What changed in this filing

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Item 9A. Controls and Procedures

2024-07-25 compared with 2023-09-14 · 266 added, 233 removed, 450 unchanged (53% of the section changed)

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the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer),

as appropriate, to allow for timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and

procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable

assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated

the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange

Act) as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial

Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2023.

and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,

no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management

is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the supervision and with the participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of

the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded

that our disclosure controls and procedures were not effective as of April 30, 2024.

in Internal Control Over Financial Reporting

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financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, our Chief

Executive Officer and Interim Chief Financial Officer and effected by our Board of Directors, management and other personnel to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

Executive Officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

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Company lacked adequate segregation of duties due to the small size of the organization.

Further, the Company lacked an independent

Board of Directors or Audit Committee to ensure adequate monitoring or oversight.

The Company lacked a chief financial officer and personnel with experience and expertise in public company accounting

and internal control over financial reporting.

Company lacks accounting resources and controls to prevent or detect material misstatements.

Specifically, the Company continues

to have a material weakness in our controls over accounting for inventory due to a lack of controls over ensuring inventory movement

was being processed accurately and in a timely manner, which resulted in significant audit adjustments relating to the value of our

inventory and cost of sales.

Further, while the Company engages service providers to assist with US GAAP compliance the Company lacks

resources with adequate knowledge to oversee those services.

Lastly, the Company does not have sufficient resources to complete timely

reconciliations and transactional reviews, which resulted in delays in the financial reporting process.

remediate the material weaknesses, we have initiated compensating controls in the near term and are enhancing and revising our existing

controls, including ensuring we have sufficient management review procedures and adequate segregation of duties.

The material weaknesses

will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded

they are operating effectively.

Company lacked a chief financial officer and personnel with experience and expertise in public company accounting and internal control

over financial reporting.

the Company continues to have limited internal finance staff, Management believes there are strong processes and controls in place over financial

Over the past fiscal year, significant improvements were implemented in our internal controls over financial reporting that

have remediated prior disclosed weaknesses regarding the Company’s lack of control s over

inventory reporting, as well as timely review of transactions and reconciliations.

As of April 30, 2024, management is satisfied

those deficiencies have been corrected and implemented processes will ensure reporting accuracy and timeliness.

while the Company continues to lack internal resources with adequate knowledge/expertise to ensure US GAAP compliance, the Company engages

on a contractual basis a strong, experienced firm to oversee those services and provide guidance to the Company in these matters.

Between those resources, and our tax consultants, management believes reporting is US GAAP compliant, and the prior weaknesses have

been remediated as of April 30, 2024.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

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OTHER INFORMATION

DISCLOSURE REGARDIG FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Innovation Officer and Director

McKeown, our former chief business integration officer, resigned in January 2023, and Tom Dye’s employment agreement terminated

on April 30, 2023 but both continue to provide service to the Company as outside consultants.

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

McKeown, our former chief business integration officer, resigned in January 2023, and Tom Dye’s (former Chief Operating

Officer) employment agreement terminated on April 30, 2024 but both continue to provide service to the Company as outside

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.

July 14, 2023, Mssrs.

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

or practices.

On July 14, 2023, Messrs.

Crummey and Rapson joined the Company’s board of directors.

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sports optical company.

From 2018 until being hired by the Company in May 2020, Tom was retired.

From 2018 until being hired by the Company in May 2020, Tom retired in September 2023.

History of Juda Honickman

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board of directors is currently composed of five members.

With the exception of Mike Ballardie

and Yonah Kalfa, we have determined that all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules

(the “Nasdaq Rules”).

We have also determined that as a result of being employed as executive officers, Mssrs.

Ballardie and

Kalfa are not independent under the Nasdaq Rules.

The following table identifies the independent and

non-independent current board and committee members:

With the exception of Mike Ballardie and Yonah Kalfa, we have determined that

all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules (the “Nasdaq Rules”).

have also determined that as a result of being employed as executive officers, Mssrs.

