AIRWA INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within 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, 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. Under 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. Changes in Internal Control Over Financial Reporting There has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the year ended April 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 75 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over 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 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: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; and ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material impact on the financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our evaluation of internal control over financial reporting includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, for the evaluation of internal control to identify the risks and control objectives related to the evaluation of our control environment. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was not effective as of April 30, 2024 due to the following material weaknesses that were identified: ● The Company lacked adequate segregation of duties due to the small size of the organization. ● The Company lacked a chief financial officer and personnel with experience and expertise in public company accounting and internal control over financial reporting. While the Company continues to have limited internal finance staff, Management believes there are strong processes and controls in place over financial reporting. 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. Lastly, 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. 76 This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. ITEM 9B. OTHER INFORMATION Management Changes Not applicable. Acquisitions Not applicable. ITEM 9C. DISCLOSURE REGARDIG FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS Our executive officers and directors and their respective ages as at the date hereof are as follows: Name Age Positions and Offices* Mike Ballardie 63 President, Chief Executive Officer, Treasurer and Director Juda Honickman 37 Chief Marketing Officer Mark Radom 55 General Counsel Yonah Kalfa 40 Chief Innovation Officer and Director Kirk Taylor 43 Director Stephen Crummey 79 Director Rodney Rapson 40 Director *Paul 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 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 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. On July 14, 2023, Messrs. Crummey and Rapson joined the Company’s board of directors. The directors named above will serve until the next annual meeting of the shareholders or until his resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual shareholders’ meeting. Officers will hold their positions pursuant to their respective service agreements. Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Professional History of Mike Ballardie Mike Ballardie has served as our President, Chief Executive Officer and a Director since June 2019. Mike is an experienced and widely recognized tennis industry leader with 35 years of experience in tennis as a player, a coach and business leader. Mike started his tennis business career at Wilson in the late 1980s where he spent 11 years growing and ultimately leading Wilson’s Europe, Middle East and Africa Racquet sports division. 77 In 2002, Mike joined Prince Sports Europe as vice-president and managing director and stayed in this role through 2012. In 2003, Mike was part of the management buyout team that acquired the Prince brand from Benetton Sports in partnership with a private equity group. In 2007, after a highly successful business turnaround the business was sold with the management team in place to another U.S. based private equity group. In 2013, Mike became the Chief Executive Officer of Prince Global Sports, a role in which he stayed until 2016. After Prince Global Sports, Mike owned and operated FED Sports Consulting where he managed all aspects of a major restructuring project involving Waitt Brands (a holding company for Prince Global Sports) and Trilium Ltd (UK), a childcare business, from 2018 to 2019. Immediately prior to joining Prince Sports, Mike worked for VF Corp., where he built the international business for their JanSport brand from scratch. Mike also served for many years as an Executive Board Director for the Tennis Industry Association (TIA) both in the USA and in the UK. Mike has been at the forefront of many of the most successful tennis racket innovations over this period and highly regarded across this industry sector. Professional History of Tom Dye Tom Dye joined the Company as Chief Operating Officer on May 1, 2020. Tom has over 35 years of senior management experience in diverse consumer goods and manufacturing segments across the Americas, Asia, Europe, Australia and Middle East. From 1977 to 1990, Tom served as Vice President of International Operations at Wilson Sporting Goods where he was responsible for multiple international start-up operations, including launching the first wholly U.S. owned sporting goods company in Japan. From 1990 to 2001, Tom served as President of International Exports at The Coleman Company. From 2002 to 2009, Tom served in a number of roles at Prince Global Sports, the leading global manufacturer of tennis rackets, in various roles, including Vice President of Operations, Vice President/General Manager of International Operations, National Sales Manager and acting Chief Financial Officer. From 2012 to 2014, Mr. Dye served as Chief Operating Officer at Prince Global Sports. From 2015 to 2017, Tom served as Chief Operating Officer of HazTek, Inc. From 2017 to 2018, Tom consulted for Smith Optics, a sports optical company. From 2018 until being hired by the Company in May 2020, Tom retired in September 2023. Professional