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Item 7. Management’s Discussion and Analysis

2025-08-13 compared with 2024-07-25 · 272 added, 994 removed, 9 unchanged (99% of the section changed)

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

(“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015.

On August 23, 2019, the majority

owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”),

which was 100% owned by Slinger Bag Ltd.

(“SBL”), an Israeli company.

In connection with the Stock Purchase Agreement, Slinger

Bag Americas acquired 2,500 shares of common stock of Lazex for $332,239.

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

Bag Americas to Lazex in exchange for the 2,500 shares of Lazex acquired on August 23, 2019.

As a result of these transactions, Lazex

owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 2,500 shares of common stock (approximately 82%) of Lazex.

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

October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company

incorporated on November 3, 2017.

There were no assets, liabilities or historical operational activity of Slinger Bag Canada.

February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International

(UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019.

On February 10, 2021, Zehava Tepler, the owner of SBL,

contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one

forward split of its outstanding shares of common.

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

adjusted to reflect the impact of the stock split.

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

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

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

stake in Foundation Sports Systems, LLC (“Foundation Sports”).

February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd.

(“Gameface”).

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

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

(“PlaySight”) and Rohit Krishnan

(the “Shareholders’ Representative”).

As a result of the merger agreement, PlaySight would become a wholly owned subsidiary

of the Company.

April 2022, the Company determined that the technology utilized in the Foundation Sports acquired entity would take substantially more

financial resources and more time to bring to market and achieve profitability than originally anticipated.

As a result, the goodwill

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

In addition, during April 2022 the Company decided to sell a portion of Foundation Sports.

The Company continued to classify Foundation

Sports in continuing operations, until December 5, 2022 when it sold 75% of Foundation Sports back to the original owners at which time

it deconsolidated this subsidiary and recorded a loss on the sale.

The Company also determined to dispose of the PlaySight entity during

the year ended April 30, 2023.

The Company completed the sale in November 2022 and recorded a loss on the sale at that time.

April 2022, the Company changed its domicile from Nevada to Delaware.

On April 7, 2022, the Company effected a name change to Connexa

Sports Technologies Inc.

We also changed our ticker symbol, “CNXA”.

Connexa is now the holding company under which Slinger

Bag and Gameface reside.

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

to as the “Company.”

June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse

split adjusted basis.

No fractional shares were issued in connection with the reverse stock split and all such fractional interests were

rounded up to the nearest whole number of shares of common stock.

All references to the outstanding stock have been retrospectively adjusted

to reflect this reverse split.

The Company also consummated a public offering of shares of its common stock and the listing of its common

stock on the Nasdaq Capital Market.

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.

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

Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of

PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees,

tax authorities and any other (past, current and future) creditors of PlaySight;

(2) waiver by the Buyer of 100% of the personal consideration

owed to them under their employment agreements in the total amount of U.S.

$600,000 (which would have been increased in December 2022

and (3) cash consideration of U.S.

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

promissory note in the amount of U.S.

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

maturity due date of the Promissory Note is December 31, 2023 subject to a one year extension in the discretion of the Buyer until

December 31, 2024.

The Buyer timely elected to extend the maturity date of the Promissory Note to December 31, 2024.

Promissory Note can be partially paid over the time, but in the event it is not paid in full by December 31, 2024, then the remaining

amount due (i.e.

$2 million less any amount paid), will be converted into ordinary shares of PlaySight (the “Deposited

Shares”), which will be deposited with the escrow company of Altshuler Shaham Trust Ltd.

(the “Escrow Agent”) for

the benefit of the Company or, at the election of the Company, issued in the form of a stock certificate or recorded in some other

market-standard format to be held by the Escrow Agent.

number of the Deposited Shares shall be determined according to the post-money valuation of the last investment round of the Company,

and in the absence of such investment round, the total number of the Deposited Shares shall be $2 million divided by the Company’s

valuation to be determined at that time by a third-party appraiser, to be nominated by both the Company and the Buyer (the “Appraiser”).

The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent

their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e.

KPMG, PWC and Deloitte).

The Company and the Buyer have agreed to split the cost of the Appraiser.

Company has also released PlaySight from all of its obligations (except for those created by the Agreement) in respect of the Company,

including any inter-company debts on the books, and the Buyer has released the Company from all of its obligations (except for those

created by the Agreement) in respect of PlaySight and the Buyer.

reason for the entry into the Agreement and the transactions contemplated thereby was to eliminate the need for the Company to provide

further financing for PlaySight’s operations.

December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted

him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in

As of December 5, 2022, the results of Foundation Sports will no longer be consolidated in the Company’s financial statements,

and the investment was accounted for as an equity method investment.

On December 5, 2022, the Company analyzed this investment and established

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

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

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

and contact data of its customers (subject to applicable law) and (ii) publish any promotional content, call to action, survey or similar

promotional communications provided by the Company to Foundation Sport’s customers for its Customers to promote said material to

their extended network of consumers in exchange for 7% of any gross revenue to be generated from such activities.

March 7, 2023, Slinger Bag entered into an exclusive distribution agreement for Padel Tennis with a company located in Valencia, Spain

called with Desarrollo y Promocion de Padel S.L.

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

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

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

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

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

a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to create, incur,

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

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

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

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

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

the Company owes Mr.

