What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-09-14 compared with 2023-05-17 · 262 added, 396 removed, 229 unchanged (74% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

(“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.

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

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

Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

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.

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.

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.

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”).

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.

During April 2022, the Company

determined that the technology utilized in the Foundation Sports acquired entity would take substantially more financial resources and

of the share purchase agreement, Gameface would become a wholly owned subsidiary of the Company.

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.

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

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.

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.

and (3) cash consideration

$2 million to be paid to the Company as follows:

promissory note in the amount of U.S.

$2 million issued and delivered to the Company (the “Promissory Note”).

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.

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.

$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.

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.

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.

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 Foundation Sports were fully impaired as of April 30, 2022, resulting in an impairment loss of $3,486,599.

In addition, during April

2022 the Company decided to sell a portion of Foundation Sports.

The Company continued to classify 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.

In April 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.

changed our ticker symbol, “CNXA”.

Connexa is now the holding company under which Slinger Bag, PlaySight, Gameface and Foundation

Sports reside.

The operations of Slinger Bag

Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, Foundation Sports, PlaySight and Gameface are collectively referred

to Gameface were fully impaired as of April 30, 2023, resulting in an impairment loss of $11,421,817.

On September 13, the Company held

a special meeting of stockholders in which the following items were approved:

(i) the issuance of (i) 1,018,510 shares of the our common

stock, par value $0.001 per share, that were issued on October 3, 2022, and, (ii) 11,802,002 shares of our 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 our 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 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 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.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred

to as 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.

Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market.

The Company operates in the sports

equipment and technology business.

The Company is the owner of the Slinger Launcher, which is comprised of a portable tennis ball launcher,

a portable padel tennis ball launcher and a portable pickleball launcher and Gameface AI, providing AI technology and performance analytics.

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 AI, providing

AI technology and performance analytics for sports.

Accounting Policies and Estimates

critical accounting policies relate exclusively to our continuing operations.

of Presentation

2 unchanged sentences

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, Foundation Sports, PlaySight,

and Gameface for the years ended April 30, 2022 and 2021.

include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface for the

years ended April 30, 2023 and 2022.

All intercompany accounts and transactions have been eliminated in consolidation.

70 unchanged sentences

allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized.

Assets and Goodwill

accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate

5 unchanged sentences

which the determination is made.

Long-lived assets related to Foundation Sports in the amount of $1,056,599 were fully impaired as of

April 30, 2022, resulting in an impairment loss.

There was no impairment of long-lived assets identified during the year ended April

Long-lived assets and goodwill related to Gameface in the amount of $11,421,817 were fully impaired

as of April 30, 2023, resulting in an impairment loss.

Company accounts for goodwill in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC 350”).

13 unchanged sentences

will not record an impairment charge.

Company determined in April 2022 that the fair value of the reporting unit was less than the carrying value of the net assets assigned

to the reporting unit, and therefore goodwill was fully impaired for Foundation Sports at April 30, 2022, resulting in an impairment

loss of $2,430,000.

There was no impairment of goodwill as of April 30, 2021.

Company grants warrants to key employees and executives as compensation on a discretionary basis.

17 unchanged sentences

The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

Pronouncements Not Yet Adopted

December 2019, the FASB issued Accounting Standards Update (“ASU”), 2019-12, Simplifying the Accounting for Income Taxes ,

5 unchanged sentences

applied on a prospective basis and others on a retrospective basis with earlier application permitted.

The Company has not yet adopted

this update and is currently evaluating the effect of this ASU on the Company’s financial statements and related disclosures.

adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

August 2020, the FASB issued ASU No.

54 unchanged sentences

Early adoption is permitted for all entities, including adoption in an interim period.

is currently evaluating the impact that the adoption of ASU 2021-04 will have on the Company’s consolidated financial statement

presentation or disclosures.

does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.

of Operations for the Years Ended April 30, 2023 and 2022

following are the results of our operations for the year ended April 30, 2023 as compared to April 30, 2022:

the Years Ended April 30,

For the Years Ended

$ (6,179,873 )

Cost of sales

Operating expenses:

Selling and marketing expenses

General and administrative

General and administrative expenses

(23,975,109 )

Research and development costs

Impairment loss

operating expenses

from operations

Total operating expenses

(26,195,458 )

Loss from operations

(21,958,775 )

(46,708,035 )

Other expenses (income):

1 unchanged sentence

Loss on extinguishment of debt

Loss on issuance of convertible

Gain on change in fair value

of derivatives

Gain on change in fair value

of contingent consideration

Interest expense - related

other (income) expense

Loss before income taxes

for income taxes

net sales during the year ended April 30, 2022 were $16,831,477, which consisted partially of shipped orders related to new orders placed

and fulfilled to consumers via our online marketplace and to our international distributors.

Our net sales during the year ended April

30, 2021 were $10,804,214 which consisted partially of shipped orders related to our Kickstarter and Indiegogo crowdfunding campaigns

initiated in fiscal year 2019, as well as new orders placed and fulfilled to consumers via our online marketplace and to our international

distributors.

The increases to our online marketplace in Slinger Bag contributed to the increase in sales along with increases related

to the purchase of PlaySight in February 2022.

As of April 30, 2022 and 2021, we had contract liabilities of $2,656,706 and $99,531,

respectively, representing units that have not been shipped at year end.

Our cost of sales during the year ended April 30, 2022 were $12,346,712, which represents the costs of units shipped during the period, and resulted in a gross profit of $4,484,765, or 26.65%.

sales during the year ended April 30, 2021 were $7,680,290, which represents the costs of units shipped during the period, and resulted

in a gross profit of $3,123,924, or 28.91%.

During the first quarter of the current year, we experienced a gross loss as the bulk of our

sales in that period related to the shipment of initial crowdfunding orders.

The loss on these shipments was due to (1) discounted pricing

on the initial crowdfunding orders, (2) as fulfillment was later than initially scheduled we fulfilled orders with the “deluxe”

version of launcher (including all features), as well as tennis balls, both of which increased costs, and (3) due to sanctions by the

against Chinese sourced products, the import duty was raised on all launchers brought into the U.S.

increasing our cost of sales.

As a result, our cost of sales exceeded initial sales values raised in our crowdfunding campaigns.

As of the beginning of the third quarter

of the previous year, substantially all of the initial crowdfunding orders had been fulfilled.

Sales generated during the last two fiscal

quarters represented new orders placed and fulfilled during the current year by consumers and distributors, which resulted in a positive

gross profit.

Currently, our cost of sales is being negatively impacted by the large increase in container costs out of Asia.

we had increases in 2022 cost of sales related to the purchase of PlaySight in February 2022.

Our gross margins slightly increased in

2022 versus 2021 related to the above items.

Loss on issuance of convertible notes

Gain on change in fair value of derivative liability

Gain on change in fair value of contingent consideration

Derivative Expense

Interest expense - related party

Interest expense

Total other (income) expense

Net loss from Continuing Operations

$ (25,227,825 )

$ (46,525,975 )

net sales during the year ended April 30, 2023 were $9,922,799, compared to net sales of $16,102,672, in the same period to April 30,

2022, a reduction of -38%.

Net sales consisted partially of shipped orders related to new orders placed and fulfilled to consumers via

our online marketplace and to our international distributors.

The significant decrease in our online consumer marketing of Slinger Bag,

coupled with the general marketplace impact resulting from the increased consumer social mobility following the lifting of all covid

-related restrictions contributed to the significant decrease in sales.

cost of sales during the year ended April 30, 2023 were $7,144,335, compared to $11,878,010 for the period to April 30, 2022, a reduction

Cost of Sales represents the costs of units shipped during the period.

This reduction in Cost of Sales is a direct result of

the reduction in net sales.

This resulted in a gross profit of $2,778,464, or 28.00%.

compared to a gross profit of $4,224,622, or 26.24%

for the period to April 30, 2022.

The 4.28% in gross profit margin can be attributed to a combination of a reduction in transportation

costs from Asia, compared to the same period in 2022, coupled with a small increase in average selling price of the Slinger Bag units.

and marketing expenses

the year ended April 30, 2023, we incurred selling and marketing expenses of $1,928,198 compared with $3,477,570 during the year ended

April 30, 2021.

This increase is largely driven by an increase in social media advertising, sponsorships, and other investments in our

public relations presence in order to drive sales and build brand awareness.

and administrative expenses

April 30, 2022, a reduction of -45%.

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 sales.

General and administrative expenses

and administrative expenses consist primarily of compensation, including share-based compensation, and other employee-related costs,

as well as legal fees and fees for professional services.

During the year ended April 30, 2022, we incurred general and administrative

expenses of $43,424,105 compared with $4,629,642 during the year ended April 30, 2021.

The increase in general and administrative expenses

is largely due to our share based compensation that resulted in an expense of $32,176,087.

During the year ended April 30, 2023, we incurred general and

administrative expenses of $22,743,877 compared with $46,718,986 during the year ended April 30, 2022, a reduction of -51%.

The decrease in general and

administrative expenses is largely due to a reduction in our share based compensation that resulted in an expense of $31,727,091,

and our impairment loss on the intangible assets and goodwill of Gameface of $11,421,817 in the year ended April 30,

and development costs

the year ended April 30, 2023, we incurred research and development costs of $65,164 compared with $736,141 during the year ended April

This increase is mainly driven by our investment in new slinger bag launcher products for Pickleball and Padel as well as costs

relating to the development of a consumer app that will integrate artificial intelligence (AI) technology that is targeted to provide

performance and training insights to provide more value to our customers.

the year ended April 30, 2022, we incurred an impairment loss of $3,486,599 due to the full impairment of goodwill and intangible assets

for Foundation Sports.

the year ended April 30, 2022, we incurred transaction costs of $5,109,522 associated with completing the acquisitions of Gameface, PlaySight

and Foundation Sports.

This decrease is mainly driven by our need to pause all development activity in the period due to limited cash flow being available

for investment.

the year ended April 30, 2023, we recorded a gain on change in fair value of derivatives of $10,950,017, compared to $18,557,184 during

the year ended April 30, 2022.

A gain on change in fair value of contingent consideration of $4,847,000 and $0 was recorded during the

years ended April 30, 2022 and 2021, respectively, relating to the acquisition of PlaySight.

Excluding the gains, during the years ended

April 30, 2022 and 2021, we had other expenses totaling $23,250,098 and $16,807,862, respectively.

The increase in other expenses for

the year ended April 30, 2022 as compared to April 30, 2021 was primarily due amortization of discounts and losses incurred on extinguishment

of our convertible notes totaling net of decreases in interest expense from 2021 to 2022 due to changes in our long-term debt.

$0 gain on change in fair value of contingent consideration and $4,847,000 was recorded during the years

ended April 30, 2023 and 2022.

Excluding the gains, during the years ended April 30, 2023 and 2022, we had other expenses totaling $14,269,067

and $23,222,124, respectively.

The decrease in other expenses for the year ended April 30, 2023 as compared to April 30, 2022 was primarily

due a reduction in amortization of discounts and losses incurred on extinguishment of our debt and convertible notes, a decrease in interest

expense from 2022 to 2023 due to changes in our long-term debt, offset by increases in derivative expense and interest to related parties.

operations incorporates the impact of the divestments of both PlaySight and Gameface during the period to April 30, 2023.

from discontinued operations was $45,875,860 during the year ended April 30, 2023 compared to $5,247,677 in the year ended April 30,

loss from discontinued operations was $4,461,968 during the period to April 30,2023 compared to $5,247,677 in the period to April 30,

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.

and Capital Resources

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 $80,596,925 as of

April 30, 2022, 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

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 $151,750,610 as of April 30,

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.

ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtain

11 unchanged sentences

had cash and cash equivalents of $202,095 as of April 30, 2023, as compared to $665,002 as of April 30, 2022.

cash used in operating activities was $11,463,464 during the year ended April 30, 2022, compared with $4,517,457 during the year ended

April 30, 2021.

Our cash used in operating activities during the year ended April 30, 2022 was primarily the result of our net loss of

$51,773,652 for the year as well as increases in inventory, prepaid inventory, accounts receivable, and prepaid expenses, which was partially

offset by non-cash expenses of $38,363,555, and increases in accounts payable, accrued expenses, accrued interest, and a decrease in

contract liabilities.

Our net cash used in operating activities during the year ended April 30, 2021 was primarily the result of our

net loss of $18,594,760 during the year as well as increases in inventory and accounts receivable, which was partially offset by non-cash

expenses of $14,892,030 and increases in accounts payable and accrued expenses, as well as a decrease in prepaid expenses and other current

cash used in investing activities was $1,618,341 for the year ended April, 30 2022, compared with net cash used in investing activities

of $30,000 for the for year ended April 30, 2021.

Investing activities for the year ended April, 30 2022 related to cash acquired from

Gameface and PlaySight acquisitions, and a note receivable issuance, while investing activities for the year ended April 30, 2021 were

related to the purchase of the Slinger trademark.

cash provided by financing activities was $13,734,286 for the year ended April, 30 2022, compared with $5,420,000 for the year ended

April 30, 2021.

Cash provided by financing activities for the year ended April, 30 2022 consisted of proceeds of $7,500,000 from notes

payable and related party notes payable, $11,000,000 proceeds from convertible notes, offset by $3,965,463 in repayments of notes payable

and debt $800,251 of issuance costs on convertible notes.

Cash provided by financing activities for the year ended April 30, 2021, consisted

of proceeds of $3,300,000, from notes payable with a related party, proceeds of $3,120,000 from notes payable, and a repayment of notes

payable with a related party of $1,000,000.

cash used in operating activities was $6,365,389 during the year ended April 30, 2023, compared with $12,366,700 during the year

ended April 30, 2022.

Our cash used in operating activities during the year ended April 30, 2023 was primarily the result of our net

loss of $71,153,685 for the year which was partially offset by our non-cash expenses of $56,348,619 as well as increases in accounts

receivable, accounts payable, accrued interest and contract liabilities.

cash used in investing activities was $0 for the year ended April, 30 2023, compared with net cash used in investing activities of $1,618,341

for the for year ended April 30, 2022.

Investing activities for the year ended April, 30 2022 mostly related to the issuance of a note

receivable in the amount of $2,250,000, offset by cash received in acquisitions of the entities acquired in fiscal April 30, 2022.

cash provided by financing activities was $5,821,178 for the year ended April 30 2023, compared with $13,734,286 for the year

ended April 30, 2022.

Cash provided by financing activities for the year ended April 30, 2023 consisted of proceeds of $8,744,872

from issuance of common stock, $2,000,000 from notes payable, offset by $4,377,537 in repayments of notes payable and $546,158 in

repayments of notes payable to related parties.

provided by financing activities for the year ended April 30, 2022 consisted of proceeds of $7,500,000 from notes payable and related

party notes payable, $11,000,000 proceeds from convertible notes, offset by $3,965,463 in repayments of notes payable and debt $800,251

of issuance costs on convertible notes.

Cash Advances

July 29, 2022, the Company entered into two merchant cash advance agreements.

The details of the merchant cash advance agreements are

Company entered into an agreement with Unique Funding Solutions LLC (“UFS”) pursuant to which the Company sold $1,124,250

in future receivables (the “UFS Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $750,000

in cash less fees of $60,000.

The Company agreed to pay UFS $13,491 each week for the first three weeks and thereafter $44,970 per week

until the UFS Receivables Purchased Amount is paid in full.

Company entered into an agreement with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold $1,124,250 in future

receivables (the “Cedar Receivables Purchased Amount”) to Cedar in exchange for payment to the Company of $750,000 in cash

less fees of $60,000.

The Company agreed to pay Cedar $13,491 each week for the first three weeks and thereafter $44,970 per week until

the Cedar Receivables Purchased Amount is paid in full.

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.

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 has agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is

paid in full.

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

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.

of Indebtedness

and Security Agreement

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 $2,000,000 (the “Note”) with the initial

advance under the Loan and Security Agreement being $1,400,000 and (ii) warrants (the “Warrants”) to purchase a number of

shares of common stock of the Company equal to 200% of the face amount of the Note divided by the closing price of the common stock of

the Company on the date of the issuance of the Notes (collectively, the “Initial Issuance”).

The closing price of the Company’s

common stock on January 6, 2023, as reported by Nasdaq, was $0.221 per share, so the Warrants in respect of the initial advance under

the Note are exercisable for up to 18,099,548 shares of the Company’s common stock.

The Warrants have an exercise price per share

equal to the closing price of the common stock of the Company on the date of the issuance of the Note, or $0.221 per share and a term

of five- and one-half (5½) years following the initial exercise date.

The initial exercise date of the Warrants will be the date

stockholder approval is received and effective allowing exercisability of the Warrants under Nasdaq rules.

Pursuant to the terms of the

Loan and Security Agreement, an additional advance of $600,000 may be made by to the Company under the Note.

The Company’s obligations

under the terms of the Loan and Security Agreement are fully and unconditionally guaranteed by all of the Company’s subsidiaries

(the “Guarantors”).

Payable - Related Party

January 14, 2022, the Company entered into two loan agreements with Yonah Kalfa and Naftali Kalfa, each for $1,000,000, pursuant to which

we received a total amount of $2,000,000.

The loans bear interest at a rate of 8% per annum, and we have agreed to repay the loans in

full by July 3, 2022, or such other date as may be accepted by the lenders.

We are not permitted to make any distribution or pay any

dividends unless or until the loans are repaid in full.

On June 28, 2022, the Company entered into amendments for the two related party

loan agreements with the lenders in which the repayment date was extended to July 31, 2024.

January 14, 2022, the Company entered into two loan agreements with Yonah Kalfa and Naftali Kalfa, each for $1,000,000 (together, the

“Loan Agreements”), pursuant to which we received a total amount of $2,000,000.

The loans bear interest at a rate of 8% per

annum, and we agreed to repay the loans in full by July 3, 2022, or such other date as may be accepted by the lenders.

On June 28, 2022,

the Company entered into amendments for the two related party loan agreements with the lenders in which the repayment date was extended

to July 31, 2024.

were $1,953,842 and $2,000,000 in outstanding borrowings from the Company’s related parties for the years ended April 30, 2023

and 2022, respectively.

Accrued interest due to related parties as of April 30, 2022 and 2021 amounted to $908,756 and $747,636, respectively.

Purchase Agreement and Convertible Notes

August 6, 2021, the Company consummated the closing of a private placement offering pursuant to the terms and conditions of that

certain Securities Purchase Agreement, dated as of August 6, 2021 (the “Purchase Agreement”), between the Company and

certain accredited investors.

At closing, the Company sold (i) 8% Senior Convertible Notes in an aggregate principal amount of

$11,000,000 and (ii) warrants to purchase up to 7,333,334 shares of our common stock (the “Noteholder Warrants”).

The Company received an aggregate of

$11,000,000 in gross proceeds from this private placement, before deducting offering expenses and commissions.

The 8% Senior

Convertible Notes are convertible into shares of common stock at any time following the date of issuance and prior to mandatory

conversion (as defined in the Notes) at the conversion price equal to the lesser of:

(i) $30.00, subject to adjustment set forth in

the 8% Senior Convertible Notes and (ii) in the case of an uplist to the Nasdaq, the uplist conversion price (as defined in the 8%

Senior Convertible Notes) of our common stock.

Company used the net proceeds from this transaction for working capital purposes and to pay the outstanding principal amount and accrued

interest through August 6, 2021 of the $2,000,000 secured term promissory note dated April 15, 2021 that bore interest at the rate of

15% per annum to SB Invesco LLC, a Wyoming limited liability company.

Capital Securities, LLC served as placement agent for the private placement.

convertible notes mature on August 6, 2022, and bear interest at 8% per annum payable on each conversion date (as to that principal amount

then being converted), on each redemption date as well as mandatory redemption date (as to that principal amount then being redeemed)

and on the maturity date, in cash.

The notes are convertible into shares of the Company’s common stock at any time following the

date of issuance and prior to Mandatory Conversion (as defined in the convertible notes) at the conversion price equal to the lesser

(i) $30.00, subject to adjustment and (ii) in the case of an up-list to the Nasdaq, the up-list Conversion Price (as defined in the

convertible notes) of the Company’s common stock during the two trading day period after each conversion date;

however , that at any time from and after December 31, 2021 or upon an Event of Default (as defined in the convertible notes),

the holder had the right, by delivery of written notice to the Company, elect to cause all, or any part, of the notes to be converted,

at any time thereafter, all, or any part of, the then outstanding aggregate principal amount of the convertible notes into shares of

common stock at the alternate conversion price.

The convertible notes rank pari passu with all other notes now or thereafter issued

under the terms set forth in the convertible notes.

The convertible notes contain certain price protection provisions providing for adjustment

of the number of shares of common stock issuable upon conversion in case of certain future dilutive events or stock-splits and dividends,

including the reverse stock split we contemplating effectuation prior to or upon the effectiveness of the registration statement of which

this prospectus forms a part.

The notes issued in the August 6, 2021 private placement will automatically convert into shares of common

stock at a 20% discount to the public offering price upon the closing of the offering.

warrants are exercisable for five years from August 6, 2021, at an exercise price equal to the lesser of $30.00 or a 20% discount to

the public offering price that a share of the Company’s common stock or unit (if units are offered) is offered to the public resulting

in the commencement of trading of the Company’s common stock on the Nasdaq, New York Stock Exchange or NYSE American.

upon completion of this offering the exercise price of the warrants issued in the August 6, 2021 private placement will be reset to a

20% discount to the public offering price in accordance with the terms of the warrants.

The warrants contain certain price protection

provisions providing for adjustment of the amount of securities issuable upon exercise of the warrants in case of certain future dilutive

events or stock-splits and dividends, including the reverse stock split we contemplating effectuation prior to or upon the effectiveness

of the registration statement of which this prospectus forms a part.

Company’s obligations in this transaction are guaranteed by the Company’s subsidiaries.

The Company’s obligations under

the convertible notes are jointly and severally, unconditionally and irrevocably guaranteed by its subsidiaries.

connection with this transaction, the Company agreed to register the shares of common stock issuable pursuant to the terms of the convertible

notes and the warrants for resale under the Securities Act.

The Company filed registration statement with the SEC on September 8, 2021

and that registration statement was declared effective on January 27, 2022.

However, additional sales of our common shares in the public

market after the date hereof could occur as convertible notes and warrants for resale were not fully registered by the resale registration

statement that we filed on September 8, 2021.

If the public offering price of our common stock in this offering causes the conversion

price to be below approximately $15.00 per share at the time of the closing of this offering, additional conversion shares need to be

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

February 15, 2022, the Company entered into a consignment transaction with consideration of $4,000,000 in exchange for all of the Company’s

right, title, and interest in and to 13,000 units of certain surplus inventory, including all components, parts, additions, and accessions

thereto (collectively, the “Consigned Goods”).

The Company also agreed to purchase the Consigned Goods from the consignor

and make certain payments to the consignor.

As of April 30, 2022, the Company had repaid $965,463 resulting in a net balance of the convertible

note payable of $3,034,537.

Accrued interest on the consignment note was $1,104,839 for the year ended April 30, 2022.

Amendment to Purchase Agreement

December 31, 2021, the Company entered into an Omnibus Amendment Agreement with certain convertible note holders who collectively held

67% or more of the convertible notes and warrants outstanding on August 6, 2021, amending the original purchase agreement and the Company’s

registration obligations.

Simultaneously with the execution of the Omnibus Amendment Agreement, the Company issued to each convertible

noteholder a replacement note in replacement of the convertible note held prior to December 31, 2021 by such noteholder.

original purchase agreement was amended to, among other things, (i) delete Exhibit A and replace it in its entirety with a replacement

8% Senior Convertible Note, (ii) add a new definition of “Inventory Financing”, (iii) amend Section 4.18 to add at the end

of Section 4.18 before the final period “, it being agreed that the provisions of this Section 4.18 shall not apply to the Qualified

Subsequent Financing expected to occur after the date hereof”, (iv) delete Section 4.20 and replace it in its entirety with substantially

the same text, including the following after the period, replacing the period with a semicolon:

provided that the provisions

of this Section 4.20 shall not apply to (i) in respect of any Holder to the extent that such Holder is an investor or a purchaser of

the securities offered pursuant such Subsequent Financing, and (ii) with respect to an Inventory Financing.”, and (v) add a new

section as follows:

Most-Favored Nation.

So long as any of the Notes are outstanding, upon any issuance by the Company or

any of its subsidiaries of any new security, with any term that a majority of the holders of the outstanding Principal Amount of Notes,

reasonably believe is more favorable to the holder of such security or with a term in favor of the holder of such security that a majority

of the holders of the outstanding Principal Amount of Notes reasonably believe was not similarly provided to the Purchasers in the Notes,

the Warrant, or under this Agreement, then (i) the Company shall notify each Note holder of such additional or more favorable term within

one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at the option of a

majority of the holders of the outstanding Principal Amount of Notes, shall become a part of the Transaction Documents (regardless of

whether the Company complied with the notification provision of this Section).

The types of terms contained in another security that

may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment

rate, conversion lookback periods, interest rates, and original issue discounts.

If a majority of the holders of the outstanding Principal

Amount of Notes elects to have the term become a part of the Transaction Documents, then the Company shall immediately deliver acknowledgment

of such adjustment to the Note holder (the “Acknowledgment”) within one (1) business day of Company’s receipt of request

from Investor (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall

not affect the automatic amendments contemplated hereby.”

consideration for entering into the Omnibus Amendment Agreement, the outstanding principal balance of each convertible note holder was

increased by twenty percent (20%) and such increased principal balance is reflected on the replacement note issued to each convertible

giving effect to this increase in principal amount, total outstanding borrowings related to the convertible notes as of April 30, 2022

was $13,200,000, excluding any interest due on the convertible notes at such time.

The outstanding amount is net of discounts of $2,872,222

for a net book value of $10,327,778 as of April 30, 2022.

April 15, 2021, the Company entered into a $2,000,000 note payable.

On August 6, 2021, the Company used the net proceeds from the issuance

of the convertible notes to pay 100% of the outstanding principal and accrued interest of this note.

April 15, 2021, the Company and its subsidiaries, Slinger Bag Americas Inc., (“SBA”), Slinger Bag Canada, Inc., (“SBC”),

Slinger Bag International (UK) Limited (“SB UK”), and Slinger Bag Ltd., (“SBL” and, together with the Company,

SBA, SBC, SB UK, SBL the “Borrower”) issued a $2,000,000 secured term promissory note that bears interest at the rate of

15% per annum (the “Note”) to SB Invesco LLC, a Wyoming limited liability company (the “Lender”).

In connection

with the Note, the Borrower and Lender entered into the following agreements:

loan and security agreement (“BLSA”);

(ii) intellectual

property security agreement (“IPSA”);

pledge agreement (“SPA”);

(iv) intercreditor

agreement (“ICA”);

purchase agreement (“WPA”);

(vi) 2,200,000

warrants to the Lender and Chessler Holdings, LLC to purchase shares of common stock of SBI

(“Warrants”) and, collectively, the “Loan Agreements”).

April 1, 2022, we entered into a loan agreement with Midcity Capital Ltd.

pursuant to which we received $500,000.

The loan bears interest

at a rate of 8% per annum and is required to be repaid in full by July 1, 2022 or such other date as may be accepted by the lender.

accrued interest associated with this note payable was $3,178 as of April 30, 2022.

We are not permitted to make any distribution or

pay any dividends unless or until this loan is repaid in full.

The Company used a portion of the net proceeds of the offering to repay

See “Use of Proceeds.”

amounts due as of April 30, 2022 are summarized as follows:

Payments due by period

Less than 1 year

More than 5 years

Convertible notes payable

Notes payable

Notes payable - related party

to the BLSA, the Borrower granted to the Lender, as collateral security for the payment and performance of all of the obligations and

liabilities of any member of and all of the Borrower in favor of the Lender (the “Obligations”), due or to become due, existing

or hereafter incurred, contracted or acquired, a first priority continuing security interest in all of the assets and personal property

of the Borrower and its business (the “Collateral”).

Such security interest is a first priority security interest in the

the occurrence of an Event of Default (as defined in the BLSA), the Lender may (i) at any time thereafter, in its discretion transfer

any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and

hold the same as security for all Obligations or apply it on any or all amounts due on the Obligations in such order as Lender may elect

in its sole discretion, (ii) enter the Borrower’s premises and take control of its business and (iii) require each Borrower to

establish, at Borrower’s expense, a lock box account with such bank acceptable to Lender, into which Borrower shall promptly deposit

and direct their account debtors to directly remit all payments on receivables and which such payments or deposits shall be the property

solely of the Lender.

secure the prompt payment to the Lender of the Obligations of the Borrower, the Borrower pledged and granted to the Lender a continuing

security interest in and lien upon all of Borrower’s right, title and interest in, to and under the following, whether presently

existing or hereafter created or acquired (collectively, the “ IP Collateral ”):

trademarks and trademark licenses to which the Borrower is a party;

patents and patent licenses to which Borrower is a party;

copyrights and copyright licenses to which Borrower is a party;

intellectual property not covered by the foregoing;

rights to sue third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any

intellectual property, including injury to the goodwill associated with any trademark, and all causes of action for the same;

All proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against

third parties for loss of, damage to, or destruction of, the foregoing IP Collateral and (ii) payments due or to become due under copyright

licenses, patent licenses or trademark licenses and proceeds payable under, or unearned premiums with respect to, policies of insurance

in whatever form regarding the foregoing Collateral.

to the SPA, SBI pledged, assigned and granted to the Lender and created a continuing first priority lien and security interest in favor

of the Lender in and to all of its right, title, and interest in and to the following, property (collectively, the “Security Collateral”)

to secure the due and prompt payment and performance of the Borrower’s Obligations:

(a) 100% of the shares in each of its subsidiaries SBA, SBC, SB UK and SBL;

proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto,

and all accessions to, substitutions, and replacements for, and profits and products of, each of the foregoing, and any and all proceeds

of any insurance, indemnity, warranty, or guaranty payable to the Borrower from time to time with respect to any of the foregoing.

Borrower also agreed, from time to time, as may be required by the Lender with respect to all Security Collateral, to take all actions

as may be requested by the Lender to perfect the security interest of the Lender in the Security Collateral and so that control of such

Security Collateral is obtained and at all times held by the Lender.

Borrower further authorized the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements

and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of

any financing statement or amendment relating to the Security Collateral, without the signature of the Borrower where permitted by law.

the ICA, until the obligations, liabilities and indebtedness of every nature of the Borrower from time to time owed to the Lender under

the Loan Agreements (the “First Lien Obligations”) have been paid in full, any other creditor’s security interest in

and lien on the Collateral to secure the payment and performance of their obligations were subordinated to the Lender’s security

interests in and liens on the Collateral to secure the First Lien Obligations, regardless of the order or time of attachment, or the

order, time, or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of

perfecting a lien.

to the WPA, SBI issued and sold to the Lender 2,000,000 warrants to purchase common stock of SBI and to Chessler Holdings, LLC 200,000

warrants to purchase common stock of SBI (together, the “Warrants”).

Warrant permits its holder to purchase shares of SBI’s common stock at an exercise price of $0.025 per share, subject to the option

to cashless exercise such warrants.

warrant has other customary terms found in like instruments, including, but not limited to, events of default.

expect that working capital requirements will continue to be funded through a combination of our existing funds, cash flows from operations

and further issuances of debt and/or securities.

Our working capital requirements are expected to increase in line with the growth of

our business.

working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations

over the next twelve months.

We have no lines of credit or other bank financing arrangements.

Generally, we have financed operations

to date through the proceeds of the private placement of equity and debt instruments.

In connection with our business plan, management

anticipates additional increases in operating expenses and capital expenditures relating to (i) acquisition of inventory;

(ii) developmental

expenses associated with a start-up business;

and (iii) marketing expenses.

We intend to finance these expenses with further issuances

of securities and debt issuances.

Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term

operating requirements.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders.

Further, such securities might have rights, preferences or privileges senior to our common stock.

Additional financing may not be available

upon acceptable terms, or at all.

If adequate funds are not available or not available on acceptable terms, we may not be able to take

advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Accrued interest due to related parties as of April 30, 2023 and 2022 amounted to $917,957 and $908,756,

respectively.

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 and accrued interest in respect

of the Loan Agreements (as defined above) and certain other expenses they incurred in connection with the Company.

Sheet Arrangements

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What changed 10-K

Item 7. Management’s Discussion and Analysis