Ballardie and Kalfa are not independent under the

Nasdaq Rules.

following table identifies the independent and non-independent current board and committee members:

OF THE BOARD OF DIRECTORS

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on operating growing businesses, and experience with online universities.

Section 16(a)

Beneficial Ownership Reporting Compliance

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial

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forms were filed prior to the date hereof, but not prior to the deadline for such forms due to an administrative error.

non-employee director will receive 150,000 shares of common stock on the anniversary date each non-employee director was appointed to the Board.

In the event, a director should resign from the Board

mid-year, such director would receive a pro rata issuance of common stock at their anniversary date based on the number of days of

service since their prior anniversary date.

No fractional shares will be issued to non-employee director, and any calculation

resulting in a fractional share will be rounded up to the next whole share.

Goldman and Krishnan did not receive any compensation for or in respect of the period during which they served

as directors of the Company.

non-employee director will receive 7,500 shares of common stock on the anniversary date each non-employee director was appointed to

In the event, a director should resign from the Board mid-year, such director would receive a pro rata issuance of common

stock at their anniversary date based on the number of days of service since their prior anniversary date.

No fractional shares will

be issued to non-employee director, and any calculation resulting in a fractional share will be rounded up to the next whole share.

Goldman and Krishnan did not receive any compensation for or in respect of the period during which they served as directors of the Company.

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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video decoding solutions at Sony and Intel.

Shaik is a graduate of Visvesvaraya Technological University with a bachelors degree

in Computer Science with a major in machine learning.

Shaik is a graduate of Visvesvaraya Technological University with a bachelor’s degree in Computer Science with a major in machine learning.

EXECUTIVE COMPENSATION

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to us for the fiscal years ended as indicated.

Name and Principal Position

Year ended April 30

Share Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

All other compensation ($)

Mike Ballardie (1)

Judah Honickman (2)

Paul McKeown (3)

Mark Radom (5)

Yonah Kalfa (6 )

Jason Seifert (7)

and Principal Position

Incentive Plan

Ballardie (1)

Honickman (2)

in accordance with ASC Topi c 718, consistent with the Company’s financial statements.

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Road, Suite 138, Windsor Mill, MD 21244.

McKeown served as the Company’s Chief Financial Officer from April

30, 2020 through July 6, 2021 and from July 6, 2021 to January 31, 2023 as the Company’s Chief Business Integration Officer and

had an address at 2709 N.

Rolling Road, Suite 138, Windsor Mill, MD 21244.

Dye served as the Company’s Chief Operating Officer from April 30,

2020 through April 30, 2023 and had an address at 2709 N.

McKeown served as the Company’s Chief Financial Officer from April 30, 2020 through July 6, 2021 and from July 6, 2021 to January

31, 2023 as the Company’s Chief Business Integration Officer and had an address at 2709 N.

Rolling Road, Suite 138, Windsor

Mill, MD 21244.

Dye served as the Company’s Chief Operating Officer from April 30, 2020 through April 30, 2023 and had an address at 2709 N.

Rolling Road, Suite 138, Windsor Mill, MD 21244.

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On April 30, 2020, we entered into a service agreement with our Chief Operating Officer, Tom Dye.

Pursuant to the

service agreement, Mr.

Pursuant to the service

agreement, Mr.

Dye served as our Chief Operating Officer for a period of three years.

During the three-year term, Mr.

received an annual base salary of $120,000 and a bonus payment at a minimum of 25% of the annual gross base salary.

Dye warrants to purchase a total of 125,000 shares of common stock to be issued at the time that certain performance goals

The warrants that were to Mr.

Dye on April 30, 2020 are exercisable at issuance at an exercise price of $3.00 per share and

have an expiration date of April 30, 2030.

an annual base salary of $120,000 and a bonus payment at a minimum of 25% of the annual gross base salary.

We agreed to issue Mr.