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

Company was unable to pay Mr.

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

Kalfa’s extraordinary contribution to the Company,

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

owed (with Mr.

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

that certain Deferred Payment Conversion Agreement with Mr.

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

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

and the amount due to Mr.

Kalfa through January 31, 2024.

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

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

of Common Stock.

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

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

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

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

under Nasdaq Listing Rule 5635(d).

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

minus 220,265) to Mr.

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

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

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

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

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

Ballardie’s waiver of

his right to receive any bonus payments as described in clause 2.2 of his service agreement with Slinger Bag International (UK) Limited

dated 1 November 2020 (the “Service Agreement”) to which he would otherwise be entitled to receive through January 31, 2024.

and Recent Transactions

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

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

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

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

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

The consummation

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

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

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

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

Acquisition Structure

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

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

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

The Share Purchase Transaction closed on March 20, 2024.

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

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

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

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

Exchange Transaction (the “Share Exchange Consideration”).

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

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

within the meaning of Rule 144 under the Securities Act.

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

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

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

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

assets and liabilities related to or necessary for the operations of its “Slinger Bag” business or products (the “Legacy

Business”) to a newly established entity (“NewCo”), and that after the Closing Date, NewCo will have the sole right

to and obligations of the Legacy Business and will be liable to the Company for any losses arising from third-party claims against the

Company that arise from liabilities related to the Legacy Business (the “Separation”).

NewCo will be owned by Yonah Kalfa

and Mike Ballardie.

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

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

of YYEM in April 2024), and the liabilities of the Legacy Business were $12.0 million (which represents the liabilities of the

Company as of April 30, 2024).

Accommodations

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

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

in cash by YYEM, as follows:

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

(ii) $1,200,000 payable

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

symbol as the parties may agree;

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

Date and paid to NewCo.

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

following the Acquisition

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

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

or election of the new directors.

Share Exchange, as amended, provides that:

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

and other matters related to the Share Exchange Transaction.

Such stockholder approval was received on May 15, 2024;

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

to be determined by the parties;

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

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

Stock will be delisted from Nasdaq;

Company and YYEM shall cooperate to effectuate a reverse stock split, obtain approval from Nasdaq of a new listing application to

be submitted to Nasdaq in connection with the Share Exchange Transaction, and provide such information as is necessary for the Company

to obtain shareholder approval of the Share Exchange Transaction and other matters relating thereto.

The shareholder approval was

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

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

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

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

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

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

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

Exchange Shares;

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

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

duly executed bought and sold note, as applicable;

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

to the Closing pursuant to the Exchange Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If the Exchange Agreement

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

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

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

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

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

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

effective to be June 27, 2024.

June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which

the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment

to the Company of $210,600 in cash less fees of $10,580.

The Company agreed to pay Meged $17,538 each week until the Meged Receivables

Purchased Amount is paid in full.

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

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

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

for general purposes.

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

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

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

Commercial Code (UCC).

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

or with respect to any of such collateral.

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

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

in cash less fees of $50,000.

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

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

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

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

to any of such collateral.

Meeting of Stockholders

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

(i) the issuance of

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

our common stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.00002 per share, (iii) 16,026 shares of common

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

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

the exercise of 5.5 Year Warrants at an at an exercise price per share equal to $1,768per share to Armistice Capital Master Fund Ltd

and (ii) a reverse stock split of our common stock within a range of one (1)-for-ten (10) to one (1)-for-forty (40) (“Reverse Stock

Split”), with the Board of Directors of the Company to set the specific ratio and determine the date for the reverse split to be

effective and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders,

at any time within 12 months of the special meeting date.

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

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

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

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

Transactions from September 2023 to April 2024

September 18, 2023 through April 30, 2024, the Company issued Armistice 9478,709 shares of Common Stock related to the exercise of the

pre-funded warrants.

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

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

In addition, on October 11, 2023,

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

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

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

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

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

(ii) 155,479 shares of Common Stock

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

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

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

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

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

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

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

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

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

expenses payable by it.

The transaction closed on December 7, 2023.

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

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

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

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

Of this amount, the Company received gross proceeds

of $3 million from the Lenders.

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

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

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

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

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

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

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

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

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

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

shareholders would take place.

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

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

of such warrants to $3.20 per share.

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

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

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

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

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

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

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

The Company and the Lenders and the

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

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

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

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

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

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

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

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

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

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

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

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

A registration statement was filed and

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

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

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

Morgan for $2,500,000 in cash.

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

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

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

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

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

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

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

Armistice further agreed that any and

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

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

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

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

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

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

Issuance to Sapir

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

Sapir LLC is controlled by Aitan Zacharin, an investor

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

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

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

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

the Company granted Mr.

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

2.1(d) of the AZ Consulting Agreement.

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

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

shares of Common Stock as payment of the Discretionary Compensation.

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

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

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

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

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

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

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

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

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

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

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

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

The Company will

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

may at that time be delisted from Nasdaq.

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

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

October 11, 2023.

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

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

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

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

Instead, Staff will issue a Delist

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

Panel if the initial Panel is unavailable.

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

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

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

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

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

Bid Price Requirement”).

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

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

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

(“ Nasdaq ”) indicating that (i) the Company did not regained compliance with the Rule within the prescribed time

period and is not eligible for a second 180-day remediation period.

