.

We are focused on developing

an integrated Play and Learn platform under our Connexa brand.

The Platform will bring together our owned offerings of Gameface AI and

Slinger Bag, and incorporate elements of our licensed offering of PlaySight and Foundation Sports, under the umbrella of the Connexa brand.

We believe our success will in large part depend on our ability to develop a cohesive platform that integrates elements of performance

analysis from each.

We may face difficulties integrating the technology and offerings from each brand in order create a cohesive business.

For example, users of the Slinger Bag may view us a sporting goods company and choose not to engage with our technology offerings from

the Gameface AI brand, and users of our Gameface AI app services may not purchase our ball launchers.

current growth strategy depends on our ability to continue to expand our reach geographically in a number of international regions

in Asia, Europe, North America, Africa and Australia.

This growth strategy is contingent upon our ability to continually introduce

our products to new markets.

The implementation of higher tariffs, quotas or other restrictive trade policies in any international

regions in which we seek to operate could adversely affect our ability to commence new international operations, which could have an

adverse impact on our growth strategy.

Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in

various countries and, as a result, sales of our products may not be, or may take time to become, successful, and gross margins on

those net sales may not be in line with what we currently experience.

Our ability to execute our international growth strategy,

especially where we are not yet established, depends on our ability to understand regional market demographics, and we may not be

able to do so.

If we are unable to develop the

integrated Play and Learn platform and expand our business internationally, our growth strategy and our financial results could be materially

adversely affected.

growth of our business depends on the successful execution of our growth strategy, and our efforts to expand internationally by growing

our e-commerce business.

are focused on developing an integrated Play and Learn platform under our Connexa brand.

The Platform will bring together our owned offerings

of Gameface and Slinger Bag under the umbrella of the Connexa brand.

We believe our success will in large part depend on our ability

to develop a cohesive platform that integrates elements of performance analysis from each.

We may face difficulties integrating the technology

and offerings from each brand in order create a cohesive business.

For example, users of the Slinger Bag may view us a sporting goods

company and choose not to engage with our technology offerings from the Gameface brand, and users of our Gameface AI app services may

not purchase our ball launchers.

current growth strategy depends on our ability to continue to expand our reach geographically in a number of international regions in

Asia, Europe, North America, Africa and Australia.

This growth strategy is contingent upon our ability to introduce our products

to new markets.

The implementation of higher tariffs, quotas or other restrictive trade policies in any international regions in which

we seek to operate could adversely affect our ability to commence new international operations, which could have an adverse impact on

our growth strategy.

Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in various countries and,

as a result, sales of our products may not be, or may take time to become, successful, and gross margins on those net sales may not be

in line with what we currently experience.

Our ability to execute our international growth strategy, especially where we are not yet

established, depends on our ability to understand regional market demographics, and we may not be able to do so.

we are unable to develop the integrated Play and Learn platform and expand our business internationally, our growth strategy and our

financial results could be materially adversely affected.

we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitability

14 unchanged sentences

may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

of our growth strategy is to introduce new consumers, including young consumers, to the Connexa brand.

If we are unable to attract new

consumers, including young consumers, our business and results of operations may be adversely affected as our core consumers’ age

increases and purchasing frequency decrease.

Initiatives and strategies intended to position our brand to appeal to new and young consumers

may not appeal to our core consumers and may diminish the appeal of our brand to our core consumers, resulting in reduced core consumer

of our growth strategy is to introduce new consumers, including young consumers, to our brands.

If we are unable to attract new consumers,

including young consumers, our business and results of operations may be adversely affected as our core consumers’ age increases

and purchasing frequency decrease.

Initiatives and strategies intended to position our brand to appeal to new and young consumers may

not appeal to our core consumers and may diminish the appeal of our brand to our core consumers, resulting in reduced core consumer loyalty.

If we are unable to successfully appeal to new and young consumers while maintaining our brand’s image with our core consumers,

52 unchanged sentences

running branded sporting goods.

The loss of any key member of our management team or other key

employees could hinder or delay our ability to implement our growth strategy effectively.

Further, if we are unable to attract appropriately

qualified new personnel, including a chief financial officer, we may not be successful in implementing our growth strategy.

instance, our profitability and financial performance could be adversely affected.

The loss of any key member of our management team or other key employees could hinder or delay our ability

to implement our growth strategy effectively.

Further, if we are unable to attract appropriately qualified new personnel, including a

chief financial officer, we may not be successful in implementing our growth strategy.

In either instance, our profitability and financial

performance could be adversely affected.

do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductions and other

14 unchanged sentences

and security laws and regulations could damage our reputation, brands and business.

We are heavily dependent on information

technology systems and networks, including the Internet and third-party services (“Information Technology Systems”), across

our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales and distribution,

as well as for processing financial information for external and internal reporting purposes, operations and other business activities.

Information Technology Systems are critical to many of our operating activities and our business processes and they may be negatively

impacted by any service interruption or shutdown.

For example, our ability to effectively manage and maintain our inventory and to ship

products to customers on a timely basis depends significantly on the reliability of these Information Technology Systems.

third party systems provider to manage all our company data and transactions, record our financial transactions and manage our operations.