Dye warrants to purchase a total of 166 shares of common stock to be issued at the time that certain performance goals are met.

warrants that were to Mr.

Dye on April 30, 2020 are exercisable at issuance at an exercise price of 2,400.00 per share and have an

expiration date of April 30, 2030.

The warrants that were to Mr.

Dye on February 9, 2021 are exercisable at issuance at an

exercise price of $39.40 per share and have an expiration date of February 9, 2031.

Dye on February 9, 2021 are exercisable at issuance at an exercise

price of $31,520.00 per share and have an expiration date of February 9, 2031.

We also agreed to issue a one-time bonus of 188

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Dye after the value of the Company’s outstanding stock equals $100 million.

will also provide standard indemnification and directors’ and officers’ insurance.

The Company will

also provide standard indemnification and directors’ and officers’ insurance.

The Company may terminate Mr.

Dye’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written

If we terminate Mr.

employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice.

terminate Mr.

Dye without cause, all Mr.

Dye’s unvested stock and option compensation of any nature will vest

without any further action, and we will pay two years base salary severance within 30 days of termination.

In addition, vesting of

all unvested common or preferred shares and options and warrants will continue for 12 months following such termination.

resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice.

Dye is also subject to standard confidentiality and non-competition provisions.

Since 30 April 2023, Mr Dye has operated as a consultant to the company.

Dye’s unvested stock and option compensation of any nature will vest without any

further action, and we will pay two years base salary severance within 30 days of termination.

In addition, vesting of all unvested

common or preferred shares and options and warrants will continue for 12 months following such termination.

Dye may resign for

good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice.

subject to standard confidentiality and non-competition provisions.

Between April 30, 2023 and September 30, 2023, Mr Dye operated as a consultant to

the company and is now retired.

On July 5, 2021, we entered into a service agreement with our former Chief Financial Officer, Paul McKeown.

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McKeown warrants to purchase 188 shares of common stock.

warrants were exercisable at issuance at an exercise price of $0.01 per share and have an expiration date of The Company will also provide

standard indemnification and directors’ and officers’ insurance.

McKeown was also subject to standard confidentiality

and non-competition provisions.

were exercisable at issuance at an exercise price of $8 per share and have an expiration date of The Company will also provide standard

indemnification and directors’ and officers’ insurance.

McKeown was also subject to standard confidentiality and non-competition

Since January 2023, Mr McKeown has operated as a consultant to the Company.

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We also issued warrants to purchase 313 shares of common stock to Mr.

warrants were exercisable at issuance at an exercise price of $3.00 per share and have an expiration date of April 30, 2030.

will also provide standard indemnification and directors’ and officers’ insurance.

were exercisable at issuance at an exercise price of $2,400.00 per share and have an expiration date of April 30, 2030.

The Company will

also provide standard indemnification and directors’ and officers’ insurance.

The Company may terminate Mr.

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During the two-year term, we agreed to

Radom a monthly base salary of $12,500 and a bonus payment at a minimum of 25% of the annual base salary.

The Company will also

provide standard indemnification and directors’ and officers’ insurance.

The Company may terminate Mr.

Radom’s employment

with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice.

Radom a monthly base salary of $12,500, which was subsequently increased to $18,500, and a bonus payment at a minimum of 25%

of the annual base salary.

We agreed to issue Mr.

Radom warrants to purchase a total of 166 shares of common stock to be issued at the

time that certain performance goals are met.

The warrants that were to Mr.

Radom on April 30, 2020 are exercisable at issuance at an

exercise price of 2,400.00 per share and have an expiration date of April 30, 2030.

The warrants that were to Mr.

Radom on February 9,

2021 are exercisable at issuance at an exercise price of $31,520.00 per share and have an expiration date of February 9, 2031.

agreed to issue a one-time bonus of 188 shares of common stock to Mr.

Radom after the value of the Company’s outstanding stock

equals $100 million.