Specifically, the Company did not comply with the $5,000,000

minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market under the Equity Standard and (ii)

unless the Company requests an appeal by June 18, 2024, of this determination, Nasdaq has determined that the Company’s

securities will be scheduled for delisting from Nasdaq and will be suspended at the opening of business on June 21, 2024, and a Form

25-NSE will be filed with the Securities and Exchange Commission (the “ SEC ”), which will remove the

Company’s securities from listing and registration on The Nasdaq Stock Market (the “ Delisting

Determination ”).

The Company appealed

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

The hearing panel date was set for July 25, 2024.

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

27, 2024, the Company effected a 1-20 reverse stock split, which brought its share price to $8.31, which, in turn, caused the Company

to regain compliance with the Minimum Bid Price Requirement and on July 11, 2024, the company’s closing bid price was in excess

of $1 for a continuous 10-day trading period.

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

and the Delisting Determination has been withdrawn.

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

May 1, 2024, the Company received a letter from the Nasdaq indicating that, due to the Company’s failure, in violation of Listing

Rules 5620(a) and 5810(c)(2)G), to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal

year end of April 30, 2023, it no longer complies with the Nasdaq’s Listing Rules for continued listing.

Under Nasdaq Rules, the

Company has 45 calendar days from May 1, 2024 to submit a plan to regain compliance and if the Nasdaq accepts such plan, Nasdaq can grant

an exception of up to 180 calendar days from the fiscal year end, or until October 28, 2024, to regain compliance.

On May 17, 2024, Nasdaq

notified the Company that based on the Company’s current report on Form 8-K filed on May 17, 2024, the Company’s proxy distributed

on May 2, 2024, and the annual meeting of the stockholders held on May 15, 2024, it has regained compliance with the Nasdaq Listing Rules

for continued listing.

January 2024 Offering

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

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

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

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

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

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

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

The aggregate number of

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

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

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

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

Issuance to Smartsports

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

Smartsports LLC is an investor relations consultant

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

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

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

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

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

Agile Capital LLC Agreement

On January 10, 2024, the Company

entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000

in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash.

The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid

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

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

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

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

The proceeds from the sale of future

receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount (as defined below).

Advance Agreement No.1

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

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

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

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

granted to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed

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

Funding Solutions Agreement

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

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

The Company agreed to pay UFS $9,798.49 each week until the UFS Receivable Amount is paid in full.

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

a security interest in all present and future accounts receivable.

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

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

Advance Agreement No.

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

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

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

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

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

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

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

Advance Agreement No.

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

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

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

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

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

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

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

Company operates in the sports equipment and technology business.

The Company is the owner of the Slinger Launcher, which is comprised

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

AI technology and performance analytics.

inception to date, we have been focused on the ball sport market globally.

Our first product, the Slinger Bag Launcher, is a patented,

highly portable, versatile and affordable ball launcher built into an easy to transport wheeled trolley bag.

ball machines have been around since the 1950’s when they were introduced by Rene Lacoste.

Improvements to performance were made

in the 1970’s when Prince started its tennis business on the back of its first product – Little Prince – which was

a vacuum operated ball machine.

In the 1990’s the first battery operated machines came to the market and since that time very little,

if anything, has changed in the structure of ball machines products outside of added computerization.

Typically, the machines being marketed

by traditional ball machine brands are large, cumbersome and awkward to operate.

They are also generally expensive – often well

$1,000 compared to the entry price of $700 for a Slinger Bag Launcher.

We believe that up until the introduction of the Slinger

Bag Launcher, the majority of traditional tennis ball machines were sold to tennis facilities, institutions and tennis teachers, with

only a few being sold directly to tennis playing consumers.

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

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

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

appointment of Olayinka Oyebola & Co.

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

April 30, 2024.

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

“Exchange Agreement”) among the Company, Mr.

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

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

The Exchange Agreement

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

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

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

Upon the closing of the Acquisition,

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

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

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

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

shares to 1,000,000,000 shares.

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

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

for the Reverse Stock Split to be effective.

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

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

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

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

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

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

and director.

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

the closing of the Share Exchange Transaction and onward.

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

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

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

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

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

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

of approximately $16.5 million.

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

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

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

be issued is 3,775,470.

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

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

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

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

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

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

Compensation”) through January 31, 2024.

The Company was unable to pay Mr.

Kalfa any of the compensation in cash and, given

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

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

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

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

Kalfa, dated January 20,

2024 (the “2024 Agreement”).

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

number of shares to be issued using that price ($3.74), and the amount due to Mr.

Kalfa through January 31, 2024.

Due to administrative

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

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

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

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

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

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

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

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

approval of the amendment of the 2020 Slinger Bag Inc.

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

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

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

No fractional shares were issued in connection with the reverse stock

split and all such fractional interests were rounded up to the nearest whole number of shares of common stock.

All references to the

outstanding stock have been retrospectively adjusted to reflect this reverse split.

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

to as the “Company.”

Company operates in the sports equipment and technology business.

The Company is the owner of the Slinger Bag Launcher, which is comprised

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

AI technology and performance analytics for sports.

Accounting Policies and Estimates

critical accounting policies relate exclusively to our continuing operations.

of Presentation

consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United

States of America (“GAAP”).