The failure of these systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters,

vendor business interruptions or other causes, or failure to properly maintain, protect, repair or upgrade systems, or problems with transitioning

to upgraded or replacement systems could cause delays in product fulfillment and reduced efficiency of our operations, could require additional

capital to remediate the problem which may not be sufficient to cover all eventualities, and may have an adverse effect on our reputation,

results of operations and financial condition.

are heavily dependent on information technology systems and networks, including the Internet and third-party services (“Information

Technology Systems”), across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation,

sales and distribution, as well as for processing financial information for external and internal reporting purposes, operations and

other business activities.

Information Technology Systems are critical to many of our operating activities and our business processes

and they may be negatively impacted by any service interruption or shutdown.

For example, our ability to effectively manage and maintain

our inventory and to ship products to customers on a timely basis depends significantly on the reliability of these Information Technology

We rely on a third party systems provider to manage all our company data and transactions, record our financial transactions

and manage our operations.

The failure of these systems to operate effectively, including as a result of security breaches, viruses,

hackers, malware, natural disasters, vendor business interruptions or other causes, or failure to properly maintain, protect, repair

or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced

efficiency of our operations, could require additional capital to remediate the problem which may not be sufficient to cover all eventualities,

and may have an adverse effect on our reputation, results of operations and financial condition.

also use Information Technology Systems to process financial information and results of operations for internal reporting purposes and

34 unchanged sentences

in our operations.

the platform and applications that we use to operate our business are highly technical and complex and may now or in the future

contain undetected errors, bugs, or vulnerabilities.

Some errors in our code may only be discovered after the code has been

Any errors, bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of

performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform,

particularly during peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages,

any of which could adversely affect our business and financial results.

To the extent that we do not effectively address capacity

constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and

anticipated changes in technology, our business and operating results may be harmed.

the platform and applications that we use to operate our business are highly technical and complex and may now or in the future contain

undetected errors, bugs, or vulnerabilities.

Some errors in our code may only be discovered after the code has been deployed.

bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within

an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage

times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect

our business and financial results.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed

and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business

and operating results may be harmed.

economic, political and industry conditions constantly change and unfavorable conditions may have a material adverse effect on our business

10 unchanged sentences

Additionally,

natural disasters and public health emergencies, such as extreme weather events and the COVID-19 pandemic and the Ukraine War, could have a significant

adverse effect on our business, including interruption of our business operations, supply chain disruption, endangerment of our

personnel, and other delays or losses of materials and results.

natural disasters and public health emergencies, such as extreme weather events and the COVID-19 pandemic and the Ukraine War, could

have a significant adverse effect on our business, including interruption of our business operations, supply chain disruption, endangerment

of our personnel, and other delays or losses of materials and results.

Russian-Ukrainian Conflict may adversely affect our business, financial condition and results.

14 unchanged sentences

products face intense competition.

We are a sports equipment and

technology company delivering products and technologies and the relative popularity of tennis, pickleball and Padel tennis and other various

sports activities and changing design trends affect the demand for our products.

The sports equipment industry and sports-related technology

industry are both are highly competitive both in the U.S.

are a sports equipment and technology company delivering products and technologies and the relative popularity of tennis, pickleball

and padel tennis and other various sports activities and changing design trends affect the demand for our products.

The sports equipment

industry and sports-related technology industry are both are highly competitive both in the U.S.

and worldwide.

We compete internationally with a significant number of athletic

and sports equipment companies and sports-related technology companies, including sports-related technology companies, including large

companies having diversified lines of athletic and sports equipment and sports technology products.

We also compete with other companies

for the production capacity of independent manufacturers that produce our products.

Our online digital e-commerce operations compete with

brand wholesalers or specialist retailers.

We compete internationally

with a significant number of athletic and sports equipment companies and sports-related technology companies, including sports-related

technology companies, including large companies having diversified lines of athletic and sports equipment and sports technology products.

We also compete with other companies for the production capacity of independent manufacturers that produce our products.

Our online digital

e-commerce operations compete with brand wholesalers or specialist retailers.

offerings, technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing, costs of production,

6 unchanged sentences

respond to our competitors, our costs may increase or the consumer demand for our products may decline significantly.

AI-based technology market is new and unproven, and it may decline or experience limited growth, which would adversely affect our

ability to fully realize the potential of our platforms.

The AI-based technology market

is relatively new and evaluating the size and scope of the market is subject to a number of risks and uncertainties.

We believe that our

future success will depend in large part on the continued growth of this market.

The utilization of our app platform by users is untested,

and users may not recognize the need for, or benefits of, this app platform, which may prompt them to cease use of our platform or decide

to adopt alternative products and services to satisfy their cognitive computing search and analytics requirements.

In order to expand

our business and extend our market position, we intend to focus our marketing and sales efforts on educating users about the benefits

and technological capabilities of our platforms and the applications of our platform to the specific needs of customers in different market

Our ability to access and expand the market that our platform is designed to address depends upon a number of factors, including

the cost, performance and perceived value of our platforms.

Market opportunity estimates are subject to significant uncertainty and are

based on assumptions and estimates, including our internal analysis and industry experience.

The market for our platform may fail to grow

significantly or be unable to meet the level of growth we expect.

As a result, we may experience lower-than-expected demand for our products

and services due to lack of customer acceptance, technological challenges, competing products and services, decreases in spending by current

and prospective customers, weakening economic conditions and other causes.

If our market does not experience significant growth, or if

demand for our products does not increase in line with our projections, then our business, results of operations and financial condition

will be adversely affected.