History of Juda Honickman Juda Honickman is Chief Marketing Officer for Slinger Bag Inc. Juda joined Slinger Bag Inc in October 2017 to lead product design and overall strategy for the Company’s pre-sale crowdfunding initiative which exceeded its goal by 2,600%. He is responsible for overseeing the planning, development and execution of the Company’s marketing and advertising initiatives along with ensuring that the Company’s offering and brand messaging is distributed across all channels and is effectively targeting audiences in order to meet sales objectives. In his role, Juda oversees the global communications of Slinger’s brand, including consumer insights, digital marketing, creative development, agency management, marketing effectiveness, social responsibility, sponsorships, media and employee communications. Juda previously served as The Director of Marketing and Strategy for a global legal tech company and before that oversaw marketing and sales for an innovative consumer tech business. 78 Professional History of Mark Radom Since September 2019, Mark Radom has been general counsel of Slinger Bag Inc. Mr. Radom has also served as general counsel of The Greater Cannabis Company, Inc. and from February 2010 through July 2015, general counsel and chief carbon officer of Blue Sphere Corporation. From 2009 through 2010, Mr. Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon credit projects. From 2007 to 2009, Mr. Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based carbon credit and renewable energy project developer. Mr. Radom has extensive experience in business development in the renewable energy and carbon credit sectors. He has sourced over $100,000,000 in renewable energy, industrial gas and carbon credit projects and managed many complex aspects of their implementation. He was legal counsel for a number of carbon and ecological project developers and was responsible for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase agreements under the auspices of the Kyoto Protocol. Prior to this, he worked on Wall Street and in the City of London as a U.S. securities and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500 companies across a broad range of capital raising and corporate transactions. He is a graduate of Duke University and Brooklyn Law School. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russian. Professional History of Yonah Kalfa Yonah Kalfa joined Slinger Bag as its Chief Innovation Officer in September 2020. Prior to joining Slinger Bag, Mr. Kalfa owned and operated NA Dental, a company active in the dental supply business since 2010. Mr. Kalfa is a director of Pharmedica Ltd., Plaqless Ltd., Dusmit Ltd. and Parasonic Ltd. Professional History of Kirk Taylor Kirk is the Chief Financial Officer of American Resources Corporation where he conducts all tax and financial accounting roles of the organization, and has substantial experience in tax credit analysis and financial structure. Kirk’s main focus over his 13 years in public accounting had been the auditing, tax compliance, financial modeling and reporting on complex real estate and business transactions utilizing numerous federal and state tax credit and incentive programs. Prior to joining American Resources Corporation, Kirk was Chief Financial Officer of Quest Energy, Inc., ARC’s wholly-owned subsidiary. Prior to joining Quest Energy in 2015, he was a Manager at K.B. Parrish & Co. LLP where he worked since 2014. Prior to that, he worked at Katz Sapper Miller since 2012 as Manager. In addition, Kirk is an instructor for the CPA examination and has spoken at several training and industry conferences. He received a BS in Accounting and a BS in Finance from the Kelley School of Business at Indiana University, Bloomington Indiana and is currently completing his Masters of Business Administration from the University of Saint Francis at Fort Wayne, Indiana. Kirk serves his community in various ways including as the board treasurer for a community development corporation in Indianapolis, Indiana. Kirk does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Kirk and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Professional History of Stephen Crummey Stephen has served as the senior vice president of Investor Relations at NuEra Capital Corporation since August 2022. Previously, Stephen was (i) a partner in Covid Rapid Exam from January 2021 to September 2022, (ii) an advisor to IdentifySensors Biologics from September 2021 through August 2022, (iii) an advisor to Cmind AI from 2019 to April 2021 and (iv) chairman of CyVision Technologies, Inc. from August 2017 through March 2021. Stephen does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Stephen and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 79 Professional History of Rodney Rapson Mr. Rapson has served as the chief executive officer of Inspiretek Pty Ltd since November 2022, managing director of PlaySight Europe from January 2027 through January 2022 and managed Base Tennis Academy from September 2010 through December 2022. Rodney does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Rodney and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. TERM OF OFFICE All directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors. DIRECTOR INDEPENDENCE Our 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: Name: Independent Audit Compensation Nominating Mike Ballardie Yonah Kalfa Steven Crummey Yes Yes Kirk Taylor Yes Yes Yes Rodney Rapson Yes Yes Yes Yes COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Kirk P. Taylor, Stephen Crummey and Rodney Rapson who each satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, serve on our audit committee. Audit Committee Financial Expert We have determined that Kirk Taylor is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002. Compensation Committee The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2020 Global Incentive Plan. Rodney Rapson is the sole independent director on the compensation committee. 