As a result of the transactions described above, the accompanying consolidated financial statements

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

years ended April 30, 2024 and 2023.

All intercompany accounts and transactions have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the amounts reported in the financial statements and accompanying notes.

Accordingly, actual results could differ from those estimates.

is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value.

The Company’s

valuation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink.

reserves are based on historical information and assumptions about future demand and inventory shrink trends.

It is possible that changes

to inventory reserve estimates could be required in future periods due to changes in market conditions.

Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which

is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

The Company recognizes

revenue for its performance obligation associated with its contracts with customers at a point in time once products are shipped.

collected from customers in advance of shipping products ordered are reflected as deferred revenue on the accompanying consolidated balance

The Company’s standard terms are non-cancelable and do not provide for the right-of-return, other than for defective merchandise

covered under the Company’s standard warranty.

The Company has not historically experienced any significant returns or warranty

acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method

of accounting.

Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, are

recorded at fair value.

We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired

and liabilities assumed at the acquisition date.

One of the most significant estimates relates to the determination of the fair value

of these assets and liabilities.

The determination of the fair values is based on estimates and judgments made by management.

Our estimates

of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable.

period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which

all information for determination of the values of assets acquired and liabilities assumed is received and is not to exceed one year

from the acquisition date.

We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities

assumed, with the corresponding offset to goodwill.

Additionally,

uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the

acquisition date.

We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments

to preliminary estimates to goodwill, provided we are within the measurement period.

If outside of the measurement period, any subsequent

adjustments are recorded to the consolidated statement of operations.

Value of Financial Instruments

value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The three-tier hierarchy for

inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities,

is as follows:

1 — Quoted prices in active markets for identical assets or liabilities

2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities

3 — Unobservable pricing inputs in the market

assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair

value measurements.

Our assessment of the significance of a particular input to the fair value measurements requires judgment and may

affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable.

The carrying amount

of these financial instruments approximates fair value due to their short-term maturity.

The Company’s derivative liabilities were

calculated using Level 2 assumptions.

Company’s contingent consideration in connection with the acquisition of Gameface and PlaySight were calculated using Level 3 inputs.

Company estimates the fair value of its intangible assets using Level 3 assumptions, primarily based on the income approach utilizing

the discounted cash flow method.

taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes.

Deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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

Assets and Goodwill

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

that their net book value may not be recoverable.

When such factors and circumstances exist, the Company compares the projected undiscounted

future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying

If those net undiscounted cash flows do not exceed the carrying amount, impairment, if any, is based on the excess of the carrying

amount over the fair value, based on market value or discounted expected cash flows of those assets and is recorded in the period in

which the determination is made.

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

ASC 350 requires

that goodwill not be amortized, but reviewed for impairment if impairment indicators arise and, at a minimum, annually.

The Company records

goodwill as the excess purchase price over assets acquired and includes any work force acquired as goodwill.

Goodwill is evaluated for

impairment on an annual basis.

the adoption of the ASU 2017-04, which eliminates the second step of the goodwill impairment test, the Company tests impairment of goodwill

In this step, the Company compares the fair value of each reporting unit with goodwill to its carrying value.

determines the fair value of its reporting units with goodwill using a combination of a discounted cash flow and a market value approach.

If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the Company will

record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value.

If the fair value of

the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and the Company

will not record an impairment charge.

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

The Company also grants warrants in

connection with certain note payable agreements and other key arrangements.

The Company is required to estimate the fair value of share-based

awards on the measurement date and recognize as expense that value of the portion of the award that is ultimately expected to vest over

the requisite service period.

Accounting Pronouncements

following are the results of our operations for the year ended April 30, 2024 as compared to April 30, 2023:

the Years Ended

and marketing expenses

and administrative expenses

(14,472,054 )

and development costs

figures expressed in terms of millions are rounded to one decimal place;

all dollar figures expressed in terms of thousands are rounded

to the nearest thousand.

All percentages are calculated using the unrounded underlying figures and rounded to the nearest whole number.

The Company operates through YYEM, a Hong Kong-based subsidiary established

in November 2021 that is engaged in the emerging love and marriage market sector.

mission is to empower global connections through innovative matchmaking technology.

own advanced patents and other proprietary technology which we license out, and we are using this intellectual property to develop an

AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored

to their specific markets and cultures.

We believe our pioneering technology has the power to transform the matchmaking industry, leading

to greater success for our licensees and their clients, and ultimately leading to more people finding successful life partnerships.

We have licensing agreements in place with various entities to use the IP in numerous countries across Asia, Europe, and Africa, generating

royalties of $12.8 million in our financial year ended April 30, 2025.

February 2025, YYEM entered into an agency agreement to develop content for TikTok across the MENA region, leveraging Twitch-hosted live-streaming

in sports, gaming, and lifestyle categories.

While no upfront payments were received, the agreement positions us to monetize end-user

engagement once our influencer network is developed.

Revenue under this agreement will depend on performance-based conversion metrics,

and as of April 30, 2025, influencer network capabilities were still nascent.

We consider this development a positive step toward the diversification of our revenue streams.

January 8, 2025, we entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) under a registered

Form S-3 shelf registration, enabling us to raise up to $2,213,152 through periodic sales of common stock.

We may sell shares via

as agent, or to A.G.P.

as principal, and will pay a 3% commission on gross proceeds, plus limited out-of-pocket expense

reimbursements.

No shares had been sold through this facility as of April 30, 2025, but the agreement provides strategic

flexibility for future capital raising.

June 30, 2025, we executed a securities purchase agreement to issue 20 million units (each unit comprising one share of common stock

and two five-year warrants with an exercise price of $0.89), targeting gross proceeds of $4.6 million.

Closing is contingent on

Nasdaq listing compliance and shareholder approval.

The warrants allow for cashless exercise if no effective registration is in

This financing, if consummated, will significantly improve liquidity and capital resources through 2025 and

of Results of Operations

revenue is generated from license fees paid by customers for the use of our technology.

of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly attributable

and administrative expense primarily consists of salaries and benefits for employees involved in general corporate functions;

professional fees for external legal,

accounting, and other consulting services;

traveling expenses;

and other general office and administrative expenses.

profit is calculated as revenue less cost of revenue.

of Operations

Ended April 30, 2025, Compared to the Year Ended April 30, 2024

following are the results of our operations for the year ended April 30, 2025, as compared to the year ended April 30,

Year Ended April 30,

Cost of Revenue

Operating Expenses:

(14,900,410 )

from operations

(21,958,775 )

expenses (income):

of debt discount

on conversion of accounts payable to common stock

on change in fair value of derivative liability

(14,119,784 )

expense - related party

other (income) expense

loss from Continuing Operations

$ (15,636,418 )

$ (25,227,825 )

net sales during the year ended April 30, 2024 were $8,398,049, compared to net sales of $9,922,799, in the same period to April 30,

2023, a reduction of 15%.

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

via our online marketplace and to our international distributors.

The significant decrease in our online consumer marketing of

Slinger Bag, coupled with on-going delays in inventory production in Asia, resulting in a significant lack of availability in Q4, all

combined to contribute to the significant decrease in sales as of April 30, 2024.

cost of sales during the year ended April 30, 2024 were $5,004,257, compared to $7,144,335 for the period to April 30, 2023, a reduction

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

This reduction in Cost of Sales is a result of the reduction

in net sales coupled with efficiencies in both our incoming and outgoing product supply chains.

This resulted in a gross profit of $3,393,674,

compared to a gross profit of $2,778,464, or 28% for the period to April 30, 2023.

The 41% in gross profit margin can be attributed

to a combination of a reduction in transportation costs from Asia as well as inland USA, compared to the same period in 2023, coupled

with a small increase in average selling price of the Slinger Bag units.

and marketing expenses

the year ended April 30, 2024, we incurred selling and marketing expenses of $1,565,006 compared with $1,928,198 during the year ended

April 30, 2023, a reduction of 19%.

This decrease is largely driven by a decrease in social media advertising, sponsorships, and other

investments in our market driven primarily by reduced sales and consumer demand stemming from our production delays and significant out

of stock position.

General and Administrative Expenses

Total Operating Expenses

Operating Income

Our revenue increased by $7.6 million, or 147.0%, from $5.2 million for

the year ended April 30, 2024 to $12.8 million for the year ended April 30, 2025, driven by royalty income from new licensees following

the entry into agreements, initially in the form of binding term sheets, with three licensees in January 2024.

Our cost of revenue increased by $1.8 million, or 153%, from $1.2 million

to $3.0 million, primarily driven by higher amortization costs related to our greater level of intangible assets, many of which were acquired

near the end of the financial year ended April 30, 2024.

Gross profit increased by $5.8 million, or 145%, from $4.0 million to $9.8 million,

driven by our higher royalty income described immediately above.

and Administrative Expenses

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

as well as legal fees and fees for professional services.

During the year ended April 30, 2024, we incurred general and administrative

expenses of $8,721,823 compared with $22,743,877 during the year ended April 30, 2023, a reduction of 64%.

The decrease in general and

administrative expenses is largely due to a reduction in our share based compensation and reductions in all professional fees and amortization

and development costs

the year ended April 30, 2024, we incurred research and development costs of $0 compared with $65,164 during the year ended April 30,

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

for investment.

the year ended April 30, 2024, we recorded a gain on change in fair value of derivatives of $7,635,612, compared to $10,950,017 during

the year ended April 30, 2023.

Excluding the gain from the change in the fair value of the derivative liabilities during the years ended

April 30, 2024 and 2023, we had other expenses totaling $16,828,875 and $14,269,067, respectively.

The increase in other expenses for

the year ended April 30, 2024 as compared to April 30, 2023 was primarily due an increase in derivative expenses coupled with increases

in amortization of debt discounts, losses incurred on conversion of accounts payable to common stock, and an increase in interest expense.

operations incorporates the impact of the divestments of both PlaySight and Gameface during the period to April 30, 2024.

from discontinued operations was $0 during the year ended April 30, 2024 compared to $45,875,860 in the year ended April 30, 2023.

loss from discontinued operations was $0 during the period to April 30,2024 compared to $4,461,968 in the period to April 30, 2023.

and Capital Resources

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

liabilities in the normal course of business for the foreseeable future.

We had an accumulated deficit of $167,387,028 as of April 30,

2024, and more losses are anticipated in the development of the business.

Accordingly, there is substantial doubt about our ability to

continue as a going concern.

Our financial statements do not include any adjustments related to the recoverability and classification

of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

General and administrative expenses, which mainly related to salaries,

professional fees, and other general office and administrative expenses, increased by $3.1 million, from $164,000 to $3.3 million, primarily

driven by the growth of our business as we increased royalty revenue and by the fact that in the year ended April 30, 2025, we began incurring

costs relating to YYEM becoming an operating subsidiary of a Nasdaq-listed company.

This included audit fees, legal fees, insurance premiums,

and directors’ and officers’ compensation.

and Capital Resources

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

liabilities in the normal course of business for the foreseeable future.

We had an accumulated deficit of $167,387,028 as of April 30,

2024, and more losses are anticipated in the development of the business.

Accordingly, there is substantial doubt about our ability to

continue as a going concern.

Our financial statements do not include any adjustments related to the recoverability and classification

of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

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

the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due.

Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or

private placement of debt and/or common stock.

We finance our operations primarily through cash generated from operations.

We had working capital, or net current assets, of $16.0 million as of April 30, 2025, compared to $8.2 million as of April 30, 2024, an

increase of approximately $7.6 million, or 93%.

In comparison with a year prior, our accounts receivable as of April 30, 2025 increased

by $10.0 million as we recognized royalty revenue over the course of the financial year in accordance with our recognition policy while

the credit terms of our licensees permitted payment up to 90 days after the end of our financial year in order to afford them time to

monetize the licensed technology.

As of April 30, 2025, we had retained earnings of $6.1 million.

following is a summary of our cash flows from operating, investing, and financing activities for the years ended April 30, 2025 and 2024:

the Years Ended April 30,

flows used in operating activities

$ (3,001,433 )

Year Ended April 30,

Cash Flow (Used in)/Provided by Operating

$ (2,865,643 )

flows used in investing activities

Cash Flow (Used in)/Provided by Financing Activities

$ (2,446,904 )

flows provided by financing activities

had cash and cash equivalents of $229,705 as of April 30, 2024, as compared to $202,095 as of April 30, 2023.

cash used in operating activities was $3,001,433 during the year ended April 30, 2024, compared with $6,365,389 during the year ended

April 30, 2023.

Our cash used in operating activities during the year ended April 30, 2024 was primarily the result of our net loss for

the years which was partially offset by our non-cash expenses as well as net decreases in inventories, prepaid inventories, prepaid expenses,

other current assets and accounts payable and accrued expenses, offset by net increases in accounts receivable, other current liabilities

and accrued interest.

cash used in investing activities was $16,500,000 for the year ended April, 30 2024, compared with net cash used in investing activities

of $0 for the for year ended April 30, 2023.

Investing activities for the year ended April, 30 2024 related to the acquisition of a 20%

stake in Yuanyu Enterprise Management.

cash provided by financing activities was $19,478,993 for the year ended April 30, 2024, compared with $5,821,178 for the year ended

April 30, 2023.

Cash provided by financing activities for the year ended April 30, 2024 consisted of proceeds of $17,961,828 from issuance

of common stock, $3,728,000 from notes payable, offset by $785,509 in repayments of notes payable and $1,425,326 in repayments of notes

payable to related parties.

provided by financing activities for the year ended April 30, 2023 consisted of proceeds of $8,744,882 from issuance of common stock,

$2,000,000 from notes payable and related party notes payable, offset by $546,158 in payment of notes to related parties and $4,377,537

in notes payable.

Cash Advances

June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which

the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment

to the Company of $210,600 in cash less fees of $10,580.

The Company agreed to pay Meged $17,538 each week until the Meged Receivables

Purchased Amount is paid in full.

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

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

in cash less fees of $50,000.

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

paid in full.

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

a security interest in the following collateral:

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

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

any of such collateral.

Agreement No.1

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

which the Company sold $693,500 in future receivables to Agile Capital Funding, LLC (the “ACF Receivable Amount”) in exchange

for $450,000 in cash.

The Company agreed to pay Agile Capital Funding, LLC (“ACF”) $28,895.83 each week until the ACF Receivable

Amount is paid in full.

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

a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to create, incur,

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

Agreement No.

January 10, 2024, the Company entered into an agreement with ACF (the “Agile Jan Agreement”) pursuant to which the Company

sold $1,460,000 in future receivables to ACF (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash.

Company agreed to pay ACF (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full.

In order to secure

payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to ACF a security

interest in the following collateral:

all present and future accounts receivable.

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

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

The proceeds from the sale of future

receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount (as defined above).

Agreement No.

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

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

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

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

granted to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed

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

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

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

Company agreed to pay UFS $9,798.49 each week until the UFS Receivable Amount is paid in full.

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

a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to create, incur,

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

Agreement No.

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

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

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

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

to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to

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

Agreement No.

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

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

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

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

to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to

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

of Indebtedness

and Security Agreement

January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with one or more

institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd.

as agent for the Lenders (the “Agent”)

for the issuance and sale of (i) a note in an aggregate principal amount of up to $2,000,000 (the “Note”) with the initial

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

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

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

The closing price of the Company’s

common stock on January 6, 2023, as reported by Nasdaq, was $176.80 per share, so the Warrants in respect of the initial advance under

the Note are exercisable for up to 90,498 shares of the Company’s common stock.

The Warrants have an exercise price per share equal

to the closing price of the common stock of the Company on the date of the issuance of the Note, or $4.42 per share and a term of five-

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

The initial exercise date of the Warrants was September 13, 2023,

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

Pursuant to the

terms of the Loan and Security Agreement, an additional advance of $600,000 was made to the Company under the Note in February 2023.

The Company’s obligations under the terms of the Loan and Security Agreement were fully and unconditionally guaranteed by all of

the Company’s subsidiaries (the “Guarantors”).

October 11, 2023, Connexa Sports Technologies Inc.

(the “Company”) entered into a loan and security modification agreement

(the “Loan and Security Modification Agreement”) with a one or more institutional investors (the “Lenders”) and

a certain institutional investor, as agent for the Lenders (the “Agent”) amending the terms of the Loan and Security Agreement

dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000

and modify the terms of the LSA to reflect the New Loan.

connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common

Warrants”) to purchase up to 8,460 shares of Common Stock at an exercise price of $19 per share.

The Common Warrants are exercisable

six months after their issuance and will expire five and one-half years from their date of issuance.

The Common Warrants and the shares

of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended

(the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption

provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

The warrants to purchase 8,460 shares of

Common Stock are referred to herein as the “October Warrants”.

previously disclosed, on December 6, 2023, the Company entered into an inducement offer letter agreement (the “Inducement Letter”)

with a certain holder (the “Holder”) whereby the Holder agreed to exercise for

cash warrants to purchase an aggregate of 248,611 shares of Common Stock at a reduced exercise price of $2.94 per share in consideration

of the Company’s agreement to issue new common stock purchase warrants (the “December Warrants” and, together with

the October Warrants, the “Lender’s Warrants”) to purchase up to an aggregate of 497,221 shares of Common Stock at

an exercise price of $5.88 per share (subject to adjustment).

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

Of this amount, the Company received gross proceeds

of $3 million from the Lenders.

February 21, 2024, the Company and the Lenders and the Agent entered into a Waiver, Warrant

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

to the Waiver, Amendment, and Modification Agreement, the Lenders and the Agent agreed to

waive certain events of default with regard to certain covenants and obligations the Company had pursuant to (a) that certain registration

rights agreement between the Company and the Lenders and the Agent entered into in September

2022, (b) the Loan and Security Agreement (as modified), and (c) the Inducement Letter.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent

agreed to modify the Loan and Security Agreement such that the Note became convertible into up to 499,584 shares of Common Stock

based on the agreed to conversion price of $6.40.

The Company believes that the $6.40 conversion price meets the definition of “Minimum

Price” in Nasdaq Listing Rule 5635(d).

On March 26, 2024, the Holder had fully converted the Note into shares of Common Stock and

the Note was fully paid.

Payable - Related Party

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

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

The loans bear interest at a rate of 8% per

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

On June 27, 2022,

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

to July 31, 2024.

were $1,169,291and $1,953,842 in outstanding borrowings from the Company’s related parties for the years ended April 30, 2024 and

2023, respectively.

Accrued interest due to related parties as of April 30, 2024 and 2023 amounted to $917,957 and $917,957, respectively.

January 6, 2023, we sold certain of our inventory including all components, parts, additions and accessions thereto to Yonah Kalfa and

Naftali Kalfa who immediately consigned it back to us in exchange for a payment of $103 per ball launcher we sell until we have paid

them an aggregate total of $2,092,700, which represents payment in full of the principal amounts of and accrued interest in respect of

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

Sheet Arrangements

have no off-balance sheet arrangements.

of Inflation and Changes in Prices

do not believe that inflation and changes in prices will have a material effect on our operations.

of April 30, 2025, we had cash and cash equivalents of $54,000, compared to $39,000 as of April 30, 2024.

cash used in operating activities was $379,000 for the year ended April 30, 2025, compared with a net inflow of $2.5 million of cash from

operating activities for the prior year, a decrease of $2.9 million in operating cash flow.

A $2.0 million rise in our net income was partially offset by the

combined effect of our non-cash adjustments, including a $10.0 million increase in our accounts receivable as described above, as

well as sizable increases in amortization expense and income taxes payable as our business grew.

Since our cash level was low in the period before payment from our licensees was due, we had no cash allocated to investing activities,

neither putting cash into investments nor receiving cash from investments.

only cash flow we recorded as financing activities were two non-cash items:

$330,000 increase in the value of a guarantee given to the Company by our Chairman in respect of the value of listed shares we own;

and $725,000 owed to our Chairman for amounts he paid on behalf of the Company during the year ended April 30, 2025.

Based on our current operating plans, we believe that our existing cash

at the time of this filing will be sufficient to meet our anticipated operating needs for at least the next 12 months and that we will

have sufficient financial resources available through capital markets fundraising if we should decide to incur additional capital expenditure

or make other investments.

Our future capital requirements will depend upon many factors, including competing technological and market

developments, our R&D efforts, and decisions regarding acquisitions of further patents or companies or other assets.

Balance Sheet Arrangements

do not have any off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our

financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditure, or

capital resources that are material to investors.

Accounting Policies

significant accounting policies are disclosed in Note 2 to the accompanying financial statements.

The following is a summary of those

accounting policies that involve significant estimates and judgment of management.

preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenue and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions

related to long-lived assets and deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current

facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are

not readily apparent from other sources.

The actual results experienced by the Company may differ materially from the Company’s

To the extent there are material differences between the estimates and the actual results, future results of operations will

for Credit Losses

receivable are stated at their historical carrying amount net of allowance for credit losses.

for credit loss represents management’s best estimate of probable losses inherent in the portfolio.

On June 30, 2022, the Company

adopted ASC 326, “Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.”

This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses”

to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable

information to inform credit loss estimates.

The allowance for credit losses is a valuation account that is deducted from the cost of

the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

Company considered various factors, including nature, historical collection experience, the age of the accounts receivable balances,

credit quality and specific risk characteristics of its customers, and current economic conditions to develop an estimate of credit losses.

Additionally, the Company makes specific allowance for credit losses based on any specific knowledge the Company has acquired that might

indicate that an account is uncollectible.

The facts and circumstances of each account may require the Company to use substantial judgment

in assessing its collectability.

After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

As of April 30, 2025 and 2024, the Company had made no reserves.

of long-lived assets

assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions

that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life

is shorter than the Company had originally estimated.

When these events occur, the Company evaluates the impairment by comparing carrying

value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual

If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes

an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Impairment charge recognized

for the years ended April 30, 2025 and 2024 was nil.

value of financial instruments

value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities required

or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which

it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course

of the Company’s activities and is recorded net of VAT.

The Company adopts the five steps for the revenue recognition:

the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv)

allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies

a performance obligation.

with the criteria of ASC 606, “Revenue from Contracts with Customers,” the Company recognizes revenue when performance

obligations are satisfied by transferring control of a promised good or service to a customer.

For performance obligations that are

satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or

service is transferred to the customer:

(i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks

and rewards of ownership and (v) acceptance of the good or service.

Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services.

Accounts receivable are recorded when obligations have been performed and

billed to the customer.

During the period after the right to payment has become unconditional but before a bill has been issued, the amount

owed is recorded as accrued revenue (receivables).

The Company’s terms and conditions vary

by customer and typically provide net 90-day terms.

Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the

Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance

with the terms and conditions of the relevant license agreement.

Revenue is recognized by the Company not only when invoices have been

signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is

provided to the customers.

Company has adopted ASC 740, “Income Taxes,” which requires the use of the asset and liability method of accounting for income taxes.

Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

those temporary differences are expected to be recovered or settled.

to the acquisition by YYAI, YYEM was a limited liability company.

As a limited liability company, the Company’s taxable income

or loss is allocated to members in accordance with their respective percentage ownership.

Therefore, no provision or liability for federal

income taxes has been included in the financial statements.

In the event of an examination of the Company’s tax return, the tax

liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

Company accounts for share-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” Under the fair

value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the

award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

Accounting Pronouncements

Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,

results of operations, cash flows, or disclosures.

November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“ASU 2023-07”).

requires more detailed information about reportable segments and expenses, including the requirement to disclose qualitative information

about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense

ASU 2023-07 became effective for public companies in fiscal years beginning after December 15, 2023.

The Company operates

as a single reportable segment.

The chief operating decision maker is the Company’s chief executive officer, who assesses performance

based on total revenue, expenses, cash flows, and progress made in the Company’s ongoing development efforts.

All of the Company’s

long-lived assets are located in Hong Kong.

The Company reports revenue by geographical location as required under the standard.

Company has analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements

and note disclosures herein.

The Company does not believe that ASU 2023-07 will have a material impact on the consolidated financial

November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures”,

which focuses on improving the disclosures about a public business entity’s expenses and address requests from investors for more

detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization,

and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

ASU 2024-03 is

effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the standard and does not expect that the

adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments .

The amendments provide guidance on accounting for induced conversions of convertible debt instruments.

The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those

annual reporting periods.

Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06.

The Company is currently

evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial

position, results of operations, or cash flows.

January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation

Disclosures”.

The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities

are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting

periods beginning after December 15, 2027.

Early adoption of is permitted.

The Company is currently evaluating the impact of this amendment

and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and

March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin

The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning

after December 15, 2024.

The Company does not expect that the adoption of this guidance will have a material impact on its financial

position, results of operations, or cash flows.

May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting

Acquirer in the Acquisition of a Variable Interest Entity .

The amendments provide guidance on identifying the accounting acquirer

in transactions involving a variable interest entity.

The amendments are effective for annual reporting periods beginning after December

15, 2026, and interim reporting periods within those annual periods.

Early adoption is permitted as of the beginning of an interim or

annual reporting period.

The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this

guidance will have a material impact on its financial position, results of operations, or cash flows.

May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

Clarifications to Share-Based Consideration Payable to a Customer .

The amendments clarify the accounting for share-based

consideration payable to a customer under Topic 718 and Topic 606.

The amendments are effective for annual reporting periods, including

interim periods within those annual periods, beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently

evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial

position, results of operations, or cash flows.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets .

The amendments provide a practical expedient and, if applicable, an accounting policy election to

simplify the measurement of credit losses for certain receivables and contract assets.

The amendments are effective for annual reporting

periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted

in any interim or annual period in which financial statements have not yet been issued or made available for issuance.

The Company is

currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact

on its financial position, results of operations, or cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-K

Item 7. Management’s Discussion and Analysis