AI-based technology market is new and unproven, and it may decline or experience limited growth, which would adversely affect our ability

to fully realize the potential of our platforms.

AI-based technology market is relatively new and evaluating the size and scope of the market is subject to a number of risks and uncertainties.

We believe that our future success will depend in large part on the continued growth of this market.

The utilization of our app platform

by users is untested, and users may not recognize the need for, or benefits of, this app platform, which may prompt them to cease use

of our platform or decide to adopt alternative products and services to satisfy their cognitive computing search and analytics requirements.

In order to expand our business and extend our market position, we intend to focus our marketing and sales efforts on educating users

about the benefits and technological capabilities of our platforms and the applications of our platform to the specific needs of customers

in different market verticals.

Our ability to access and expand the market that our platform is designed to address depends upon a number

of factors, including the cost, performance and perceived value of our platforms.

Market opportunity estimates are subject to significant

uncertainty and are based on assumptions and estimates, including our internal analysis and industry experience.

The market for our platform

may fail to grow significantly or be unable to meet the level of growth we expect.

As a result, we may experience lower-than-expected

demand for our products and services due to lack of customer acceptance, technological challenges, competing products and services, decreases

in spending by current and prospective customers, weakening economic conditions and other causes.

If our market does not experience significant

growth, or if demand for our products does not increase in line with our projections, then our business, results of operations and financial

condition will be adversely affected.

rely on technical innovation and high-quality products to compete in the market for our products.

and development plays a key role in technical innovation.

We rely upon specialists in the fields of electrical and mechanical

engineering, industrial design, sustainability and related fields, as well as other experts to develop and test cutting-edge

performance products.

While we strive to produce products that help to enhance player performance, if we fail to introduce technical

innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our

products, we may incur substantial expense to remedy the problems.

With the acquisition of Gameface and licensing

agreements with PlaySight and Foundation, we are slowly transforming from a sports products only company to offering an additional sports

technology platform focused on the Play & Learn Platform.

If we are unable to successfully integrate this new technology with our

existing products, we may not realize the benefits of the Gameface acquisition and / or our relationships with PlaySight and Foundation,

and our business may be materially adversely affected.

Prior to our acquisition of Gameface

and our licensing agreement with PlaySight, we focused on the production and sale of the Slinger Bag.

Now our focused has shifted to the

Play and Learn integrated platform which includes the analysis and AI offered by Gameface.

The Play and Learn Platform requires integration

of the capabilities of our existing business with those of Gameface.

We rely upon specialists in the fields of electrical and mechanical engineering,

industrial design, sustainability and related fields, as well as other experts to develop and test cutting-edge performance products.

While we strive to produce products that help to enhance player performance, if we fail to introduce technical innovation in our products,

consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial

expense to remedy the problems.

the acquisition of Gameface, we are slowly transforming from a sports products only company to offering an additional sports technology

platform focused on the Play & Learn Platform.

If we are unable to successfully integrate this new technology with our existing products,

we may not realize the benefits of the Gameface acquisition and / or our relationships with Foundation, and our business may be materially

adversely affected.

to our acquisition of Gameface, we focused on the production and sale of the Slinger Bag.

Now our focused has shifted to the Play and

Learn integrated platform which includes the analysis and AI offered by Gameface.

The Play and Learn Platform requires integration of

the capabilities of our existing business with those of Gameface.

we may not realize the benefits of the Gameface acquisition and our

42 unchanged sentences

in any period should not be considered indicative of the results to be expected for any future period.

may be adversely affected by the financial health of our third-party internet partners, wholesale purchasers, retailers, and

distributors.

We extend credit to our distributors

and to a select number of third party internet partners based on an assessment of a customer’s financial condition, generally without

requiring collateral.

To assist in the scheduling of production and the shipping of our products, we offer our distributor partners the

opportunity to place orders three months ahead of delivery under our direct ship ordering program.

These advance orders may be canceled

under certain conditions, and the risk of cancellation may increase when dealing with financially unstable distribution partners struggling

with economic uncertainty.

In the past, some sports customers have experienced financial difficulties up to and including bankruptcies.

Such future events would have an adverse effect on our sales, our ability to collect on receivables and our financial condition.

the retail economy weakens or as consumer behavior shifts, distributors may be more cautious with orders.

A slowing or changing economy

in our key markets could adversely affect the financial health of our customers, which in turn could have an adverse effect on our results

of operations and financial condition.

In addition, product sales are dependent in part on high quality digital advertising and merchandising

to attract consumers, which requires continuing investments by the company, our distributors and our third party internet partners.

or partners that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders

for our products.

may be adversely affected by the financial health of our third-party internet partners, wholesale purchasers, retailers, and distributors.

extend credit to our distributors and to a select number of third party internet partners based on an assessment of a customer’s

financial condition, generally without requiring collateral.

To assist in the scheduling of production and the shipping of our products,

we offer our distributor partners the opportunity to place orders three months ahead of delivery under our direct ship ordering program.

These advance orders may be canceled under certain conditions, and the risk of cancellation may increase when dealing with financially

unstable distribution partners struggling with economic uncertainty.

In the past, some sports customers have experienced financial difficulties

up to and including bankruptcies.

Such future events would have an adverse effect on our sales, our ability to collect on receivables

and our financial condition.

When the retail economy weakens or as consumer behavior shifts, distributors may be more cautious with orders.