The Company will also provide standard indemnification and directors’ and officers’ insurance.

may terminate Mr.

Radom’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior

written notice.

If we terminate Mr.

without cause, all Mr.

Radom’s unvested stock and option compensation of any nature will vest without any further action, and we

will pay two years base salary severance within 30 days of termination.

In addition, vesting of all unvested common or preferred shares

and options and warrants will continue for 12 months following termination.

Radom may resign for good reason (as defined under the

agreement) or without good reason by giving at least 120 days prior written notice.

Radom is also subject to standard confidentiality

and non-competition provisions.

Radom without cause, all Mr.

Radom’s unvested stock and option compensation of any nature will

vest without any further action, and we will pay two years base salary severance within 30 days of termination.

In addition, vesting

of all unvested common or preferred shares and options and warrants will continue for 12 months following termination.

resign for good reason (as defined under the agreement) or without good reason by giving at least 120 days prior written notice.

Radom is also subject to standard confidentiality and non-competition provisions.

On September 7, 2020, we entered into a service agreement with our Chief Innovation Officer, Yonah Kalfa.

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following table sets forth director compensation for the years ended April 30, 2024 and 2023:

Year Ended April 30

Fees earned or paid in cash ($)

Stock Awards ($)

Mike Ballardie

Stephen Crummey

Rodney Rapson

Company intends to award Mike Ballardie and Kirk Taylor 150,000 shares of common stock as compensation for their service as directors

for the fiscal year ended April 30, 2023, but has not yet done so.

Going forward, the Company intends to issue each director 150,000 shares

of its common stock per annum as compensation for serving as directors.

Company awarded Yonah Kalfa, Mike Ballardie and Kirk Taylor 50,000 shares of common stock as compensation for their service as

directors and for their exceptional support of the Company for the fiscal years ended April 30, 2024 and April 30, 2023 and 25,000

shares of common stock to each of Rodney Rapson and Steve Crummey for their service as directors and for their exceptional support

of the Company for the fiscal year ended April 30, 2024.

These awards were approved at the Company’s Annual General Meeting

held on May 15, 2024.

Options/SAR Grants .

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OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information, as of September 14, 2023, with respect to any person (including any “group”, as

that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known

to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our

equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers

following table sets forth certain information, as of the date hereof with respect to any person (including any “group”,

as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is

known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of

our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers

Unless otherwise specified in the table below, such information, other than information with respect to our directors and

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pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock.

number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information

relating to beneficial ownership of the Common Stock by our principal shareholders and management is based upon information furnished

by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission and the information

is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares

as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to

acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right.

Unless otherwise

indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares

set forth in the following table.

The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial

ownership of those shares.

Under these rules, a person is deemed to be a beneficial

owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,

or investment power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial

owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days after the date hereof,

through the exercise of any stock option, warrant or other right.

Such securities are deemed outstanding for computing the percentage

of the person holding such security but are not deemed outstanding for computing the percentage of any other person.

The inclusion herein

of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Under the Securities

and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be

deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below,

each person has sole voting and investment power.

following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i)

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voting and investment power.

# of Shares (1)

% of Class (1)

Yonah Kalfa (2)**

2672237 Ontario Ltd.

Mike Ballardie (3)

Judah Honickman (4)

Paul McKeown (3)

Kirk Taylor (5)

Rodney Rapson (6)

Mark Radom (7)

Steven Crummey (8)

All current officers and directors as a group (7 persons)

Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Shares of common stock subject to options, warrants, convertible debt or convertible preferred

shares currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the

percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other

Percentages are based on a total of shares of common stock outstanding on September 14, 2023, which was 24,148,532, and the shares

issuable upon exercise of warrants and convertible debt, which is 81,906,241.

connection with a note payable issued on June 1, 2019, Mont-Saic Investments received a warrant giving them the right to acquire

33% of the outstanding shares of the Company for no charge, which amounted to a total of 8,137,859 shares issuable.

Mont-Saic subsequently

sold it full right, title and interest in that right to 2672237 Ontario.

Currently, the Company has issued 1,216,560 shares to 2672237

Ontario in satisfaction of the warrant with 6,921,299 shares remaining issuable as of the date of this report.

Additionally, 2672237

Ontario holds 1,636,843 shares of the Company’s common stock from debt to equity conversions and has 2,750,000 warrants related

to debt issuances.

above officers and directors were granted an aggregate total of 1,125,000.

450,000 and 1,100,000 warrants on April 30, 2020, February

9, 2021 and September 3, 2021, respectively, as compensation and bonuses.

The April 30, 2020 warrants have an exercise price of $0.01

per share and the February 9, 2021 warrants have an exercise price of $0.01 per share for non-U.S.

employees and $39.40 for U.S.

All of the warrants have a contractual life of 10 years from the date of issuance and are vested immediately upon grant.

Additionally, Yonah Kalfa and Mark Radom have 1,999,470 and 2,603 shares of common stock of the Company, respectively.

indicates a share ownership percentage of less than one percent (1%).

** indicates a share ownership of 5% or higher

Percentages are based on a total of 2,659,149 shares of Common Stock outstanding on the date hereof.

Yonah Kalfa is the founder of the Company, a director and the Company’s Chief Innovation Officer.

Mike Ballardie is the Company’s

Chief Executive Officer, a director and chairman of the Board.

September 2021, Mr.

Kalfa was granted warrants to purchase 1,250 shares of Common Stock at an exercise price of par (i.e., $0.001) in

September 2021 and transferred 525 of such warrants to a third party in August 2022.

All such warrants have a term of 10 years from the

date of issuance and are vested immediately upon grant.

In January 2024, Mr.

Kalfa received 267,380 shares of Common Stock for extraordinary

contribution to the Company and in exchange for waiving his right to receive $1,000,000 in deferred salary.

In May 2024, Mr.

received 15,000 shares of Common Stock for two years of serving as a director and 35,000 shares of Common Stock for extraordinary contribution

to the Company and 263 shares of Common Stock as an award under the Company’s 2020 Plan.

Kalfa currently owns a total of 321,492 shares consisting of (i) 320,505 shares of Common Stock;

and (ii) 988 warrants to purchase shares

of Common Stock.

In April 2020, Mr.

Ballardie was awarded warrants to purchase 625 shares of Common Stock at an exercise price of $0.01 and in September

2021 was awarded warrants to purchase another 1,250 shares of Common Stock at an exercise price of $0.02 per share.

In August 2022, Mr.

Ballardie transferred 263 of such warrants to a third party.

All such warrants have a contractual life of 10 years from the date of issuance

and are vested immediately upon grant.

In January 2024, Mr.

Ballardie received warrants to purchase 315,875 shares of Common Stock at

an exercise price of $0.02 for extraordinary contribution to the Company and agreed to waive his right to receive any bonus payments

through January 31, 2024.

In May 2024, Mr.

Ballardie also received warrants to purchase 50,263 shares of Common Stock at an exercise

price of $0.02 consisting of (i) warrants to purchase 15,000 shares of Common Stock for two years of serving as a director, (ii) warrants

to purchase 35,000 shares of Common Stock for extraordinary contribution to the Company and (iii) warrants to purchase 263 shares of

Common Stock as an award under the Company’s 2020 Plan.

All such warrants have a term of 10 years from the date of issuance and

vested immediately upon grant.

In April 2020, Judah Honickman was awarded warrants to purchase 313 shares of Common Stock at an exercise price of $2,320 and, in September

2021, warrants to purchase 13 shares of Common Stock at an exercise price of $27,600.

All such warrants have a term of 10 years from

the date of issuance and vested immediately upon grant.

In May 2024, Mr.

Honickman received an award of 16,750 shares for his extraordinary

contribution to the Company.