80 Nominating and Corporate Governance Committee The responsibilities of the Nominating and Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders. If we receive any shareholder recommended nominations, the Corporate Governance Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith. Kirk Taylor and Rodney Rapson who satisfy the “independence” requirements of Nasdaq’s rules, serve on our compensation committee upon their appointment to the board, with Mr. Rapson serving as the chairman. Board and Committee Meetings in the 2024 Fiscal Year In the 2024 fiscal year, the Board acted by written consent in lieu of having any meetings and there were no committee meetings insofar as the committees were not established until July 2023, which was after the 2024 fiscal year had ended. Board Diversity While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its shareholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, experience on operating growing businesses, and experience with online universities. Section 16(a) Beneficial Ownership Reporting Compliance Section 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 reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Due to administrative error, the required forms were filed prior to the date hereof, but not prior to the deadline for such forms due to an administrative error. DIRECTOR COMPENSATION Each non-employee director will receive 7,500 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. Messrs. Goldman and Krishnan did not receive any compensation for or in respect of the period during which they served as directors of the Company. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. RISK OVERSIGHT Our Board will oversee a company-wide approach to risk management. Our Board will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas. 81 Specifically, our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our audit committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our Board of Directors will be responsible for overseeing the management of risks associated with the independence of our Board. CODE OF BUSINESS CONDUCT AND ETHICS As of April 30, 2024, the Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions as the Company has only recently commenced operations. Our Board adopted a code of business conduct and ethics that applies to our directors, officers and employees (the “Code of Business Conduct and Ethics”), to be effective upon effectiveness of the June registration statement. Upon completion of the offering, a copy of the code will be available on the Company’s website. The Company intends to disclose on their website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to their principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. CERTAIN LEGAL PROCEEDINGS No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years. SIGNIFICANT EMPLOYEES Other than our officers and directors, we currently have one other person who became in February 2022 what we consider to be a significant employee: ● Jalaluddin Shaik, President of Gameface. Jalaluddin Shaik founded and became the chief executive officer of Gameface in 2017. Prior to founding Gameface, Mr. Shaik led product teams at some of the world’s biggest brands, including Telstra, Sony, and Apple. While at Telstra, Shaik led the creation of the Telstra video streaming platform ‘Presto’, that reaches over 10M Australians. In addition to his role at Telstra, Shaik was the design lead on the Apple airplay technology integration to 80% of Tier1 Audio OEM (Original Equipment Manufacturers) such as Denon, Bose, Pioneer, Yamaha, leading a team of 30 engineers. Previously (2003-2010), Shaik built and deployed various end to end video decoding solutions at Sony and Intel. Mr. Shaik is a graduate of Visvesvaraya Technological University with a bachelor’s degree in Computer Science with a major in machine learning. 82 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our then Officers for all services rendered in all capacities to us for the fiscal years ended as indicated. Name and Principal Position Year ended April 30 Salary ($) Bonus ($) Share Awards ($)(1) Non-Equity Incentive Plan Compensation ($) All other compensation ($) Total ($) Mike Ballardie (1) 2024 324,714 300,000 475,595 1,100,309 2023 570,169 300,000 - 285,000 105,318 1,260,487 Judah Honickman (2) 2024 190,198 95,940 55,199 341,337 2023 179,502 87,400 27,144 294,046 Paul McKeown (3) 2024 - - - - - - 2023 366,023 77,411 443,434 Tom Dye (4) 2024 80,000 10,395 90,395 2023 160,000 40,000 16,902 216,902 Mark Radom (5) 2024 183,000 54,000 237,000 2023 150,000 28,500 178,500 Yonah Kalfa (6 ) 2024 441,000 441,000 2023 - 495,000 495,000 Jason Seifert (7) 2024 - - - - 2023 35,833 8,442 44,275 (1) Calculated in accordance with ASC Topi c 718, consistent with the Company’s financial statements. Mr. Ballardie has served as the Company’s Principal Executive Officer and as Chairman of the Board of Directors since September 16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (3) Mr. Honickman has served as the Company’s Chief Marketing Officer since September 16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (3) Paul 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. (4) Tom 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. (5) Mark Radom has served as the Company’s General Counsel since September 16, 2019 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (6) Yonah Kalfa has served as the Company’s Chief Innovation Officer since September 7, 2020 and has an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. (7) Jason Seifert served as the Company’s Chief Financial Officer from July 6, 2021 through June 25, 2022 and had an address at 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244. 83 EMPLOYMENT AGREEMENTS The Company is a party to service agreements with each of its executive officers. Mike Ballardie. On April 6, 2020, we entered into a service agreement with our Chief Executive Officer, Mike Ballardie, which was amended on November 1, 2020. Pursuant to the service agreement, Mr. Ballardie will serve as our Chief Executive Officer for a period of five years. During the five-year term, Mr. Ballardie receives a monthly base salary of $50,000 and a bonus payment at a minimum of 50% of the annual base salary. We also issued Mr. Ballardie warrants to purchase 25,000 shares of our common stock. The warrants were exercisable at issuance at an exercise price of $0.01 per share and have an expiration date of April 6, 2030. We also provide standard indemnification and directors’ and officers’ insurance. We may terminate Mr. Ballardie’s employment with cause (as defined under the agreement) and without cause by giving at least 180 days prior written notice. If we terminate Mr. Ballardie without cause, all his unvested stock and option compensation of any nature will vest without any further action. Mr. Ballardie may resign for good reason (as defined under the agreement) or without good reason by giving at least 180 days prior written notice. If we terminate Mr. Ballardie without cause or he resigns for good reason, we must pay severance in an amount in lieu of base salary and benefits that would have accrued to Mr. Ballardie for the greater of (a) the unexpired portion of the term of the agreement or (b) two years, to be paid in full 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 if we terminate Mr. Ballardie without cause or he resigns for good reason. Mr. Ballardie is also subject to standard confidentiality and non-competition provisions. Tom Dye. On April 30, 2020, we entered into a service agreement with our Chief Operating Officer, Tom Dye. 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. Dye received 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. The 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 $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 shares of common stock to Mr. Dye after the value of the Company’s outstanding stock equals $100 million. 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 notice. If we 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. Mr. Dye may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Dye is also 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. Paul McKeown. On July 5, 2021, we entered into a service agreement with our former Chief Financial Officer, Paul McKeown. Pursuant to the service agreement, Mr. McKeown served as our Chief Business Integration Officer until January 31, 2023, when he resigned. During the term of this agreement, Mr. McKeown received a base salary at an hourly rate of $150 per hour and an annual performance bonus of at least 30% of the annual gross base salary. and We also issued Mr. McKeown warrants to purchase 188 shares of common stock. The warrants 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. Mr. McKeown was also subject to standard confidentiality and non-competition provisions. Since January 2023, Mr McKeown has operated as a consultant to the Company. 84 Juda Honickman. On April 30, 2020, we entered into a service agreement with Nest Consulting Inc., a Delaware corporation, owned by our Chief Marketing Officer, Juda Honickman. Pursuant to the service agreement, Mr. Honickman will serve as our Chief Marketing Officer for a period of three years. During the three-year term, Mr. Honickman receives an annual base salary of $102,000 and a bonus payment at a minimum of 50% of his annual base salary. We also issued warrants to purchase 313 shares of common stock to Mr. Honickman. The warrants 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. Honickman’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. Honickman without cause, all Mr. Honickman’s unvested stock and option compensation of any nature will vest without any further action and will pay two years base salary severance within 30 days of termination. In addition, Mr. vesting of all unvested common or preferred shares and options and warrants will continue for 12 months following termination. Mr. Honickman may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Honickman is also subject to standard confidentiality and non-competition provisions. Mark Radom. On February 1, 2022, we entered into the second amended and restated service agreement with our General Counsel, Mark Radom. Pursuant to the service agreement, Mr. Radom will serve as General Counsel for a period of two. During the two-year term, we agreed to pay Mr. 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. We also 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. 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. If we terminate Mr. 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. Mr. Radom may resign for good reason (as defined under the agreement) or without good reason by giving at least 120 days prior written notice. Mr. Radom is also subject to standard confidentiality and non-competition provisions. Yonah Kalfa. On September 7, 2020, we entered into a service agreement with our Chief Innovation Officer, Yonah Kalfa. Pursuant to the service agreement, Mr. Kalfa will serve as our Chief Innovation Officer for a period of three years. During the three-year term, Mr. Kalfa receives an annual base salary of 1,162,800 Israeli New Shekel (approximately $350,000) and a bonus payment at a minimum of 25% of the annual gross base salary. Mr. Kalfa agreed to defer receipt of his base salary until otherwise agreed in writing. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Kalfa’s employment with cause (as defined under the agreement) and without cause by giving at least 60 days prior written notice. If we terminate Mr. Kalfa without cause, we will pay two years base salary severance within 30 days of termination. Mr. Kalfa may resign for good reason (as defined under the agreement) or without good reason by giving at least 30 days prior written notice. Mr. Kalfa is also subject to standard confidentiality and non-competition provisions. DIRECTOR COMPENSATION The following table sets forth director compensation for the years ended April 30, 2024 and 2023: Name Year Ended April 30 Fees earned or paid in cash ($) Stock Awards ($) Total ($) Mike Ballardie 2024 - 207,750 207,750 2023 - 73,125 73,125 Kirk Taylor 2024 - 207,750 207,750 2023 73,125 73,125 Stephen Crummey 2024 - 103,875 103,875 2023 - - - Yonah Kalfa 2024 - 207,750 207,750 2023 - 73,125 73,125 Rodney Rapson 2024 - 103,875 103,875 2023 - - - * The 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. Stock Options/SAR Grants . None. 85 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The 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 as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock. 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 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. The following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of 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. 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 60 days. 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. Common Stock Name # of Shares % of Class (1) Yonah Kalfa (2)** 320,505 12.1 % Mike Ballardie (3) 988 * Judah Honickman (4) 16,750 * Kirk Taylor (5) 50,000 1.9 % Rodney Rapson (6) 22,651 * Mark Radom (7) 16,754 * Steven Crummey (8) 25,000 * All current officers and directors as a group (7 persons) 452,648 15.9 % **5% Holders * indicates a share ownership percentage of less than one percent (1%). ** indicates a share ownership of 5% or higher 86 (1) Percentages are based on a total of 2,659,149 shares of Common Stock outstanding on the date hereof. (2) 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. In 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. Kalfa also 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. Mr. 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. (3) 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. (4) 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 to $3.10. 87 (5) 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. (6) 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. (7) 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 $3.10. (8) 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. (9) 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. (10) 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. (11) 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. (12) 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. (13) 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. Securities authorized for issuance under equity compensation plans. The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. On 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 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). The 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. 88 Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2020 Plan as well. The number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance. Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders - - 0 Equity compensation plans not approved by security holders 1,225,516 $ 20.1 - Total 1,225,516 $ 20.1 0 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of fees incurred to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements. Fiscal 2024 Fiscal 2023 Audit Fees $ 30,000 $ 34,000 Tax Fees 59,462 - All Other Fees 128,517 - Total $ 217,979 $ 34,000 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements Our financial statements as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K are hereby incorporated by reference. 89 (b) Exhibits The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Annual Report on Form 10-K or, as noted, incorporated by reference herein: Exhibit Number Exhibit Description 3.1 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) 3.2 Bylaws (Incorporated by reference to the Registrant’s Form S-1 (File No. 333-259487), filed with the Commission on June 14, 2022) 4.1 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) 4.2 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) 4.3 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 10.1 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) 10.2 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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) 10.7 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) 10.8 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) 10.9 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) 90 21.1 List of Subsidiaries 23.1 Consent of OLAYINKA OYEBOLA & CO 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 32.1 Certification of Principal Executive Officer and Pursuant to 18 U.S.C. 1350. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Definition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ^ Management contract or compensatory plan or arrangement. 91 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Connexa Sports Technologies Inc. Dated: July 24, 2024 By: /s/ Mike Ballardie Mike Ballardie Director, President and Chief Executive Officer (Principal Executive Officer) Dated: July 24, 2024 By : /s/ Mike Ballardie Mike Ballardie Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Mike Ballardie Mike Ballardie Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, and Director July 24, 2024 /s/ Juda Honickman July 24, 2024 Juda Honickman Chief Marketing Officer /s/ Mark Radom July 24, 2024 Mark Radom General Counsel /s/ Yonah Kalfa July 24, 2024 Yonah Kalfa Chief Innovation Officer and Director /s/ Kirk Taylor July 24, 2024 Kirk Taylor Director /s/ Stephen Crummey July 24, 2024 Stephen Crummey Director /s/ Rodney Rapson July 24, 2024 Rodney Rapson Director 92