A slowing or changing economy in our key markets could adversely affect the financial health of our customers, which in turn could have

an adverse effect on our results of operations and financial condition.

In addition, product sales are dependent in part on high quality

digital advertising and merchandising to attract consumers, which requires continuing investments by the company, our distributors and

our third party internet partners.

Distributors or partners that experience financial difficulties may fail to make such investments

or delay them, resulting in lower sales and orders for our products.

to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating

46 unchanged sentences

products are subject to risks associated with overseas sourcing, manufacturing and financing.

principal materials used in our products (e.g., injection molded plastics, polyester, electrical motors, remote controls, trolley bags) are available

in countries where our manufacturing takes place.

Our products are dependent upon the ability of our unaffiliated contract manufacturers

to locate, train, employ and retain adequate personnel.

Our contractors and suppliers buy raw materials and are subject to wage rates

that are oftentimes regulated by the governments of the countries in which our products are manufactured.

principal materials used in our products (e.g., injection molded plastics, polyester, electrical motors, remote controls, trolley bags)

are available in countries where our manufacturing takes place.

Our products are dependent upon the ability of our unaffiliated contract

manufacturers to locate, train, employ and retain adequate personnel.

Our contractors and suppliers buy raw materials and are subject

to wage rates that are oftentimes regulated by the governments of the countries in which our products are manufactured.

could be a significant disruption in the supply of raw materials from current sources or, in the event of a disruption, our contract

39 unchanged sentences

business is sensitive to consumer spending and general economic conditions.

Our business may be adversely

affected by the COVID-19 pandemic and the Ukraine war, as well as macro-economic conditions such as inflation, employment levels, wage

and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability

of consumer credit and taxation policies influence on public spending confidence.

Recent dramatic downturns in the strength of global

stock markets, currencies and key economies have highlighted many if not all, of these risks.

business may be adversely affected by the COVID-19 pandemic and the Ukraine war, as well as macro-economic conditions such as inflation,

employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates,

inflation, the availability of consumer credit and taxation policies influence on public spending confidence.

Recent dramatic downturns

in the strength of global stock markets, currencies and key economies have highlighted many if not all, of these risks.

purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods

26 unchanged sentences

(i) the Company has a working capital deficit as of April 30, 2023, used cash in operations for the fiscal year ended April 30, 2023

of $11,464,464 in 2022, and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level

of operations for the next 12 months;

(ii) the Company will require additional financing for the fiscal year ending April 30, 2023 to

continue at its expected level of operations;

of $6,365,389 and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated

level of operations for the next 12 months;

(ii) the Company will require additional financing for the fiscal year ending April 30, 2023

to continue at its expected level of operations;

and (iii) if the Company fails to obtain the needed capital, it will be forced to delay,

97 unchanged sentences

the fiscal year ended April 30, 2022.

In the Company’s fiscal quarter ended January 31, 2023, the Company divested PlaySight and

75% of its interest in Foundation Sports as the required monthly cash burn became increasingly difficult to manage as inflation rose

and the cost of manufacturing the Company’s non-technological products grew.

As a result, the Company sold PlaySight back to its

original owners of in November 2022, and the Company sold most (75%) of Foundation Tennis back to their original owners, with an option

to purchase any remaining interests.

We intend to continue to pursue acquisitions of complementary technologies, products and businesses

79 unchanged sentences

or otherwise harm our business and also harm our reputation.

In addition, we source certain

information from third parties.

In the event that any third party from which we source information experiences a service disruption, whether

as a result of maintenance, natural disasters, terrorism, or security breaches, whether accidental or willful, or other factors, the ability

to access our platform may be adversely impacted.

Additionally, there may be errors contained in the information provided by third parties.

This may result in the inability to approve otherwise qualified applicants through our platform, which may adversely impact our business

by negatively impacting our reputation and reducing our transaction volume.

addition, we source certain information from third parties.

In the event that any third party from which we source information experiences

a service disruption, whether as a result of maintenance, natural disasters, terrorism, or security breaches, whether accidental or willful,

or other factors, the ability to access our platform may be adversely impacted.

Additionally, there may be errors contained in the information

provided by third parties.

This may result in the inability to approve otherwise qualified applicants through our platform, which may

adversely impact our business by negatively impacting our reputation and reducing our transaction volume.

the extent we use or are dependent on any particular third-party data, technology, or software, we may also be harmed if such data, technology,

33 unchanged sentences

The competitive pressures facing us may harm our business, operating results and financial condition.

rely on third parties to develop cognitive engines for our platform and in some cases to integrate them with the PlaySight platform.

key element of the PlaySight platform is the ability to incorporate and integrate cognitive engines developed by multiple third-party

vendors, and we plan to continue to increase the number of third-party cognitive engines incorporated into our platform in order to enhance

the performance and power of our platform.

As we become increasingly dependent on third-party developers for new cognitive engines, we

may encounter difficulties in identifying additional high-quality cognitive engines, entering into agreements for their inclusion in

our ecosystem on acceptable terms or at all and/or in coordinating and integrating their technologies into our system.

We may incur additional

costs to modify and adjust existing functionalities of our platform to accommodate multiple classes of third-party cognitive engines,

without the assurance that such costs can be recouped by the additional revenues generated by the new capabilities.

As our platform becomes

more complex due to the inclusion of various third-party cognitive engines, we may not be able to integrate them in a seamless or timely

manner due to a number of factors, including incompatible software applications, lack of cooperation from developers, insufficient internal

technical resources, and the inability to secure the necessary licenses or legal authorizations required.