Earlier in 2024, the Company agreed to reset the exercise price of all of Mr.

Honickman’s warrants

In May 2024, Kirk Taylor received 15,000 shares of Common Stock for two years of serving as a director and 35,000 shares of Common Stock

for extraordinary contribution to the Company.

In May 2024, Rodney Rapson received 7,500 shares of Common Stock for one year of serving as a director and 17,500 shares of Common Stock

for extraordinary contribution to the Company.

In April 2020, Mark Radom was awarded warrants to purchase 158 shares of Common Stock at an exercise price of $2,320 and, in February

2021, warrants to purchase 188 shares of Common Stock at an exercise price of $31,360.

All such warrants have a term of 10 years from

the date of issuance and vested immediately upon grant.

In May 2024, Mr Radom received an award of 33,500 shares for his extraordinary

contribution to the Company.

Earlier in 2024, the Company agreed to reset the exercise price of all of Mr.

Radom’s warrants to

In May 2024, Steve Crummey received 7,500 shares of Common Stock for one year of serving as a director and 17,500 shares of Common Stock

for extraordinary contribution to the Company.

As of May 24, 2024, King II Ltd holds or has the ability to acquire up to a total of 265,040 shares of Common Stock issuable upon the

exercise of the Pre-Funded Warrants.

As of May 24, 2024, Prosperity Age Ltd holds or has the ability to acquire up to a total of 515,040 shares of Common Stock issuable upon

the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Xingtan Enterprise Management Co.

holds or has the ability to acquire up to a total of 735,000 shares of Common Stock

issuable upon the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Winz Technology Co., Limited holds or has the ability to acquire up to a total of 393,450 shares of Common Stock

issuable upon the exercise of the Pre-Funded Warrants.

As of May 24, 2024, Hong Kong Chengxin Asset Management Co., Limited holds or has the ability to acquire up to a total of 320,950 shares

of Common Stock consisting of 641,900 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants.

authorized for issuance under equity compensation plans.

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individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

November 11, 2020, the Board of Directors of the Company approved the Slinger Bag Inc.

Global Share Incentive Plan (2020), or the 2020

Plan, which was approved by stockholders holding in the aggregate 19,994,700 shares of the Company’s common stock, or approximately

75.4% of the Company’s common stock outstanding on such date.

The 2020 Plan provides for the grant of awards which are incentive

stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted

stock units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management

employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”)

(however, solely employees of the Company and its subsidiaries are eligible for incentive stock option awards).

Company has reserved a total of 15,000,000 shares for issuance under awards to be made under the 2020 Plan, all of which may, but need

not, be issued in connection with ISOs.

To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases

to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for

the grant of a new award.

The 2020 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the

date on which it was adopted by the Board of Directors (except as to awards outstanding on that date).

The Board of Directors in its

discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been granted;

however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent

of the holder, with respect to any award previously granted.

November 11, 2020, the Board approved the Slinger Bag Inc.

Global Share Incentive Plan (2020), or the 2020 Plan, which was approved by

stockholders holding in the aggregate 999,735 shares of Common Stock, or approximately 75.4% of the Common Stock outstanding on such

The 2020 Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options

(“NQSOs”), unrestricted stock, restricted stock, restricted stock units, performance stock and other equity-based and cash

awards or any combination of the foregoing, to eligible key management employees, non-employee directors, and non-employee consultants

of the Company or any of its subsidiaries (each a “participant”) (however, solely employees of the Company and its subsidiaries

are eligible for incentive stock option awards).

Company reserved a total of 18,750 shares of Common Stock for issuance under awards to be made under the 2020 Plan, all of which may,

but need not, be issued in connection with ISOs.

As of the date hereof, all 37,500 shares had been awarded to management in accordance

with the 2020 Plan and zero (0) shares of Common Stock remain available under the 2020 Plan for future awards.

To the extent that an

award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder

terminate, any shares subject to such award shall again be available for the grant of a new award.

The 2020 Plan shall continue in effect,

unless sooner terminated, until the tenth anniversary of the date on which it was adopted by the Board (except as to awards outstanding

on that date).

The Board in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not

theretofore been granted;

provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights

of a holder, without the consent of the holder, with respect to any award previously granted.

new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2020 Plan as well.

1 unchanged sentence

as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

Equity Compensation Plan Information

Plan Category

securities to be

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance

compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Compensation Plan Information

future issuance

compensation plans approved by security holders

compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

2 unchanged sentences

the audit of our financial statements and for the quarterly reviews of our financial statements.

All Other Fees

Exhibits, Financial Statement Schedules

4 unchanged sentences

10-K or, as noted, incorporated by reference herein:

Loan and Security Agreement dated January 6, 2023 between the Company, its subsidiaries and Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 6, 2023)

Pledge and Security Agreement dated January 6, 2023 between the Company, its subsidiaries and Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 6, 2023)

Warrant dated January 6, 2023 from the Company to Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 6, 2023)

Note dated January 6, 2023 from the Company to Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 6, 2023)

Articles of Incorporation (Incorporated by reference to the Registrant’s Form S-1 (File No.

333-259487), filed with the Commission on June 14, 2022)

Bylaws (Incorporated by reference to the Registrant’s Form S-1 (File No.

of Incorporation (Incorporated by reference to the Registrant’s Form S-1 (File No.

333-259487), filed with the Commission on

June 14, 2022)

(Incorporated by reference to the Registrant’s Form S-1 (File No.

333-259487), filed with the Commission on June 14, 2022)

Form of Securities Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Form of 5-Year Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Form of 7.5-Year Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Form of Pre-Funded Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Form of Registration Rights Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Form of Placement Agent Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 3, 2022)

Standard Merchant Cash Advance Agreement, dated July 29, 2022, Unique Funding Solutions LLC and Connexa Sports Technologies Inc.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 5, 2022

Standard Merchant Cash Advance Agreement, dated July 29, 2022, Cedar Advance LLC and Connexa Sports Technologies Inc.

Share Purchase Agreement dated November 27, 2022 by and among Connexa Sports Technologies Inc., PlaySight Interactive Ltd.

and Chen Shachar and Evgeni Khazanov (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 1 2022)

Promissory Note dated November 27, 2022 by and among Connexa Sports Technologies Inc., PlaySight Interactive Ltd.

and Chen Shachar and Evgeni Khazanov (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 1 2022)

Distribtion Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 14, 2023)

Form of Warrant dated October 11, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 11, 2023)

Form of Warrant dated December 6, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 6, 2023)

Form of Pre-Funded Warrant dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024

Loan and Security Modification Agreement dated October 11, 2023 between the Company, its subsidiaries and Armistice Capital Master Fund Ltd.

(Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on October 11, 2023)

Inducement Letter dated December 6, 2023 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 6, 2023)

Securities Purchase Agreement dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 19, 2024)

Form of Voting Rights Agreement dated January 19, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 19, 2024)

Smartsports Consulting Agreement dated January 21, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2024)

Waiver, Warrant Amendment and Second Loan and Security Modification Agreement by and between the Company, the Guarantors, and the Lenders and the Agent , dated February 21, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 21, 2024)

Share Purchase Agreement dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Share Exchange Agreement dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Warrant Purchase Agreement by and between the Company, the Holder and Morgan Capital LLC dated April 15, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 18, 2024)

List of Subsidiaries

Consent of OLAYINKA OYEBOLA & CO

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification of Principal Executive Officer and Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification

of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Executive Officer and Pursuant to 18 U.S.C.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

XBRL Instance Document

9 unchanged sentences

Sports Technologies Inc.

September 14, 2023

July 24, 2024

Mike Ballardie

1 unchanged sentence

Executive Officer)

September 14, 2023

July 24, 2024

Mike Ballardie

11 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures