What changed in this filing

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Item 1. Business

2024-07-25 compared with 2023-09-14 · 645 added, 201 removed, 293 unchanged (74% of the section changed)

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Bag Americas acquired 2,500 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 200,000 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 200,000 shares of common stock (approximately 82%) of

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

On September 16, 2019, SBL transferred its ownership of Slinger

Bag Americas to Lazex in exchange for the 2,500 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 2,500 shares of common stock (approximately 82%) of Lazex.

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

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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.

forward split of its outstanding shares of common.

All share and per share information contained in this report have been retroactively

adjusted to reflect the impact of the stock split.

Effective June 27, 2024, the Company increased the number of authorized

shares of common stock from 300,000,000 to 1,000,000,000.

June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership

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(“Gameface”).

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

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

February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd.

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Connexa is now the holding company under which Slinger

Bag, PlaySight, Gameface and Foundation Sports reside.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, Foundation Sports, PlaySight and Gameface

are collectively referred to as the “Company.”

Bag and Gameface reside.

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

to as 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

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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

November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company.

Gabriel and Rohit were members

of the audit and compensation committees.

Gabriel Goldman was a member of the Company’s Nominating and Corporate Governance Committee.

Neither Gabriel nor Rohit

advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Neither Gabriel nor Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies

or practices.

November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and

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December 31, 2024.

The Buyer timely elected to extend the maturity date of the Promissory Note to 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

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a reserve for the investment at the full amount of $500,000.

The Company intends to enter into a database access and marketing agreement

The Company entered into a database access and marketing agreement

with Foundation Sports pursuant to which Foundation Sports will (i) provide the Company with sporting or racquet facility information

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called with Desarrollo y Promocion de Padel S.L.

This agreement is contracted to deliver approximately $20million in revenue over a 5-year

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.

This agreement is contracted to deliver approximately $15 million in revenue by the

November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which

the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash.

Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF

a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to create, incur,

assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

previously disclosed on the Current Report on Form 8-K furnished with the SEC on September 9, 2020, the Company entered into a service

agreement dated September 7, 2020 (the “YK Employment Agreement”) with Yonah Kalfa, the Company’s chief innovation

officer and member of the Company’s board of directors.

Pursuant to Sections 2.1(a) and 2.1(b) of the YK Employment Agreement,

the Company owes Mr.

Kalfa $1,137,000 in salary (the “Salary Compensation”) through January 31, 2024 to Mr.

Company was unable to pay Mr.

Kalfa any of the compensation in cash and, given Mr.

Kalfa’s extraordinary contribution to the Company,

pursuant to Section 2.1(b) of the YK Employment Agreement, on January 20, 2024 the Company agreed to pay $1 million of the $1.137 million

owed (with Mr.

Kalfa waiving the right to receive the $137,000 balance) via an issuance of shares of Common Stock as memorialized by

that certain Deferred Payment Conversion Agreement with Mr.

Kalfa, dated January 20, 2024 (the “2024 Agreement”).

Agreement sets forth the price per share of the shares to be issued (267,380), the number of shares to be issued using that price ($3.74),

and the amount due to Mr.

Kalfa through January 31, 2024.

to administrative delays, the Company did not issue the shares in January.

Rather, on March 15, 2024, the Company issued 220,265 shares

of Common Stock.

This is the amount of stock owed for a $1 million payment at a conversion price of $4.54, which was the closing price

of the Common Stock on March 13, 2024 (and a higher price than the closing price on March 14, 2024).

shareholder approval was required for the issuance of the 220,265 shares because it was less than 20% of the number of the Company’s

outstanding shares of Common Stock as of March 14, 2024 and was issued at a price per share ($4.54) above the Minimum Price as defined

under Nasdaq Listing Rule 5635(d).

Company sought and obtained shareholder approval, pursuant to Nasdaq Listing Rule 5635(c), to issue the balance of 47,115 shares (267,380

minus 220,265) to Mr.

Shares were issued on May 24, 2024 without registration under the Securities Act of 1933, as amended (the “Securities Act”),

in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

January 20, 2024, the Company agreed to issue to Mike Ballardie, the Company’s chairman of the board and chief executive

officer, warrants to purchase 317,514 shares of common stock (the “MB Warrants”) at an exercise price of $0.02 per share

and with a term of 10-years as compensation for his extraordinary contribution to the company, in exchange for Mr.

waiver of his right to receive any outstanding bonus payments as described in clause 2.2 of his service agreement with Slinger Bag

International (UK) Limited dated 1 November 2020 (the “Service Agreement”) to which he would otherwise be entitled to

receive through January 31, 2024.

and Recent Transactions

March 18, 2024, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) and a share exchange

agreement (the “Share Exchange Agreement,” and together with the Share Purchase Agreement, the “Agreements”)

to acquire a total of 70% of the issued and outstanding ordinary shares of Yuanyu Enterprise Management Co., Limited (“YYEM”),

a Hong Kong company, from the sole shareholder of YYEM, Mr.

Hongyu Zhou (the “Seller”), for a combined $56 million.

The consummation

of the transactions contemplated in the Agreements will result in a change in control of the Company as the shareholders of YYEM will

become the owners 82.4% of the issued and outstanding shares of common stock of the Company (the “Common Stock”).

of this transaction, as further described below under the heading of “The Separation Agreement”, the Company has agreed to

sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established entity to be owned by Yonah Kalfa and Mike Ballardie.

Acquisition Structure

to the Share Purchase Agreement, the Company agreed to purchase, and the Seller agreed to sell, 2,000 ordinary shares of YYEM, representing

20% of the issued and outstanding ordinary shares of YYEM, for the purchase price of $16,500,000 (the “Share Purchase Consideration”),

payable in cash (the “Share Purchase Transaction”).

The Share Purchase Transaction closed on March 20, 2024.

to the Share Exchange Agreement, the Company has agreed to purchase, and the Seller has agreed to sell, 5,000 ordinary shares of YYEM,

representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of Common Stock to the Seller

(the “Share Exchange Transaction,” and together with the Share Purchase Transaction, the “Transactions”).

shares are expected to represent 82.4% of the issued and outstanding shares of Common Stock as of the date of the closing of the Share

Exchange Transaction (the “Share Exchange Consideration”).

Exchange Shares will be issued without registration under the Securities Act, in reliance upon a safe harbor for offshore transactions

or an exemption from registration for transactions not involving a public offering and, as such, will constitute “restricted securities”

within the meaning of Rule 144 under the Securities Act.

Under Rule 144, the Exchange Shares generally may not be offered or sold publicly

unless they have been held for at least six months and subject to other conditions.

connection with the Exchange Transaction, the Company has agreed that at or prior to the closing date of the Acquisition (the

“Closing Date”), it will enter into a separation agreement to sell, transfer and assign all or substantially all of its

legacy business, assets and liabilities related to or necessary for the operations of its “Slinger Bag” business or

products (the “Legacy Business”) to a newly established entity (“NewCo”), and that after the Closing Date,

NewCo will have the sole right to and obligations of the Legacy Business and will be liable to the Company for any losses arising

from third-party claims against the Company that arise from liabilities related to the Legacy Business (the

“Separation”).

NewCo will be majority owned by Yonah Kalfa and Mike Ballardie.

a pro forma basis, as of April 30, 2024, the Legacy Business’ assets were approximately $5.1 million (which represents the assets

of the Company as of January 31, 2024, minus, on a pro forma basis, the $16.5 million used for the purchase of 20% ownership of YYEM

in April 2024), and the liabilities of the Legacy Business were $12.0 million (which represents the liabilities of the Company as of April 30, 2024).

Accommodations

an inducement to the Company to complete the Transactions, the Agreements provide that aggregate payments of (a) $4,500,000 shall be

made to the Company in cash by YYEM and (b) $500,000 shall be made to NewCo (as defined under the header “The Separation Agreement”)

in cash by YYEM, as follows:

(i) $800,000 payable within two (2) business days of the date of the Agreements;

(ii) $1,200,000 payable

within three (3) business days of the Company changing its ticker symbol from “CNXA” to “YYAI,” or such other

symbol as the parties may agree;

(iii) $2,000,000 payable at the Closing and (iv) $500,000 to be paid within 30 days from the Closing

Date and paid to NewCo.

Out of the $4,500,000, the Company paid $2,142,857 to certain companies for arranging the Transactions.

following the Acquisition

or after the Closing, the board of directors of Connexa (the “Board”) shall comprise those individuals designated by YYEM

Seller, and all current members of the Board shall resign with such resignation being effective on the later of the Closing or the appointment

or election of the new directors.

Share Exchange, as amended, provides that:

or before the Closing Date, the Company shall obtain approval from holders of shares of Common Stock for the Share Exchange Transaction

and other matters related to the Share Exchange Transaction.

Such stockholder approval was received on May 15, 2024;

or before the Closing Date, the Company shall obtain approval from Nasdaq for the Reverse Stock Split of the Common Stock at a ratio

to be determined by the parties.

a condition to Closing, from the date of the Exchange Agreement through the Closing Date, the existing shares of Common Stock shall

have been continually listed on Nasdaq, and the Company shall have not received a determination from Nasdaq indicating that the Common

Stock will be delisted from Nasdaq;

the Company and YYEM shall cooperate to effectuate a reverse stock split, obtain approval from Nasdaq of a new listing application to be submitted to Nasdaq in connection with the Share Exchange Transaction, and provide such information as is necessary for the Company to obtain shareholder approval of the Share Exchange Transaction and other matters relating thereto.

The shareholder

approval was obtained on May 15, 2024, and a new listing application was submitted to Nasdaq in May 2024, which is currently under

review by Nasdaq and the 1:20 reverse split took place on 27 June 2024.

cannot provide assurance as to when, or if, all of the closing conditions will be satisfied or waived by the relevant party.

date of this prospectus, we have no reason to believe that any of the conditions will not be satisfied.

the Closing, the Company shall deliver to YYEM Seller the following:

of all resolutions of the Board authorizing the execution, delivery, and performance of the Exchange Agreement and the other agreements,

instruments, and documents required to be delivered in connection with the Exchange Agreement or at the Closing to which the Company

is a party and the consummation of the transactions contemplated hereby and thereby;

Exchange Shares;

documents, instruments, agreements and certificates that may be deliverable in connection with the performance or fulfillment of

the conditions under Section 6.01 and Section 6.03 of the Exchange Agreement that are relevant to the Company;

duly executed bought and sold note, as applicable;

other documents, instruments and writings which may be reasonably requested by YYEM Seller to be delivered by the Company at or prior

to the Closing pursuant to the Exchange Agreement.

the Closing, YYEM Seller shall deliver to the Company the following:

of the Closing Cash Payment (as defined in the Exchange Agreement);

good standing certificate (or its equivalent) for YYEM from the relevant governmental authority of Hong Kong, if applicable, and

each other jurisdiction where YYEM is qualified, registered, or authorized to do business, if any;

the YYEM shares are represented by certificates, such certificates duly endorsed for transfer by YYEM Seller, as applicable;

counterpart to any consents required in connection with the transactions contemplated by the Exchange Agreement;

documents, instruments, agreements and certificates that may be deliverable in connection with the performance or fulfillment of

the conditions under Section 6.01 and Section 6.02 of the Exchange Agreement that are relevant to YYEM Seller;

duly executed bought and sold note as may be required under the law of Hong Kong;

other documents, instruments and writings which may be reasonably requested by YYEM Buyer to be delivered by YYEM Seller and YYEM

at or prior to the Closing pursuant to the Exchange Agreement.

Exchange Agreement may be terminated by mutual written consent of the Company and the YYEM Seller at any time before the Closing or by

either the Company or the YYEM Seller at any time before the Closing if the Share Exchange Transaction has not been consummated by the

date that is 180 days from the date of the Exchange Agreement (the “Termination Date”) or if any party breaches the Exchange

Agreement with respect to the closing conditions and such breaches cannot be cured by the Termination Date.

If the Exchange Agreement

is terminated by the Company unilaterally and of its own volition other than due to the aforementioned termination conditions, the Company

shall be liable for a termination fee in the amount of three times the fees and costs incurred by the YYEM Seller in connection with

the Share Exchange Transaction up to a maximum amount in the aggregate of $600,000, with certain exceptions, including, but not limited

to lack of SEC or Nasdaq approval of the Share Exchange Transaction or lack of approval from holders of shares of Common Stock.

Company’s Board and stockholders have approved the Proposed Reverse Stock Split of its Common Stock within a range of 1-for-10

to 1-for-100, with the Board having set the specific ratio at 1-20 and determined the date for the Proposed Reverse Stock Split to be

effective to be June 27, 2024.

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.

September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the

Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then

outstanding balance of $70,153 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash

for general purposes.

The Company agreed to pay Meged $15,107 each week until the Meged Second Receivable Amount was paid in full.

order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted

to Meged a security interest in all accounts receivable and all proceeds therefrom as such term is defined by Article 9 of the Uniform

Commercial Code (UCC).

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on

or with respect to any of such collateral.

August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500

in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000

in cash less fees of $50,000.

The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount was paid

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 all accounts receivable and all proceeds therefrom as such term is defined by Article 9 of the Uniform Commercial

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.

Meeting of Stockholders

September 13, 2023 the Company held a special meeting of stockholders in which the following items were approved:

(i) the issuance

of (i) 1,274 shares of the our common stock, par value $0.001 per share, that were issued on October 3, 2023, and, (ii) 14,753

shares of our common stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.0002 per share, (iii) 16,026

shares of common stock issuable upon the exercise of 5-Year Warrants at an exercise price of $312 per share, (iv) 32,052 shares of

common stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $344 per share and (v) 22,625 shares of our

common stock issuable upon the exercise of 5.5 Year Warrants at an at an exercise price per share equal to $1,768 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

September 25, 2023, as a result of the shareholder approval obtained at the special meeting of stockholders on September 13, 2023 and

the Reverse Stock Split, the aggregate number of Pre-Funded Warrants, 5-Year Warrants, 5.5-Year Warrants and 7-Year Warrants increased

from 85,455 to 471,348 due to certain adjustments that were required to be made by the terms of the relevant warrants in the event of

receipt of shareholder approval and the occurrence of the Reverse Stock Split.

Transactions from September 2023 to April 2024

September 18, 2023 through April 30, 2024, the Company issued Armistice 473,935 shares of Common Stock related to the exercise of the

pre-funded warrants.

October 11, 2023, the Company, the Lenders and the Agent (as defined in the LSA) entered into a loan and security modification agreement

to allow for an additional loan of $1,000,000 pursuant to the loan and security modification agreement.

In addition, on October 11, 2023,

the Company agreed to issue warrants to purchase up to 8,460 shares of Common Stock at an exercise price of $138 per share (the “October

December 6, 2023, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with Armistice

with regard to certain of the Company’s existing warrants to purchase up to a total of 248,611 shares of Common Stock, consisting

(i) 70,508 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of

$35.46 per share with a term of five year (the “September 2022 Five Year Warrants”);

(ii) 155,479 shares of Common Stock

issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $70.92 per share with a term of seven

and one half years (the “September 2022 Seven and a Half Year Warrants”);

and (iii) 22,625 shares of Common Stock issuable

upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022

Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “2022 and 2023 Warrants”).

to the Inducement Letter, Armistice agreed to exercise for cash the 2022 and 2023 Warrants to purchase an aggregate of 248,611 shares

of Common Stock at a reduced exercise price of $5.88 per share in consideration of the Company’s agreement to issue common stock

purchase warrants to purchase up to an aggregate of 497,221 shares of Common Stock (the “December Warrants”).

received aggregate gross proceeds of $1,461,827.68 from the exercise of the 2022 and 2023 Warrants by the Holder, before deducting offering

expenses payable by it.

The transaction closed on December 7, 2023.

resale of the shares of the Common Stock underlying the 2022 and 2023 Warrants and 224,472 shares of Common Stock owned by Sapir LLC,

a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No.

declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

of February 21, 2024, the total amount owed pursuant to the Note was $3,197,335.65.

Of this amount, the Company received gross proceeds

of $3 million from the Lenders.

February 21, 2024, the Company and the Lenders and the Agent entered into a Waiver, Warrant Amendment and Second Loan and Security Modification

Agreement (the “Waiver, Amendment, and Modification Agreement”).

to the Waiver, Amendment, and Modification Agreement, the Lenders and the Agent agreed to waive certain events of default with regard

to certain covenants and obligations the Company had pursuant to (a) that certain registration rights agreement between the Company and

the Lenders and the Agent entered into in September 2022, (b) the LSA (as modified), and (c) the Inducement Letter.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed to modify the Loan and Security

Agreement such that the Note is now convertible into up to 499,584 shares of Common Stock based on the agreed to conversion price of

The Company believed that the $6.40 conversion price meets the definition of “Minimum Price” in Nasdaq Listing Rule

to the Waiver, Amendment, and Modification Agreement, the Lenders and the Agent agreed to use their reasonable best efforts to voluntarily

convert all amounts owed under the Note on or prior to the last trading day before the trading day on which the next meeting of the Company’s

shareholders would take place.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed that following shareholder approval,

which the Company obtained on May 15, 2024, the October Warrants and December Warrants have been amended to lower the exercise price

of such warrants to $3.20 per share.

to the Waiver, Amendment, and Modification Agreement, the Company agreed that Slinger Bag Americas Inc., a Delaware subsidiary of the

Company (“Slinger”) would, within ten (10) business days of the six month anniversary of the effectiveness of the registration

statement on Form S-1 registering the shares of Common Stock issuable pursuant to the conversion of the Note (the “Effectiveness

Date”), pay in cash to the Lenders and the Agent the difference, if any, between (i) $6 million (the “Guaranteed Amount”)

and (ii) the combined gross proceeds realized by the Lenders and the Agent from its sale of the shares of Common Stock issued pursuant

to (a) conversions of the Note and (b) exercises of the October Warrants and December Warrants(the “Realized Amount”).

is obligated to fund an escrow account with $2 million within ten (10) weeks of February 21, 2024.

The Company and the Lenders and the

Agent also agreed that if, due to a Force Majeure Event, the Lenders and the Agent had not fully converted the Note prior to the six-month

anniversary of the Effectiveness Date, the Company would repurchase the Note and the October Warrants and December Warrants by paying

in cash to the Lenders and the Agent the difference, if any, between the Guaranteed Amount and the Realized Amount.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed that once the Note was fully repaid

(either via a combination of cash payments and conversions into shares of Common Stock or just via conversions into shares of Common

Stock) all liens and security interests of the Lenders and the Agent in any and all of the property of the Company and the Guarantors

(as defined in the Waiver, Amendment, and Modification Agreement) would be automatically released and terminated, including without limitation,

any liens and security interests evidenced by Uniform Commercial Code financing statements.

to the Waiver, Amendment, and Modification Agreement, the Company agreed to prepare and file a registration statement on Form S-1 registering

the shares of Common Stock issuable pursuant to the conversion of the Note with the SEC within five (5) business days of February 21,

2024 and use commercially reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as

practical thereafter and, in any event, within thirty (30) calendar days of February 21, 2024.

A registration statement was filed and

became effective on March 1, 2024 in compliance with this obligation.

April 15, 2024, the Company acknowledged and agreed to the entrance into a warrant purchase agreement (the “Morgan WPA”)

by Armistice and Morgan Capital LLC (“Morgan”) pursuant to which Armistice sold the October and December 2023 Warrants to

Morgan for $2,500,000 in cash.

Pursuant to the Morgan WPA, Armistice agreed that the obligation of Slinger Bag Americas to, within 10

Business Days of the six month anniversary of the Waiver, Amendment, and Modification Agreement, pay in cash to Armistice the difference,

if any, between (i) $6 million and (ii) the combined gross proceeds to be realized by the Holder from its sale of the Company’s

common stock issued pursuant to (a) conversions of the note (which as of the date hereof has been fully converted into shares of the

Company’s common stock) and (b) exercises of the Warrants would be terminated and of no further effect and force.

pursuant to the Morgan WPA, Armistice agreed that the obligation of Slinger Bag Americas to maintain an escrow account with its counsel

in the amount of no less than $2,000,000 would be terminated and of no further effect and force.

Armistice further agreed that any and

all liens and security interests of Armistice in any and all of the property of the Company and the Guarantors (as such terms are defined

in the Waiver, Amendment, and Modification Agreement) would be automatically released and terminated, including without limitation, any

liens and security interests evidenced by Uniform Commercial Code financing statements.

October 12, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to reduce the percentage of

shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute

a quorum for the transaction of any business from a majority to thirty-three and one third percent (33 1/3%).

Issuance to Sapir

November 14, 2023, the Company issued 11,224 shares of Common Stock to Sapir LLC.

Sapir LLC is controlled by Aitan Zacharin, an investor

relations and financial structuring consultant to the Company who is a party to an amended and restated consulting agreement with the

Company dated April 30, 2020 (the “AZ Consulting Agreement”).

Pursuant to the AZ Consulting Agreement, the Company owed Mr.

Zacharin $127,500 as consulting fee compensation through November 30, 2023 (the “Consulting Fee Compensation”).

the Company granted Mr.

Zacharin $127,500 as discretionary compensation (“Discretionary Compensation”) pursuant to Section

2.1(d) of the AZ Consulting Agreement.

In consideration of the Consulting Fee Compensation and the Discretionary Compensation, the issuance

of shares of Common Stock consisted of (i) 8,017 shares of Common Stock as payment of the Consulting Fee Compensation, and (ii) 3,207

shares of Common Stock as payment of the Discretionary Compensation.

January 30, 2024, the Company received a letter from the staff of the Nasdaq Stock Market confirming that following the receipt of a

an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company

has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as

required by the Nasdaq Hearing Panel’s (“Panel”) decision dated April 12, 2023, as amended, and (ii) in application

of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such

If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds that the

Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to

provide Staff with a plan of compliance with respect to such deficiency and the Staff will not be permitted to grant additional time

for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance

period pursuant to Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity

to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

The Company will

have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities

may at that time be delisted from Nasdaq.

is further reported that, in application of Listing Rule 5815(d)(4)(B), the Company is also subject to a mandatory panel monitor in respect

of its periodic filing requirements in Listing Rule 5250(c)(1) (the “Periodic Filing Rule”) for a period of one year from

October 11, 2023.

If, within that one-year monitoring period, the Staff finds the Company again out of compliance with the Periodic Filing

Rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to that

deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency,

nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).

Instead, Staff will issue a Delist

Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings

Panel if the initial Panel is unavailable.

The Company will have the opportunity to respond/present to the hearing panel as provided

by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

December 12, 2023, the Company received a letter (the “Notice”) from the Staff informing the Company that because the closing

bid price for the Common Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company was not in compliance with

the minimum bid price requirement for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given a period of 180 calendar days

from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement.

June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)

indicating that (i) the Company did not regained compliance with the Rule within the prescribed time period and is not eligible for a

second 180-day remediation period.

Specifically, the Company did not comply with the $5,000,000 minimum stockholders’ equity initial

listing requirement for The Nasdaq Capital Market under the Equity Standard and (ii) unless the Company requests an appeal by June 18,

2024, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and

will be suspended at the opening of business on June 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission

(the “ SEC ”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market

(the “ Delisting Determination ”).

The Company appealed of the Delisting Determination

on June 18, 2024 by requesting a hearing before the Panel to stay the suspension of the Company’s securities.

The hearing panel

date was set for July 25, 2024.

Through the subsequent filing of the Form 25-NSE with the SEC.

On June 27, 2024, the Company effected

a 1-20 reverse stock split, which brought its share price to $8.31, which, in turn, caused the Company to regain compliance with the Minimum

Bid Price Requirement and on July 11, 2024, the company’s closing bid price was in excess of $1 for a continuous 10-day trading

On July 18, 2024, the Company received Nasdaq confirmation that the hearing has been cancelled and the Delisting Determination

has been withdrawn.

can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements.

January 2024 Offering

January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three

investors (the “January 2024 Investors”) for the issuance and sale to each investor of (i) 116,510 shares of Common Stock

and (ii) the Pre-Funded Warrants to purchase an aggregate of 1,258,490 shares of Common Stock at a combined purchase price of $0.40 per

share of Common Stock for an aggregate amount of approximately $16.5 million.

The Pre-Funded Warrants have an exercise price of $0.0002

per share of Common Stock and are exercisable beginning on May 15, 2024, the date stockholder approval was received and effective, allowing

exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full.

The aggregate number of

Shares issued to the January 2024 Investors is 349,530 and the aggregate number of Pre-Funded Warrants is 3,775,470.

April 2024 through May 2024, the Company acknowledged and agreed to the entrance into certain warrant purchase agreements (the “WPAs”)

by the January 2024 Investors and 10 purchasers (the “Pre-Funded Warrants Purchasers”) pursuant to which the January 2024

Investors sold all of the 3,775,470 Pre-Funded Warrants to Pre-Funded Warrants Purchasers for an aggregate amount of $18,877,350 in cash.

Issuance to Smartsports

January 23, 2024, the Company issued 10,000 shares of Common Stock to Smartsports LLC.

Smartsports LLC is an investor relations consultant

to the Company who is a party to a consulting agreement with the Company dated January 23, 2024 (the “Smartsports Consulting Agreement”).

Pursuant to the Smartsports Consulting Agreement, the Company agreed to issue and deliver to Smartsports LLC 10,000 shares of Common

Stock as a consulting fee for the provision of investor relations services (the “Consulting Fee Compensation”) and use its

commercially reasonable efforts to prepare and file with the Securities Exchange Commission a registration statement covering the resale

of all of the shares on Form S-1 as soon as is reasonably practicable.

Agile Capital LLC Agreement

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan

Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile

Jan Receivable Amount”) in exchange for $1,000,000 in cash.

The Company agreed to pay Agile Capital Funding, LLC (“Agile”)

$52,142.86 each week until the Agile Receivable Amount is paid in full.

In order to secure payment and performance of the Company’s

obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in all present and future accounts

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.

The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the

ACF Receivable Amount (as defined below).

Advance Agreement No.1

January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which

the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000

The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid

In order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company

granted to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed

not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

Funding Solutions Agreement

March 6, 2024, the Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions (“UFS”)

pursuant to which the Company sold $323,350 in future receivables to UFS (the “UFS Receivable Amount”) in exchange for $200,000

The Company agreed to pay UFS $9,798.49 each week until the UFS Receivable 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 all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or permit to

exist, directly or indirectly, any lien on or with respect to any of such collateral.

Advance Agreement No.

April 3, 2024, the Company entered into an agreement with Cedar (the “Second Cedar Agreement”) pursuant to which the Company

sold $438,000 in future receivables to Cedar (the “Second Cedar Receivable Amount”) in exchange for $285,000 in cash.

Company agreed to pay UFS $14,600 each week until the Second Cedar Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to Cedar under the Second Cedar Agreement, the Company granted

to Cedar a security interest in all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or

permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

Advance Agreement No.

April 22, 2024, the Company entered into an agreement with Cedar (the “Third Cedar Agreement”) pursuant to which the Company

sold $481,800 in future receivables to Cedar (the “Third Cedar Receivable Amount”) in exchange for $310,200 in cash.

Company agreed to pay UFS $18,530.77 each week until the Third Cedar Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to Cedar under the Third Cedar Agreement, the Company granted

to Cedar a security interest in all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or

permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

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

of a portable tennis ball launcher, a portable padel tennis ball launcher and a portable pickleball launcher and Gameface, providing

AI technology and performance analytics.

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only a few being sold directly to tennis playing consumers.

Recent Events

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.

the next five years, we believe that there will be a significant increase in demand from sports consumers for AI (artificial

intelligence) technology that will play an integral role in supporting their enjoyment of their chosen sport through personalized

insights and analytics and associated self-coaching tools.

May 15, 2024, the Company held its 2024 annual general meeting of stockholders at which the following items were approved:

nominations of Mike Ballardie, Yonah Kalfa, Kirk Taylor, Stephen Crummey, and Rodney Rapson for election as directors at the Annual

Meeting until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified.

appointment of Olayinka Oyebola & Co.

to continue as our independent registered public accounting firm for the fiscal year ended

April 30, 2024.

approval of the issuance of shares of our common stock pursuant to that certain Share Exchange Agreement dated March 18, 2024 (the

“Exchange Agreement”) among the Company, Mr.

Hongyu Zhou (the “YYEM Seller”), and Yuanyu Enterprise Management

Co., Limited (“YYEM”), in exchange for 50% of the issued and outstanding ordinary shares of YYEM.

The Exchange Agreement

is a part of a transaction between the Company, YYEM Seller, and YYEM, whereby the Company agreed to purchase a total of 70% of the

issued and outstanding ordinary shares of YYEM by entering into a share purchase agreement (the “Purchase Agreement”)

and the Exchange Agreement as described in the Company’s Schedule 14A filed on May 2, 2024.

Upon the closing of the Acquisition,

YYEM Seller will be issued the number of Exchange Shares equal to 82.4% of the Company’s issued and outstanding shares of common

stock immediately following the closing of the Acquisition, and Connexa stockholders as of immediately prior to the closing of the

Acquisition will retain the balance of approximately 17.6% of such outstanding shares.

amendment to the Company’s certificate of incorporation to increase the authorized shares of its common stock from 300,000,000

shares to 1,000,000,000 shares.

approval of an amendment to the Company’s certificate of incorporation to authorize a reverse stock split of its common stock

within a range of 1-for-10 to 1-for-100, with the Board of Directors of the Company to set the specific ratio and determine the date

for the Reverse Stock Split to be effective.

approval of the separation of the Company’s “Slinger Bag” business and products and the transactions contemplated

by the separation agreement related to the transaction contemplated by the Exchange Agreement (the “Share Exchange Transaction”)

Once the Share Exchange Transaction is closed, the current board of directors of the Company will resign and will appoint YYEM’s

slate of directors to the board, which will effect of a change of control of the Company, and the current business of the Company,

including its liabilities, will be spun off and sold to a company to be owned and controlled by Yonah Kalfa, the founder of the Slinger

Bag business and an officer and director of the company, and Mike Ballardie, the Company’s current chief executive officer

and director.

The Company’s current shareholders will not have a participation in the Slinger Bag business from the date of

the closing of the Share Exchange Transaction and onward.

approval of the amendment to the exercise price of the Warrants held by Morgan Capital LLC to $3.20 per share.

approval of the issuance of shares of Common Stock to certain investors party to the Company’s securities purchase agreements

entered into in January 2024 when the Company received an investment of $16,500,000 in cash in exchange for the issuance and sale

to each Investor of (i) 116,510 shares of the Company’s common stock (the “Common Stock Shares”) and (ii) pre-funded

warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,258,490 shares of the Company’s common stock

(the “Pre-Funded Warrant Shares”) at a combined purchase price of $4 per share of our common stock for an aggregate amount

of approximately $16.5 million.

The Pre-Funded Warrants have an exercise price of $0.0002 per share of Common Stock and became exercisable

on May 15, 2024 allowing exercisability of the Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised

The aggregate number of Common Stock Shares issued was 349,530 and the aggregate number of Pre-Funded Warrant Shares to

be issued is 3,775,470.

approval of the issuance of 47,116 shares of Common Stock to Yonah Kalfa.

As previously disclosed on the Current Report on Form 8-K

furnished with the SEC on September 9, 2020, the Company entered into a service agreement dated September 7, 2020 (the “YK

Employment Agreement”) with Yonah Kalfa, the Company’s chief innovation officer and a member of the Company’s Board.

Pursuant to Sections 2.1(a) and 2.1(b) of the YK Employment Agreement, the Company owed Mr.

Kalfa $1,137,000 in salary (the “Salary

Compensation”) through January 31, 2024.

The Company was unable to pay Mr.

Kalfa any of the compensation in cash and, given

Kalfa’s extraordinary contribution to the Company, pursuant to Section 2.1(b) of the YK Employment Agreement, the Company

agreed to pay $1 million of the $1.137 million owed (with Mr.

Kalfa waiving the right to receive the $137,000 balance) via an issuance

of shares of Common Stock as memorialized by that certain Deferred Payment Conversion Agreement with Mr.

Kalfa, dated January 20,

2024 (the “2024 Agreement”).

The 2024 Agreement sets forth the price per share of the shares to be issued (267,380), the

number of shares to be issued using that price ($3.78), and the amount due to Mr.

Kalfa through January 31, 2024.

Due to administrative

delays, the Company did not issue the shares in January 2024.

Rather, on March 15, 2024, the Company issued 220,265 shares of Common

This is the amount of stock owed for a $1 million payment at a conversion price of $4.54, which was the closing price of the

Common Stock on March 13, 2024 (and a higher price than the closing price on March 14, 2024).

approval of the issuance of 50,000 shares of Common Stock to each of Yonah Kalfa, Mike Ballardie and Kirk Taylor and 25,000 shares

of common stock to each of Rodney Rapson and Steven Crummey, our directors, for their services and extraordinary contribution to

approval of the issuance of 16,750 shares of Common Stock to each of Juda Honickman, the Company’s chief marketing officer,

and Mark Radom, the Company’s general counsel, for their services and extraordinary contribution to the Company.

approval of the amendment of the 2020 Slinger Bag Inc.

Global Share Incentive Plan to make an additional 1,500,000 shares of the

Common Stock available for the issuance of awards under the plan.

June 27, 2024, the Company effected a 1-20 reverse stock split.

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 next five years, we believe that there will be a significant increase in demand from sports consumers for AI (artificial intelligence)

technology that will play an integral role in supporting their enjoyment of their chosen sport through personalized insights and analytics

and associated self-coaching tools.

the course of the next twelve months, we will be focused on reaching the global tennis, padel tennis and pickleball communities as our

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Currently it is estimated that there are up to as many as 10 million Padel players globally.

In addition, we will also be looking to introduce to

the Tennis market an upgraded Tennis Launcher and towards the latter end of the year we aim to be in a final test phase of our Baseball

/ Softball Launcher consumer testing, as we see this market as a significant future growth opportunity.

In addition, we will also be looking to

introduce to the Tennis market an upgraded Tennis Launcher and towards the latter end of the year we aim to be in a final test phase

of our Baseball / Softball Launcher consumer testing, as we see this market as a significant future growth opportunity.

Manufacturing

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manufacturing capacity is estimated at approximately 5,000 units monthly.

This capacity will be shared across our three Slinger Bag Launcher

products– tennis, pickleball, and padel.

The pickleball product was introduced to the market in March 2023 and was followed by

Padel Tennis in June 2023.

This capacity will be shared across our three Slinger Bag

Launcher products– tennis, pickleball, and padel.

The pickleball product was introduced to the market in March 2023 and has

been well received in the Pickleball community and is currently selling at a rate of around 300 units per month.

In June 2023, the

company introduced its Padel Tennis Launcher under a global distribution agreement with Desarrollo y Promocion de Padel S.L.

January 2024, reworking and production modifications to the Padel Launcher were required following the discovery of issues relating

to the plastic padel court fibres, typically found inside the Padel Court environment, that were becoming ‘melted’ to

the firing wheels of the launcher causing intermittent ball launching issues.

The company worked together with our vendors and the

team at Desarrollo y Promocion de Padel S.L to retro fit both a fix and developed a long-term launcher enhancement that eliminates

the potential for this issue to re-occur.

Unfortunately, this issue resulted in a short-term consumer confidence issue that impacted

the delivery of the 2024 minimum volumes.

developing our Slinger Bag tennis, pickleball and padel launchers, we have designed the three products that share many common parts.

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Additionally,

we ship our Slinger-Dunlop co-branded tennis balls produced by Dunlop (the largest global supplier of tennis balls) to the United

States to be sold via our e-commerce platform or directly from source to our distributor network for further distribution around the

we ship our Slinger-Dunlop co-branded tennis balls produced by Dunlop (the largest global supplier of tennis balls) to the United States

to be sold via our e-commerce platform or directly from source to our distributor network for further distribution around the world.

is a software-as-a-service company and, as such, has no direct procurement or supply chain requirements.

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a similar go-to-market strategy as is operated directly by the Slinger Bag business in North America.

All distributors purchase

Slinger Bag Launchers at a discounted distributor pricing structure, which is considerably lower than the US consumer price, and are responsible

All distributors purchase Slinger

Bag Launchers at a discounted distributor pricing structure, which is considerably lower than the US consumer price, and are responsible

for placing their product orders up to 3 months in advance of their delivery requirement.

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United States market will remain predominantly a direct-to-consumer market for Slinger Bag for all sport verticals.

the largest tennis and pickleball market in the world with 17.4 million tennis players and over 5 million pickleball players, the

United States is a key market both to establish the Slinger brand and to drive demonstrable growth.

Direct-to-consumer e-commerce

sales are further supplemented by one or more third-party internet sites focused on either the tennis or the pickleball market.

Unites States market is served by third-party logistics facilities in West Columbia, South Carolina and Reno, Nevada, which are

operated by two of our logistics partners.

All end consumer service support is currently managed by a small service team based in

All distributor partners are managed and supported by our distributor manager located in Israel.

the largest tennis and pickleball market in the world with 17.4 million tennis players and over 5 million pickleball players, the United

States is a key market both to establish the Slinger brand and to drive demonstrable growth.

Direct-to-consumer e-commerce sales are

further supplemented by one or more third-party internet sites focused on either the tennis or the pickleball market.

The Unites States

market is served by third-party logistics facilities in West Columbia, South Carolina and Reno, Nevada, which are operated by two of

our logistics partners.

All end consumer service support is currently managed by a small service team based in Canada.

All distributor

partners are managed and supported by our distributor manager located in the United States of America.

will provide the consumer with access to analytics data through a sport specific automated AI platform that analyzes and extracts

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Gameface has successfully launched this technology previously in Cricket in Australia

and is working to introduce to the market a unique application for Tennis.

Once tested and established in Tennis, this technology

can easily be adapted for other racquetsports, baseball, cricket and other sports verticals.

Gameface’s core capabilities are

delivered through a compatible single camera or smart phone, which allows us to build scalable solutions for the sports market

without relying on specific hardware or camera types.

envision Gameface as a product and technology that will be at the heart of ‘powering’ the Connexa portfolio of brands.

We also see Gameface technology as a driver of real-time data and analytics for Connexa’s core sport focus – across all

racquetsports, baseball and cricket – coupled with partnerships with external brands and other strategic partners for its

applications for all other sports, outside of these core categories.

and in April 2024 introduced the Slinger App for tennis – currently available via the Apple App or Google Pay stores.

Slinger App for tennis is both freemium and subscription based.

Users can access basic functions free of charge and then have

subscription options based on either monthly or annual rates.

Slinger App for tennis will form the foundation for further adaptation of this technology for other racquetsports, baseball, cricket

and other sports verticals – all under the Slinger brand name.

Gameface’s core capabilities are delivered through a compatible single camera or smart phone,

which allows us to build scalable solutions for the sports market without relying on specific hardware or camera types.

envision Gameface as a product and technology that will be at the heart of ‘powering’ the Slinger portfolio of brands.

also see Gameface technology as a driver of real-time data and analytics for Slinger’s core sport focus – across all racquetsports,

baseball and cricket – coupled with partnerships with external brands and other strategic partners for its applications for all

other sports, outside of these core categories.

initially focused its technology on the cricket and soccer markets, where it has built an automated platform to extract various data

points from live and archived match footage.

The Gameface team has been dedicated to building its technology to deliver performance insights

in tennis, which will form the core of our new Slinger app, which is planned to be launched in late 2023.

After launching the tennis

app, Gameface plans to revisit the cricket vertical and enhance its technology offering based on the advances made in its tennis AI,

which will broaden and deepen its reach across the cricket world.

In 2024 and going forward, Gameface expects to dedicate resources to

baseball analytics and identifying strategic partners for other high-profile team sports such as basketball and soccer.

We also intend

to license technology to validated global partners in sports verticals that remain non-core to Connexa with the aim to become the recognized

leader in sports AI globally.

The Gameface team has been dedicated over the last 18 months to building its technology

to deliver performance insights in tennis.

Following the successful launch of the Slinger App for Tennis, Gameface plans to revisit the

cricket vertical and enhance its technology offering based on the advances made in its tennis AI, which will broaden and deepen its reach

across the cricket world.

In late 2024 and going forward, Gameface expects to dedicate resources to baseball analytics and identifying

strategic partners for other high-profile team sports such as basketball and soccer.

We also intend to license technology to validated

global partners in sports verticals that remain non-core to Slinger with the aim to become the recognized leader in sports AI globally.

Brand Marketing

the go-to-market strategy for Slinger Bag focused on its core North American tennis and pickleball markets as a direct-to-consumer

business e-commerce brand, all in-house marketing activity and advertising media is centered around a consumer push to the Slinger

Bag e-commerce platform at https://www.slingerbag.com/ and then working to convert brand or product interest to purchases.

the target tennis and pickleball demographic, our marketing focus centers around three core marketing pillars:

focus remains on delivering its core vision to become a SaaS (Service-as-a-Sport) provider to its core sports verticals of racquet

sports, baseball and Cricket.

This vision is delivered through its Watch, Play, Learn strategy, built around the Slinger Bag

Launcher and the Slinger App for each sport vertical.

the go-to-market strategy for Slinger Bag focused on its core North American market as a direct-to-consumer business e-commerce brand,

all in-house marketing activity and advertising media is centered around a consumer push to the Slinger Bag e-commerce platform at https://www.slingerbag.com/

and then working to convert brand or product interest to purchases.

Based on our target demographic, our marketing focus centers around

three core marketing pillars:

digital advertising;

influencers and brand ambassadors.

Our marketing efforts also focus on core targeted social media platforms

such as Facebook, Google, Instagram and You Tube.

demographic data for tennis and pickleball and following a period of advertising testing, our digital advertising spend is focused mainly

towards Facebook and Google platforms.

addition to our paid marketing activities, Slinger Bag relies on the expertise of our small internal team to build out a network of

‘followers’ across various social media platforms – mainly Instagram, Facebook, You Tube and LinkedIn.

has significant numbers of its consumers who are avid fans of our brand and fully engaged in generating Slinger Bag related social

media content through their own means.

inception, Slinger Bag has built up a base of in excess of 60,000 users of Slinger Bag.

Through our acquisition and retained

interest in Foundation Sports we have access to Foundation’s database of over 500,000 avid tennis players.

marketing to engage with this groups a few times per annum in order to generate additional sales interest.

Ultimately, this group

will also form the core target consumer market for our upcoming launch of the Slinger Tennis App.

Slinger Bag brand ambassador team has also been integral to the overall brand marketing strategy through their support of our product

and by creating and sharing their user content, representing themselves as affiliated with the brand and through their personal appearances

at events, tournaments, etc.

During the fiscal year that ended on April 30, 2022, our ambassador team included:

Tommy Hass, Robert Bryan,

Darren Cahill, Eugenie Bouchard, Patrick Mouratoglou, Dustin Brown and the Jensen brothers.

All ambassador arrangements terminated

prior to the date hereof, which means that we no longer have any active tennis ambassadors.

prominent ambassadors are being identified for both pickleball in the United States of America and by our exclusive padel

Our marketing efforts also engage our core consumers

through targeted social media platforms such as Facebook, Google, Instagram and You Tube.

considering our demographic data for tennis, pickleball and padel our digital advertising spend is focused mainly toward Facebook and

Google platforms.

addition to our paid marketing activities, Slinger Bag relies on the expertise of our small internal team to build out a network of ‘followers’

across various social media platforms – mainly Instagram, Facebook, You Tube and LinkedIn.

Slinger Bag has significant numbers

of its consumers who are avid fans of our brand and who are fully engaged in generating Slinger Bag related social media content through

their own means.

inception, Slinger Bag has built up a base of approximately 100,000 users of Slinger Bag.

Through our acquisition and retained interest

in Foundation Sports we have access to Foundation’s database of over 500,000 avid tennis players.

We use email marketing to engage

with this group several times per annum in order to generate additional sales interest.

This core group is also now very important as

a core target consumer market for our recent introduction of our Slinger Tennis App.

Slinger Bag brand ambassador team has, historically, been integral to the overall brand marketing strategy through their support of

our product and by creating and sharing their user content, representing themselves as affiliated with the brand and through their

personal appearances at events, tournaments, etc.

All ambassador

arrangements have now terminated prior to the date hereof, which means that we are now only engaged with tennis

ambassadors on an ad-hoc use basis.

ambassadors are now also being identified for both Pickleball - across the United States of America, and by our exclusive Padel

distributor for the global Padel market and are expected to be in place and active over the coming months.

of our core marketing strategy, Slinger Bag has taken advantage of numerous opportunities to partner with key brands in the tennis and

pickleball spaces and/or to advertise at key tennis or pickleball related events.

of our core marketing strategy, Slinger Bag has taken advantage of numerous opportunities to partner with key brands in the tennis,

pickleball and padel spaces and/or to advertise at key tennis, pickleball and padel related events.

Additionally,

through our management team’s close association to the tennis industry, we have been able to provide many touring professionals

with a Slinger Bag Launcher for their personal use.

These arrangements were non-contractual product seeding opportunities.

occasionally posted on social media about their use of the Slinger Bag Launcher, which, based on their significant social media followings,

have supported the growth of the Slinger Bag brand awareness.

through our management team’s close association to the general racquetsports industry, we have been able to provide many

professional players with a Slinger Bag Launcher for their personal use across all sports.

These arrangements were non-contractual product seeding

opportunities.

Players have occasionally posted on social media about their use of the Slinger Bag Launcher, which, based on their

significant social media followings, have supported the growth of the Slinger Bag brand awareness.

support the Slinger Bag marketing program, we have engaged the following agencies:

Venture Media Group, a New York based PPC (pay-per-click) agency whose work is grounded in scientific analysis of consumer data and

consumer trends.

Ad Venture Media leads all of our paid digital and social media advertising activities for Slinger Bag on a performance-based

Venture Media Group, a New York based PPC (pay-per-click) agency whose work is grounded in

scientific analysis of consumer data and consumer trends.

Ad Venture Media leads all of our

paid digital and social media advertising activities for Slinger Bag on a performance-based

fee structure.

have partnered with Team Activations through their Team HQS portal to manage an affiliate marketing program geared towards US-based

We are experiencing consistent ROAS (Return On Ad Spend) of 10X+

have partnered with various organizations to manage an affiliate marketing program geared towards US-based

teaching professionals, players, juniors and events, in the United States tennis and pickleball markets.

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purchasing Slinger Bag products attributable to them, via their direct link.

distributor is also conducting its own Slinger brand marketing program.

All efforts in this regard are aimed at reaching the avid

tennis player directly and are focused on ensuring that the Slinger Bag brand message is consistent around the globe.

supports all of its brand distributors with full access to all of the company’s marketing partners, brand assets, as well as

with direct contact to our internal marketing team.

local country distributor, as well as our global padel distribution partner are also conducting their own Slinger brand marketing program.

All efforts in this regard are aimed at

reaching the avid tennis, pickleball and padel players directly and are focused on ensuring that the Slinger Bag brand message is consistent around the

Slinger Bag supports all of its brand distributors with full access to all of the company’s marketing partners, brand

assets, as well as with direct contact to our internal marketing team.

marketing budget is primarily funded by, or determined in accordance with, the distributor partner and is linked to the distributors

annual purchase objectives.

Each distributor executes local grassroots programs, including demonstration days, local teaching pro

partnerships, specialist tennis network communications, providing Slinger Bag product locally as necessary to the local market key

influencers across tennis, pickleball and padel to further increase the intensity of the influencer effort and broaden consumer

Typically, we support these activities with either discounted products or certain quantities of free products.

Distributor marketing budgets are allocated to Google, Facebook, Instagram, YouTube and other relevant websites or platforms in

their region, and several are supported, approved and /or overseen by AdVenture Media Group where applicable.

2021 we reached agreements with several globally recognized tennis players and coaches to become brand ambassadors, but those agreements

terminated in the first two calendar quarters of 2023.

are now in the process of re-evaluating this program and of potentially either renewing a select core group or identifying new ambassadors

for our tennis activities and for relevant ambassadors to support our Pickleball and Padel category activities.

have also engaged with the following organizations to promote our Slinger brand and products.

Burwash International (“PBI”), a United States-based, highly respected, global tennis services company set up by Peter Burwash

some 35 years ago.

PBI provides tennis programs and other tennis services to over 28 of the global luxury resorts.

Slinger Bag Launchers

are available to use at each resort and the PBI team will be actively promoting the Slinger brand as part of our affiliate marketing

Dink – a leading Pickleball platform with 250,000 active pickleball players on their database.

Each distributor executes local grassroots programs, including demonstration days, local teaching pro partnerships,

specialist tennis network communications, providing Slinger Bag product locally as necessary to the local market key influencers across

tennis, pickleball and padel to further increase the intensity of the influencer effort and broaden consumer awareness.

Typically, we

support these activities with either discounted products or certain quantities of free products.

Distributor marketing budgets are allocated

to Google, Facebook, Instagram, YouTube and other relevant websites or platforms in their region, and several are supported, approved

and /or overseen by AdVenture Media Group where applicable.

Brand Partnerships

Bag believes that building strong strategic partnerships across the sport of tennis underpins the credibility and awareness of the Slinger

As such, we currently have several strategic partnerships across tennis.

Bag believes that building strong strategic partnerships across all of our sports underpins the credibility and awareness of the Slinger

As such, we currently have several strategic partnerships that emphasize this.

We believe these partnerships provide us significant

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organization.

Tennis Europe provides a platform for 60,000 aspiring junior tennis players to compete in age-group categorized

Slinger Bag is an official partner of the UK Lawn Tennis Association (“LTA”).

similar vein, we are looking to deliver partnerships for the co-branded supply of Pickle Balls and Padel Tennis Balls.

Tennis Europe provides a platform for 60,000 aspiring junior tennis players to compete in age-group categorized events.

a similar vein, we are looking to deliver partnerships for the co-branded supply of Pickle Balls and Padel Tennis Balls.

are currently no direct competitors with products that are similar to the Slinger Bag Launcher, based on its affordability and tennis

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There are, however, other companies that market traditional tennis ball machines, including the following brands:

Titan Ball Machines

Sports – Tennis, Pickleball and Padel

Tutor - Tennis, Pickleball and Padel

are currently no competitors for our cricket and tennis AI analytics product that are similar to the cricket technique analysis app

or the Slinger app (currently in beta testing), based on functionality and affordability.

are, however, other companies that offer analytics using AI across different sports and at different levels, including Track160

(football), Second Spectrum (basketball), Hawk Eye (tennis/football/cricket), Swing Vision (tennis), Home Court (basketball), and

Golf Boost Ai (golf).

are currently no competitors for our cricket and tennis AI analytics product that are similar to the cricket technique analysis app or

the Slinger app (currently in beta testing), based on functionality and affordability.

are, however, other companies that offer analytics using AI across different sports and at different levels, including Track160 (football),

Second Spectrum (basketball), Hawk Eye (tennis/football/cricket), Swing Vision (tennis), Home Court (basketball), and Golf Boost Ai (golf).

have applied for international design and utility patent protection for our main three products:

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protection is pending.

addition we are currently in the application process for up to 12 novel innovations that are patentable as part of our planned marketing

introduction of a Slinger Baseball Launcher in 2025.

are engaged in ongoing efforts to register more trademarks across an expanding list of products, services and applications, which are

in various stages of the registration process.

own the rights to its www.connexasports.com/ domain and other associated and derivative domains.

is currently working to prepare AI-related patent applications, which are expected to include the United States, EU, China, Japan,

India and Australia.

own the rights to its www.connexasports.com/ www.slingerbag.com and https://gameface.ai domains and other associated and

derivative domains.

is currently working to prepare AI-related patent applications, which are expected to include the United States, EU, China, Japan, India

and Australia.

expect to experience minor fluctuations in aggregate sales volume during the year.

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and Development

Bag is working with our vendor management partner, Stride Innovation, and our China based vendors to produce ball launchers for new

market segments, such as Pickleball, Padel and Baseball/Softball.

These efforts are collaborative and based on a detailed product

brief and in-depth market and consumer research for each product category.

The development timetable of the Slinger Bag Launcher for

the new market segments from concept to market launch is approximately 18 months and includes at least 2 rounds or in-market field

Bag is working with our vendor management partner, Stride Innovation, and our China based vendors to produce ball launchers for new market

segments, such as Pickleball, Padel and Baseball/Softball.

These efforts are collaborative and based on a detailed product brief and

in-depth market and consumer research for each product category.

The development timetable of the Slinger Bag Launcher for the new market

segments from concept to market launch is approximately 18 months and includes at least 2 rounds or in-market field testing.

are currently field testing our new our Baseball / Softball launchers, which are expected to be introduced to the market in 2025.

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the next three years.

regard to development of our pending performance and analytics app, the development team of Gameface is working to create a Tennis specific

analysis code for the app.

We have also contracted with a design agency to build the road map for the user experience based on the technology

being developed.

is involved in additional research and development of building methods to extract data reliably and more accurately from videos.

part of our research also includes identifying and associating extracted data points of athlete performance.

Gameface is currently field

testing its new data visualization techniques to represent data in tennis and cricket, which are expected to be introduced late in 2023.

regard to development of our pending performance and analytics app, the development team of Gameface has

completed the initial work on the Slinger App for Tennis and the Slinger App is now available to consumers via the Apple App or Google

The Gameface team will continue to enhance the app functionality based on a structured roll-out of new features and we aim

to have the Slinger App for Tennis with all planned features fully operational by end of 2024.

Gameface team will be enhanced with new team members over the balance of 2024 and will be provided with the resources necessary to develop

similar apps for Pickleball, Padel, Baseball and Cricket.

control is a critical function within our company.

a relatively new brand in the market, our business enterprise success will in part dependent on the quality and consistency of our products.

Slinger Bag has engaged Stride-Innovation, a company with in-depth experience working with ball sport companies such as ours, has

the knowledge, resources and 20 years of experience in working with Chinese vendors of sports equipment.

Slinger Bag has engaged Stride-Innovation, a company with in-depth experience working with ball sport companies such as ours, has the

knowledge, resources and 20 years of experience in working with Chinese vendors of sports equipment.

partnership, together, we have created and documented quality guidelines, testing procedures and warranty processes.

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at the date of this report, we have 8 full-time employees spread across Israel, USA, Australia and the UK.

Management believes its relations

with employees is good.

We also hire part-time employees and engage consultants to support our operations as needed.

Management believes its

relations with employees is good.

We also hire part-time employees, engage consultants and outsource services e.g.

service, QA & QC to professional partner organizations in order to support our operations as needed.

principal office is located at 2709 N.

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We do not pay any rent or fee to use this location.

Supply Issues

Bag is a business fully reliant on China based vendors for manufacture of its product.

Throughout the course of 2022 the flow of production

was occasionally affected as the China government implemented regional lockdowns.

As a company in the late part of 2021 we had anticipated

potential issues and made a conscious decision to over produce product to store at our warehouse locations to mitigate any enforced production

Over the course of 2022 and through the date of this report we have not experienced any significant supply chain issues in

the availability of our product.

is primarily a software based company.

As a result of the nature of its business, in the time that that we owned Gameface we

have not seen any material impact on its business because of any Covid related issues.

impact of the Ukraine ware has been limited on the Company with the direct impact being seen through those distributors bordering the

impact of the Ukraine war has been limited on the Company with the direct impact being seen through those distributors bordering the

war zone who have seen a significant decline in demand.

– no direct impact seen on this business to-date.

impact of the Israel-Hamas war has been limited on the Company with the direct impact being seen through less sales in Israel.

– no direct impact seen on this business to-date.

financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge its

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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 1. Business