In addition, we currently use

third-party providers to integrate such third-party cognitive engines onto our platform.

In the future, we may require such third-party

developers to integrate their engines onto our platform, and we will be dependent in part upon their ability to do so effectively and

We may not have full control over the quality and performance of third-party providers, and therefore, any unexpected deficiencies

or problems arising from these third-party providers may cause significant interruptions of our platform.

The failure of third-party

developers to integrate their cognitive engines seamlessly into our platform and/or provide reliable, scalable services may impact the

reliability of our platform and harm our reputation and business, results of operations and financial conditions.

we are not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, our

11 unchanged sentences

are more expensive than we expect, then our business, results of operations and financial condition could be harmed.

may experience difficulty in integrating Playsight, Gameface, or Foundation Sports with third-party applications, which would inhibit

PlaySight, Gameface, and Foundation Sports may serve a customer base with

a wide variety of constantly changing hardware, operating system software, packaged software applications and networking platforms.

PlaySight, Gameface, or Foundation Sports fails to gain broad market acceptance due to their inability to support a variety of these platforms,

may experience difficulty in integrating Gameface with third-party applications, which would inhibit sales.

may serve a customer base with a wide variety of constantly changing hardware, operating system software, packaged software applications

and networking platforms.

If Gameface fails to gain broad market acceptance due to its inability to support a variety of these platforms,

our operating results may suffer.

Our business depends, in part, on the following factors:

ability to integrate PlaySight, Gameface, or Foundation Sports with multiple platforms and existing

systems and to modify our product as new versions of packaged applications are introduced;

ability to integrate Gameface with multiple platforms and existing systems and to modify our product as new versions of packaged

applications are introduced;

to application program interfaces for the third-party software products that are integrated with our products;

to anticipate and support new standards;

Our management

of software being developed by third parties for our customers or for use with Foundation Sports.

ability to anticipate and support new standards.

of cooperation from Vendors of the software we use in Gameface and other products may interfere with the use of Gameface apps and inhibit

program interfaces provide the instructions that are required to transfer information into and out of an application and trigger the

specific characteristics of that application.

These instructions are needed to create adapters between PlaySight, Gameface, Foundation

Sports and third-party software products, but access to application program interfaces is controlled by the vendors of these applications.

If the application vendor denies or delays our access to application program interfaces, our business may be harmed.

Some application

vendors may become competitors or establish alliances with our competitors, increasing the likelihood that we would not be granted access

to their application program interfaces.

Furthermore, we may need to modify PlaySight, Gameface, and Foundation Sports or develop new

adapters in the future as new applications or newer versions of existing applications are introduced.

If we fail to continue to develop

adapters or respond to new applications or newer versions of existing applications in a timely manner, our business could suffer.

betting and online gaming customers and partners are subject to a variety of domestic and foreign laws and regulations, which are subject

to change and interpretation and which could subject them to claims or otherwise harm our customers’ businesses.

Any change in

existing regulations or their interpretation, or the regulatory climate and requirements applicable to our or our customers’ and

suppliers’ products and services, or changes in tax rules and regulations or interpretation thereof related to our or our customers’

and suppliers’ products and services, could adversely impact our or our customers’ and suppliers’ ability to operate

our or their respective businesses as currently conducted or as we seek to operate in the future, which could have a material adverse

effect on our financial condition and results of operations.

of our customers and partners are generally subject to laws and regulations relating to sports, sports betting, online gaming, marketing

and advertising in the jurisdictions in which they conduct their businesses or in some circumstances, of those jurisdictions in which

we and they offer services or those are available, as well as the general laws and regulations that apply to all e-commerce and online

businesses, such as those related to privacy and personal information, tax, anti-money laundering, anti-bribery, advertising, competition,

inside information and disclosures, and consumer protection.

These laws and regulations vary from one jurisdiction to another and future

legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political

pressures, and changes in legislative or governmental priorities, may have a material impact on our operations and financial results.

In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit sports betting, online gaming and advertising,

while others have taken the position that sports betting or online gaming should be licensed and regulated and have adopted or are in

the process of considering legislation and regulations to enable sports betting or online gaming in their jurisdictions.

In some jurisdictions,

additional requirements and restrictions may continue to develop.

For example, recently, the Committees of Advertising Practice in the

recommended new rules which ban sports betting advertisements if they are likely to appeal to minors, which evidences a trend in

Europe for an increasingly restrictive approach to gambling advertising more generally.

Additionally, some jurisdictions in which our

customers may operate could presently be unregulated or partially regulated and therefore more susceptible to the enactment or change

of laws and regulations.

Some jurisdictions do not have laws that grant our customers rights in the data they collect.

Any enactment

of laws in these jurisdictions would require a change in how they conduct business in such jurisdictions.

However, our customers offer

their services to customers in many more countries, but do not always have visibility of where their customers use their products and

services to offer their services to their customers.

Any of their licenses could be revoked, suspended or conditioned at any time.

license applications may also be denied or conditioned.

The loss of a license in one jurisdiction could trigger the loss of a license

or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause

us to cease offering some or all of their offerings in the impacted jurisdictions.

As laws and regulations change, they may need to obtain

and maintain licenses or registrations in additional jurisdictions.

In addition, once licensed, they may be subject to various ongoing

requirements, including supervision by the respective governmental agency of certain transfers of ownership and acquisitions.

2018, the U.S.

Supreme Court struck down the Professional and Amateur Sports Protection Act of 1992 (“PASPA”) as unconstitutional.

This decision has the effect of lifting federal restrictions on sports betting and thus allows states to determine by themselves the

legality of sports betting.

Since the repeal of PASPA, several states have legalized online sports betting.

To the extent new real money

gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that our customers will be successful in penetrating

such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions.

If our customers

are unable to effectively develop and operate directly or indirectly within these new jurisdictions or if our customers’ competitors

are able to successfully penetrate geographic jurisdictions that they cannot access or where they face other restrictions, there could

be a material adverse effect on our customers’ and, in turn, our business, operating results and financial condition.

Our customers’

failure to obtain or maintain the necessary regulatory approvals and licenses in jurisdictions, whether individually or collectively,

could have a material adverse effect on our and their business.

expand into new jurisdictions, our customers may need to be licensed and obtain approvals of their product offerings.

This is a time-consuming

process that can be extremely costly.

Any delays in obtaining or difficulty in maintaining regulatory approvals or licenses needed for

expansion within existing jurisdictions or into new jurisdictions can negatively affect our and our customers’ opportunities for

growth, including the growth of our and our customers’ customer base, or delay our or their ability to recognize revenue from our

offerings in any such jurisdictions.

Future legislative and regulatory action, and court decisions or other governmental action, may

have a material impact on our and our customers’ operations and financial results.

Governmental authorities could view us or our

customers as having violated applicable laws or regulations, despite their efforts to obtain and maintain all applicable licenses or

There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or

public entities or incumbent providers, or private individuals, could be initiated against us our customers, Internet service providers,

credit card and other payment processors, advertisers and others involved in sports betting and online gaming industries.

Such potential

proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being

imposed upon us or our customers or other business partners, while diverting the attention of key executives.

Such proceedings could

have a material adverse effect on our and our customers’ businesses, financial condition, results of operations and prospects,

as well as impact our and our customers’ reputation.

There can be no assurance that legally enforceable legislation will not be

proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects

of sports betting and online gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).

with any such legislation may have a material adverse effect on our and our customers’ businesses, financial condition and results

of operations, either as a result of our determination that a jurisdiction should be blocked, or because a local license or approval

may be costly for us or our customers to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

These instructions are needed to create adapters between Gameface and third-party software

products, but access to application program interfaces is controlled by the vendors of these applications.

If the application vendor

denies or delays our access to application program interfaces, our business may be harmed.

Some application vendors may become competitors

or establish alliances with our competitors, increasing the likelihood that we would not be granted access to their application program

Furthermore, we may need to modify Gameface or develop new adapters in the future as new applications or newer versions of

existing applications are introduced.

If we fail to continue to develop adapters or respond to new applications or newer versions of

existing applications in a timely manner, our business could suffer.

Related to the Company’s Legal and Regulatory Requirements

43 unchanged sentences

results of operations.

business could potentially expand into sports betting, in which case our business partners are generally subject to laws and

regulations in the jurisdictions in which we will conduct our business or in some circumstances, of those jurisdictions in which we

offer our services or those are available, as well as the general laws and regulations that apply to all e-commerce businesses, such

as those related to privacy and personal information, tax and consumer protection.

These laws and regulations vary from one

jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be

affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may at such time have a

material impact on our operations and financial results, or may prevent our business partners from expanding into such businesses

entirely and thus, may have impact on our business.

In addition, some jurisdictions in which we may operate could presently be

unregulated or partially regulated and therefore more susceptible to the enactment or change of laws and regulations.

business could potentially expand into sports betting, in which case our business partners are generally subject to laws and regulations

in the jurisdictions in which we will conduct our business or in some circumstances, of those jurisdictions in which we offer our services

or those are available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to

privacy and personal information, tax and consumer protection.

These laws and regulations vary from one jurisdiction to another and future

legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political

pressures, attitudes and climates, as well as personal biases, may at such time have a material impact on our operations and financial

results, or may prevent our business partners from expanding into such businesses entirely and thus, may have impact on our business.

In addition, some jurisdictions in which we may operate could presently be unregulated or partially regulated and therefore more susceptible

to the enactment or change of laws and regulations.

a result of the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may have a material

204 unchanged sentences

factors that could affect our stock price are:

or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similar to

or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similar to us;

conditions, particularly during holiday shopping periods;

8 unchanged sentences

or departures of members of our senior management or other key personnel;

of legislation or other regulatory developments affecting us or our industry.

passage of legislation or other regulatory developments affecting us or our industry.

addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect

22 unchanged sentences

In addition, under the terms

of the loan agreements between the Company and Yonah Kalfa and Naftali Kalfa and the Company, we may not make any distributions until

these loan agreements are repaid in full.

of certain loan agreements between the Company and its lenders, the Company, we may not make any distributions until these loan agreements

are repaid in full.

At this time, such loans have not been repaid in full.

As a result, you should expect to receive

a return on your investment in our common shares only if the market price of our common stock increases, which may never occur.

As a result, you should expect to receive a return on your

investment in our common shares only if the market price of our common stock increases, which may never occur.

sales, or the perception of future sales, of our common stock may depress the price of our common stock.

of April 30, 2023, we had 13,543,155 outstanding common shares.

Of these shares, 709,080 shares were in the public float or are eligible

for re-sale under Rule 144.

The remaining 6,608,521 shares common stock outstanding are “restricted securities” within the

meaning of Rule 144.

In addition, on September 8, 2021, we filed a registration statement with the SEC to register an additional 1,640,000

shares of common stock, which was declared effective on January 27, 2022.

On September 28, 2022, we issued (i) 1,018,510 shares of common

stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common

stock, together with accompanying common stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated

common stock warrant and $0.3899 per Pre-Funded Warrant and associated common stock warrants.

The Pre-Funded Warrants have an exercise

price of $0.00001 per share of common stock and are exercisable until the Pre-Funded Warrants are exercised in full.

The shares of common

stock and Pre-Funded Warrants were sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock

at an exercise price of $0.39 per share and a term of five years following the initial exercise date (the “5-Year Warrants”)

and warrants to purchase 25,641,024 shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years

(the “7.5-Year Warrants”) following the initial exercise date (collectively, the “September Warrants”.

6, 2023, the Company issued warrants to purchase 9,049,774 shares of the Company’s common stock (the “January Warrants”).

The January Warrants have an exercise price per share equal $0.221.

The issuance of the January Warrants at an exercise price of $0.221

reset the exercise price of the Noteholder Warrants (as defined below) to $0.221 per share from the original exercise price of $30.00.

Sales of the shares underlying the Pre-Funded Warrants, the September Warrants, the January Warrants and the Noteholder Warrants in the

public market after the date hereof, or the perception that these sales could occur, could reduce the market price of our common stock.

If our stock is priced or closes at a price that would reduce the conversion price of the notes to be below approximately $15.00, additional

conversion shares will be issuable upon the automatic conversion of the notes, and we will be required to file a new registration statement

covering the new conversion shares as soon as reasonably practicable following the determination of the number of new conversion shares

that need to be registered.

The new registration statement will cover both the shares originally registered for resale and the new conversion

Additional sales of our common shares in the public market after the date hereof, or the perception that these sales could occur,

could reduce the market price of our common stock.

Of these shares, 5,734,294 shares were in the public float.

The remaining

7,808,861 shares common stock outstanding were “restricted securities” within the meaning of Rule 144.

In addition, on September

8, 2021, we filed a registration statement with the SEC to register an additional 1,640,000 shares of common stock, which was declared

effective on January 27, 2022.

On September 28, 2022, we issued (i) 1,018,510 shares of common stock and (ii) pre-funded warrants (the

“Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common stock, together with accompanying common

stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated common stock warrant and $0.3899 per

Pre-Funded Warrant and associated common stock warrants.

The Pre-Funded Warrants have an exercise price of $0.00001 per share of common

stock and are exercisable until the Pre-Funded Warrants are exercised in full.

The shares of common stock and Pre-Funded Warrants were

sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock at an exercise price of $0.39

per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and warrants to purchase 25,641,024

shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years (the “7.5-Year Warrants”)

following the initial exercise date (collectively, the “September Warrants”.

On January 6, 2023, the Company issued warrants

to purchase 18,099,548 shares of the Company’s common stock (the “January Warrants”).

The January Warrants have an

exercise price per share equal $0.221.

The issuance of the January Warrants at an exercise price of $0.221 reset the exercise price of

the Noteholder Warrants (as defined below) to $0.221 per share from the original exercise price of $30.00.

We may have to further reset the exercise price of the September Warrants, the January Warrants and the Noteholder

Warrants to a lower price in the event that we are declared to be in default of the terms of such warrants or related agreements by the

holders thereof and we are required to do in negotiations with the holders of such warrants.

Sales of the shares underlying

the Pre-Funded Warrants, the September Warrants, the January Warrants and the Noteholder Warrants in the public market after the date

hereof, or the perception that these sales could occur, could reduce the market price of our common stock.

Additional sales of our common

shares in the public market after the date hereof, or the perception that these sales could occur, could reduce the market price of our

common stock.

will be required to file an additional registration statement once we regain compliance with the Nasdaq listing requirements.

10 unchanged sentences

with the interests of its other shareholders .

of the Company’s large shareholders, including our officers and directors, represent approximately 44.5% of the Company’s

of the Company’s large shareholders, including our officers and directors, represented approximately 30% of the Company’s

voting rights as of April 30, 2023.

8 unchanged sentences

However, some of our directors and executive officers may reside outside of the U.S.

result, our stockholders may not be able to effect service of process upon those persons within the

or enforce against those persons judgments obtained in U.S.

result, our stockholders may not be able to effect service of process upon those persons within the U.S.

or enforce against those persons

judgments obtained in U.S.

sale of a large number of shares of common stock by our principal shareholder could depress the market price of our common stock.

14 unchanged sentences

not in compliance with the Bid Price Rule and that we had until April 10, 2023 to regain such compliance.

To do so, our Board of Directors

is contemplating a 1-for-10 reverse stock split.

The effect of a future reverse stock split, if any, on the market price for our common

stock cannot be accurately predicted.

In particular, we cannot assure you that the prices for shares of the common stock after a future

reverse stock split will increase proportionately to prices for shares of our common stock immediately before a reverse stock split.

The market price of our common stock may also be affected by other factors which may be unrelated to a future reverse stock split or

the number of shares outstanding.

Company failed to regain compliance with the Bid Price Rule by April 10, 2023 and requested and received an additional period of 180

days until October 9, 2023 to regain compliance with the Minimum Bid Price Requirement.

To do so, our Board of Directors is contemplating

a 1-for-10 to 1-40 reverse stock split.

The effect of a future reverse stock split, if any, on the market price for our common stock

cannot be accurately predicted.

In particular, we cannot assure you that the prices for shares of the common stock after a future reverse

stock split will increase proportionately to prices for shares of our common stock immediately before a reverse stock split.

price of our common stock may also be affected by other factors which may be unrelated to a future reverse stock split or the number

of shares outstanding.

even if the market price of our common stock does rise following a reverse stock split, we cannot assure you that the market price of

19 unchanged sentences

requirements of the Nasdaq.

have listed the shares of our common stock on the Nasdaq, under the symbol “CNXA.” As such we are e subject to, among other

have listed the shares of our common stock on the Nasdaq, under the symbol “CNXA.” As such we are subject to, among other

things, our fulfilling all of the listing requirements of the Nasdaq.

12 unchanged sentences

and maintain our listing on the Nasdaq.

have received a number of letters from The Nasdaq Stock Market LLC (“Nasdaq”) from

the period starting on August 16, 2022 through March 21, 2023 (i) notifying us that we are not in compliance with the periodic filing

requirements for continued listing because our (i) Annual Report on Form 10-K with respect to the fiscal year ended April 30, 2022

and (ii) Quarterly Reports on Form 10-Q for the periods ended July 31, 2022 and October 31, 2022 (collectively, the “Delinquent

Filings”), by February 13, 2023 (the due date for filing the Delinquent Filings pursuant to an exception to Nasdaq’s Listing

Rule previously granted by Nasdaq) and our Form 10-Q for the fiscal quarter ended January 31, 2023 was

not filed with the Securities and Exchange Commission (the “SEC”) by the required due date of March 17, 2023,

which is an additional basis for delisting the Company’s securities from the Nasdaq and (ii) indicating that the Nasdaq Hearings

Panel (the “Panel”) would consider this matter in rendering a determination regarding the Company’s continued listing

on the Nasdaq at its hearing on Thursday, March 30, 2023.

On October 10, 2022, we

received a letter from the Listing Qualifications Department of the Nasdaq indicating that our common stock is subject to potential delisting

from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock closed below

the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”).

The Nasdaq notice indicated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar

days, or until April 10, 2023, to regain compliance.

The Company did not regain compliance with the Bid Price Rule before April

10, 2023, but requested at its hearing on March 30, 2023 an additional period of six months to cure the deficiency by effecting a reverse

stock split, if necessary.

We have also been notified by

the Nasdaq that due to the resignations from the Company’s board, audit committee and compensation committee on November 17, 2022,

we no longer comply with Nasdaq’s independent director, audit committee and compensation committee requirements as set forth in

Listing Rule 5605.

On March 30, 2023, the Company

had its hearing with the Nasdaq, which indicated that a decision with respect to the Company’s listing status on the Nasdaq would

be rendered within two weeks.

On April 12, 2023, the Company

received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company had not yet regained compliance

with the Bid Price Rule, which serves as an additional basis for delisting the Company’s securities from the Nasdaq.

further indicated that the Panel will consider this matter in its decision regarding the Company’s continued listing on the Nasdaq

Capital Market.

In that regard, the Nasdaq indicated that the Company should present its views with respect to this additional delinquency

to the Panel in writing no later than April 19, 2023.

To date, we have not yet filed

our Delinquent Filings other than this annual report on Form 10-K, although work on completing such filings is ongoing and have not received

a response from the Nasdaq with respect to our requests for extensions of time to regain compliance with the listing requirements with

respect to which we are currently in violation.

The Company offers no assurance

that its request to be granted further time to file its Delinquent Filings, regain compliance with the Bid Price Rule and redress its

Corporate Governance Deficiencies and to remain listed on the Nasdaq will be granted.

can be no assurance that the Company will be successful in its efforts to maintain its Nasdaq listing.

If the Company’s common

stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that its common stock would be traded on

one of the three tiered marketplaces of the OTC Markets Group.

The Company intends to closely monitor the closing bid price of its common

stock and consider all available options to remedy the bid price deficiency to regain compliance with the Bid Price Rule.

October 10, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company’s

common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the

Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule

5450(a)(1) (the “Bid Price Rule”).

The Nasdaq notice indicated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company would be provided 180 calendar days, or until April 10, 2023, to regain compliance.

If the Company were to fail to regain

compliance with the Bid Price Rule before April 10, 2023, t he Company may be eligible for an additional

180-calendar day compliance period.

The Company failed to regain compliance with the Bid Price Rule by April 10, 2023 and requested and

received an additional period of 180 days until October 9, 2023 to regain compliance with the Minimum Bid Price Requirement.

Company is in the process of obtaining shareholder consent to effect a reverse split of its shares of common stock.

If granted, the Company

will initiate a reverse split as soon as reasonably practical thereafter in an attempt to regain compliance with the Minimum Bid Price

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 $2.5 million (the “Minimum Stockholders’ Equity Requirement”).

The Company timely submitted a compliance

plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with

the Minimum Stockholders’ Equity Requirement.

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.

If the Company’s common stock ceases to be listed for trading on the Nasdaq Capital Market, the Company

would expect that its common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

53 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors