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What changed in AIRWA INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AIRWA INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+489 added−939 removedSource: 10-K (2025-08-13) vs 10-K (2024-07-25)

Top changes in AIRWA INC.'s 2025 10-K

489 paragraphs added · 939 removed · 75 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

5 edited+108 added−251 removed0 unchanged
Biggest changeSeparation Agreement In 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”).
Biggest changeOn November 21, 2024, the Company entered into a separation and assignment agreement (the “Separation Agreement”) with J&M 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 J&M, in consideration for $1.00.
Acquisition and Recent Transactions On 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.
ITEM 1. Business The Acquisition On March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement (the “Exchange Agreement”) to acquire 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr.
Pursuant 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”).
On November 21, 2024, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application submitted to it in connection with the Acquisition, the Company completed the purchase of 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 the Company’s common stock, par value $0.001 per share (the “Common Stock”) to the YYEM Seller, representing 55.8% of the issued and outstanding shares of Common Stock as of the date of the closing (the “Share Exchange Transaction”).
As part 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.
As part of the transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established Florida limited liability company called J&M Sports LLC (“J&M”), which is owned by Yonah Kalfa, former Chief Innovation Officer and director of the Company; Mike Ballardie, former President, Chief Executive Officer, Treasurer and director of the Company; Juda Honickman, former Chief Marketing Officer of the Company; and Mark Radom, former general counsel and Secretary of the Company.
On June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that (i) the Company did not regained compliance with the Rule within the prescribed time period and is not eligible for a second 180-day remediation period.
Nasdaq Compliance On July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that, as a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board, effective June 12, 2025, the Company is not currently in compliance with Nasdaq Listing Rule 5605.
Removed
ITEM 1. Business History of our Company Lazex Inc. (“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.
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Hongyu Zhou, the sole shareholder of YYEM (“YYEM Seller”) for a combined $56 million (the “Acquisition”). $16.5 million of this amount was paid in cash on March 20, 2024, pursuant to the Purchase Agreement to acquire 20% of YYEM.
Removed
(“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.
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As an inducement to the Company to complete the Acquisition, YYEM agreed, pursuant to the Exchange Agreement, to make several installment payments to the Company totaling $5,000,000 in aggregate.
Removed
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. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.
Added
Pursuant to the Separation Agreement, J&M obtained the sole right to and assumed all the obligations of the Legacy Business and is liable to the Company for any losses from third-party claims against the Company that arise from liabilities related to the Legacy Business (the “Separation”).
Removed
On 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.
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As a result of the completion of the Acquisition, on November 21, 2024, the Company’s directors and officers resigned from their positions on November 21, 2024.
Removed
On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2021, Zehava Tepler, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.
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On November 19, 2024, prior to the resignation of all of the directors of the Company, the Company’s Board of Directors (the “Board”) appointed five new directors, with such appointment taking effect on November 21, 2024 upon the closing of the Acquisition.
Removed
Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one forward split of its outstanding shares of common. All share and per share information contained in this report have been retroactively adjusted to reflect the impact of the stock split.
Added
YYEM became the Company’s sole operating subsidiary. 1 Technology Licensing Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector. YYEM’s mission is to empower global connections through innovative matchmaking technology.
Removed
Effective June 27, 2024, the Company increased the number of authorized shares of common stock from 300,000,000 to 1,000,000,000. On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”).
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Through YYEM, we 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.
Removed
On February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd. (“Gameface”). As a result of the share purchase agreement, Gameface became a wholly owned subsidiary of the Company. On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”).
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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. Our YYEM company was founded on the principle that love is universal but dating and marriage customs vary widely across cultures.
Removed
As a result of the merger agreement, PlaySight would become a wholly owned subsidiary of the Company. During April 2022, the Company determined that the technology utilized in the Foundation Sports acquired entity would take substantially more financial resources and more time to bring to market and achieve profitability than originally anticipated.
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By providing highly relevant patents, and a flexible, customizable matchmaking app framework, we aim to enable our partners to develop matchmaking services that resonate with local users while benefiting from our advanced matching algorithms, safety features, and engagement tools.
Removed
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.
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We possess six technologies related to the metaverse and five AI matchmaking patents, which together enable access to both Augmented Reality (AR) and eXtended Reality (XR), enhancing our future revenue growth potential in the online matchmaking segment.
Removed
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.
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Our AI technology is also designed to integrate with existing Big Data models and other larger AI models, such as Huawei Pangu, Baidu 6 Wenxinyiyan, Alibaba Tongyi, and Tencent Hunyuan.
Removed
The Company completed the sale in November 2022 and recorded a loss on the sale at that time. 1 In April 2022, the Company changed its domicile from Nevada to Delaware. On April 7, 2022, the Company effected a name change to Connexa Sports Technologies Inc. We also changed our ticker symbol, “CNXA”.
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Through interrogating and analyzing available Big Data, our intellectual property aims to support the identification of our licensees’ target subscriber base, while providing subscriber profile analysis and connecting to our AI matchmaker platform, all with the goal of helping our licensees deliver effective matchmaking services both online and in person and helping their clients find successful life partnerships.
Removed
Connexa is now the holding company under which Slinger Bag and Gameface reside.
Added
Our revenue model is based on licensing fees with our partners, which we intend to bolster through the development or acquisition of additional patents. We aim to pioneer a new approach to matchmaking. Our strategy is built on three core pillars: 1.
Removed
The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred to as the “Company.” On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis.
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Technological Innovation: We will invest in R&D, predominantly through our relationships with our trusted outsourcing companies, to become a leading supplier of matchmaking technology. Our AI-powered matching algorithms, advanced safety features, and engagement tools will be designed to create meaningful connections while prioritizing user safety and authenticity. 2.
Removed
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.
Added
Cultural Adaptability: Our platform is being built with flexibility in mind, allowing partners to easily customize the user experience and features to align with local cultural norms and preferences. This approach will better ensure that each app feels native to its market while benefiting from our global expertise. 3.
Removed
The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market. On November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company. Gabriel and Rohit were members of the audit and compensation committees.
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Partner Empowerment: We plan to offer our partners support, including technical integration, marketing strategies, and ongoing optimization.
Removed
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.
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Our success will be tied to the success of our partners, creating a symbiotic relationship that will help to drive innovation and growth. 2 We believe that by enabling our partners to customize our AI-powered platform for local preferences and practices, each app can present a unique value proposition to its respective target user base.
Removed
On November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees, tax authorities and any other (past, current and future) creditors of PlaySight; (2) waiver by the Buyer of 100% of the personal consideration owed to them under their employment agreements in the total amount of U.S. $600,000 (which would have been increased in December 2022 to U.S. $800,000); and (3) cash consideration of U.S. $2 million to be paid to the Company as follows: (i) a promissory note in the amount of U.S. $2 million issued and delivered to the Company (the “Promissory Note”).
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Key features of our technology, offered now or in development, include: ● AI-driven matching algorithms that learn and improve based on user behavior and feedback; ● Metaverse capabilities for more natural meetings in cyberspace; ● Customizable safety features, including photo verification, message filtering, and real-time moderation; ● Engagement tools such as virtual events and video chat integration; ● Flexible monetization options to suit different market needs; and ● Robust analytics and reporting to help partners optimize their apps.
Removed
(ii) The 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.
Added
Our team has a strong track record in both matchmaking technology and international business. We intend to leverage this expertise not only to improve our core technology but also to offer our partners help in navigating the complexities of launching and growing matchmaking apps in diverse markets.
Removed
(iii) The 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.
Added
Looking ahead, we see promising opportunities for growth as more people around the world embrace technological assistance with matchmaking, particularly AI-driven assistance. By empowering local entrepreneurs and established companies to create culturally relevant matchmaking apps, we believe we will expand our reach and impact far beyond what we could achieve with a single, global app.
Removed
U.S. $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.
Added
We generated royalties of $12.8 million in our financial year ended April 30, 2025.
Removed
(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.
Added
Social Networking Our operating subsidiary, YYEM, is also developing a social networking vertical to create and sell content to TikTok for its users in the Middle East and North Africa (the “MENA region”), which we anticipate will provide an independent revenue stream capitalizing on TikTok’s strength in the MENA region relative to the uncertainty the app faces in the United States.
Removed
(iv) The 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”).
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Under a Multi-Channel Network (MCN) agency services agreement signed with TikTok in February 2025, YYEM will procure the production of content to be live-streamed or served as videos to TikTok’s multitude of users in the MENA region.
Removed
The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e. E&Y, KPMG, PWC and Deloitte).
Added
This is expected to include engaging broadcasts across various categories, such as sports, gaming, and lifestyle topics, produced by popular Twitch hosts and other influencers within the network that YYEM is developing. We anticipate that YYEM’s new vertical will also include live-streaming, voice chat rooms, gaming, and influencer-driven user-generated content.
Removed
The Company and the Buyer have agreed to split the cost of the Appraiser.
Added
The fees generated by this arrangement with TikTok will depend on the rate of conversion by TikTok end-users. Market Overview Technology Licensing The global online dating market is worth multiple billions of dollars annually, with most estimates of dating app revenue being between $6 billion and $9 billion in each of 2023 and 2024.
Removed
The 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. 2 The 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.
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Global growth is forecast to be between 6% and 9% per year through the rest of the decade. A disproportionate amount of this revenue is generated by a few public companies in the United States (most notably Match Group), where the market is mature, technology is well integrated in people’s lives, and penetration rates are high.
Removed
On December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in cash.
Added
Connexa, through YYEM, has focused its efforts on building relationships with clients focused on markets outside North America, where the competition is more dispersed, penetration rates are lower, and the room for growth is greater. We are not aware of any competitor technology companies that specialize in providing technology to online dating companies as we do.
Removed
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.
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Across the Asia Pacific region (in this case, Japan, Hong Kong, and Southeast Asia), there is a wide diversity of opportunity. Highly urbanized hubs in Japan and Singapore, as well as parts of Thailand and the Philippines, have relatively high app adoption among young adults.
Removed
The Company entered into a database access and marketing agreement with Foundation Sports pursuant to which Foundation Sports will (i) provide the Company with sporting or racquet facility information 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.
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Japan’s cultural dynamics, with ritualized dating norms, relatively late marriages, and heavy smartphone use, help to create a sizable paying user base. Hong Kong is a high-connectivity market, as well, with near-universal internet and mobile usage, which supports app adoption, although the absolute market is small due to the population size of the territory.
Removed
On 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 end of 2028.
Added
At the same time, Southeast Asia also has many less-urbanized areas with lower smartphone usage and fewer opportunities for monetization per user.
Removed
On 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. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.
Added
These areas, however, have strong growth potential because the population will generally connect to the internet almost exclusively through their phones rather than through computers, fostering mobile-first social behavior and increasing comfort with apps of all kinds, and because the proportion of youth in its population is typically higher.
Removed
In 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.
Added
Europe (including the UK) is a mature market with broad app awareness. Culturally, Europe is generally more similar to the United States than Asia is, enabling the major U.S.-based players to gain market share more easily.
Removed
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.
Added
The penetration rate among urban 18- to 34-year-olds is high, comfortably exceeding 10% in numerous jurisdictions, which provides a solid base for monetization but translates into lower projected growth rates.
Removed
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 member of the Company’s board of directors.
Added
Online dating companies must contend with strict data privacy regulation in Europe, which requires greater expenditure but arguably bolsters the long-term prospects of the market, given the trust it engenders. 3 Sub-Saharan Africa is far smaller in scale than either Asia Pacific or Europe, but its growth prospects are promising.
Removed
Pursuant to Sections 2.1(a) and 2.1(b) of the YK Employment Agreement, the Company owes Mr. Kalfa $1,137,000 in salary (the “Salary Compensation”) through January 31, 2024 to Mr. Kalfa. The Company was unable to pay Mr. Kalfa any of the compensation in cash and, given Mr.
Added
South Africa’s online dating app market generated just over $200 million in revenue in 2023, but generally monetization is harder elsewhere in the region, with low average revenue per user.
Removed
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.
Added
Mobile internet access and smartphone ownership are rising fast but still are substantially lower than global averages, which constrains absolute penetration of dating apps despite strong potential interest in urban youth segments of the societies.
Removed
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”).
Added
Given the low established base, growth prospects are significant, with important factors being localization (with cultural and religious conservatism impacting product design) and low cost (given the economic challenges associated with operating in developing economies). The cultural and religious conservatism prevalent in parts of Sub-Sharan Africa stands in contrast with the more secular traditions of much of Europe.
Removed
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+225 added−318 removed31 unchanged
Biggest changeWe regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals.
Biggest changeAlthough we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals. The results of audits or related disputes could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made.
In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.
In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures or perceived opportunities, such as investment, acquisition, marketing, and development activities.
In addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect market price of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies.
In addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect the market price of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies.
In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis. 17 Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer a “smaller reporting company”. The costs of being a public company could result in us being unable to continue as a going concern.
Our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer a “smaller reporting company”. The costs of being a public company could result in us being unable to continue as a going concern.
If one or more of the analysts who elect to cover us downgrade our common shares, our share price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our common share price and trading volume to decline.
If one or more of the analysts who elect to cover us downgrade our common shares, our share price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause the price and trading volume of our Common Stock to decline.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.
If securities or industry analysts do not publish research, or they publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.
We require additional financing, in addition to anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all.
We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all.
In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline.
In the event that securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline.
Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted.
Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price of our stock may be negatively impacted.
We estimate these costs to be in excess of $500,000 per year and may be higher if our business volume or business activity increases significantly.
We estimate these costs to be in excess of $500,000 per year, and they may be higher if our business volume or business activity increases significantly.
The market price of our common shares could be subject to significant fluctuations in response to the factors described in this section and other factors, many of which are beyond our control.
The market price of our Common Stock could be subject to significant fluctuations in response to the factors described in this section and other factors, many of which are beyond our control.
We will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.
We may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm our operational results.
We are subject to the periodic reporting requirements of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are subject to the periodic reporting requirements of the Exchange Act, requiring us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
Among the factors that could affect our stock price are: ● Actual or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similar to us; ● Weather conditions, particularly during holiday shopping periods; ● Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors, or differences between our actual results and those expected by investors and securities analysts; ● Fluctuations in the market valuations of companies perceived by investors to be comparable to us; ● The public’s response to our or our competitors’ filings with the SEC or announcements regarding new products or services, enhancements, significant contracts, acquisitions, strategic investments, litigation, restructurings or other significant matters; ● Speculation about our business in the press or the investment community; ● Future sales of our shares; ● Actions by our competitors; ● Additions or departures of members of our senior management or other key personnel; and ● The passage of legislation or other regulatory developments affecting us or our industry.
Among the factors that could affect our stock price are: ● actual or anticipated variations in our quarterly and annual operating results or those of companies perceived to be similar to us; ● Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors, or differences between our actual results and those expected by investors and securities analysts; ● Fluctuations in the market valuations of companies perceived by investors to be comparable to us; 24 ● The public’s response to our or our competitors’ filings with the SEC or announcements regarding new products or services, enhancements, significant contracts, acquisitions, strategic investments, litigation, restructurings, or other significant matters; ● Speculation about our business in the press or the investment community; ● Future sales of our shares; ● Actions by our competitors; ● Additions or departures of members of our senior management or other key personnel; and ● The passage of legislation or other regulatory developments affecting us or our industry.
As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders.
As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal controls. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investments on terms acceptable to us and our shareholders.
For as long as we are a “smaller reporting company,” we will not be required to comply with certain reporting requirements that apply to other publicly reporting companies. We cannot predict whether the reduced disclosure requirements applicable to smaller reporting companies will make our common shares less attractive to investors. We are currently a “smaller reporting company”.
For as long as we are a “smaller reporting company,” we will not be required to comply with certain reporting requirements that apply to other publicly reporting companies. We cannot predict whether the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.
If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs.
If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenue or cash flow from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing, and growth programs.
For as long as we continue to be a smaller reporting company, we may choose to take advantage of certain exemptions from reporting requirements applicable to other publicly reporting companies that are not smaller reporting companies.
We are currently a “smaller reporting company.” For as long as we continue to be a smaller reporting company, we may choose to take advantage of certain exemptions from reporting requirements applicable to other publicly reporting companies that are not smaller reporting companies.
If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.
If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures may be significantly limited.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting.
In fact, we will be required to raise additional funds throughout 2023 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs.
We may be required to raise additional funds throughout 2024 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs.
As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors of the Company (the “Board of Directors”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 35 Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public.
As defined in Exchange Act Rule 13a-15(f), internal controls over financial reporting involves a process designed by, or under the supervision of, the principal executive and principal financial officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and to ensure that receipts and expenditures of the Company are being made only in accordance with authorizations of management or directors of the Company; and ● provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result.
Risks Related to Ownership of Our Shares Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result.
The failure of any significant investment to provide expected returns or profitability could have a material adverse effect on our financial results and divert management attention from more profitable business operations. Our business is sensitive to consumer spending and general economic conditions.
The failure of any significant investment to provide expected returns or profitability could have a material adverse effect on our financial results and divert management attention from more profitable business operations.
From time to time, we may invest in technology, business infrastructure, new businesses, product offering and manufacturing innovation and expansion of existing businesses, such as our digital commerce operations, which require substantial cash investments and management attention.
Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce the expected returns. From time to time, we may invest in technology, business infrastructure, new businesses, product offering and manufacturing innovation and expansion of existing businesses, such as our digital commerce operations, which require substantial cash investments and management attention.
If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock. 36 Any acquisitions we make could disrupt our business and seriously harm our financial condition.
Any actual or perceived weaknesses and conditions that need to be addressed in our internal controls over financial reporting or any disclosure of management’s critical assessment of our internal controls over financial reporting may have an adverse impact on the price of the Common Stock.
The Tax Act also transitions U.S. international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation.
The Tax Act also transitions U.S. international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation. 19 We earn a substantial portion of our income in foreign countries and are subject to the tax laws of those jurisdictions.
If we fail to maintain effective internal controls over financial reporting, then the price of our common stock may be adversely affected. Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock.
Our internal controls over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of the Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting.
We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations.
Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition, or results of operations.
Further, our effective tax rate in a given financial period may be materially impacted by changes in mix and level of earnings or by changes to existing accounting rules or regulations.
Further, our effective tax rate in a given financial period may be materially impacted by changes in mix and level of earnings or by changes to existing accounting rules or regulations. In addition, tax legislation enacted in the future could negatively impact our current or future tax structure and effective tax rates.
In addition, we may attempt to raise additional capital by selling shares, possibly at a deep discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material. A reverse stock split may not help generate additional investor interest.
In addition, we may attempt to raise additional capital by selling shares, possibly at a deep discount to the market price. These actions may result in material dilution of the ownership interests of existing shareholders and the book value of our Common Stock.
We do not intend to pay dividends on our shares of common stock and under the terms of certain outstanding loans, we are not permitted to pay any dividends. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends.
We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends.
If our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.
If our revenue is insufficient or non-existent, or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business.
Certain of the Company’s large shareholders, including our officers and directors, represented approximately 21.6% of the Company’s voting rights as of April 30, 2024.
Certain of the Company’s large shareholders, including our officers and directors, represented approximately 55.8% of the Company’s voting rights as of August 7, 2025.
These factors could cause our future results to differ materially from our historical results and from expectations reflected in forward-looking statements. Risks Related to Our Business, Operations, and Industry We depend on the strength of our brands.
These factors could cause our future results to differ materially from our historical results and from expectations reflected in forward-looking statements.
Although we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countries with differing statutory tax rates. 42 To the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Endorsement Guides and we will otherwise endeavor to follow the FTC Act and other legal standards applicable to our advertising .
Although we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countries with differing statutory tax rates.
Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our income tax expense and cash flows. Portions of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings.
There have been proposals to reform foreign tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our income tax expense and cash flows.
The sale or prospect of a sale of a substantial number of these shares could have an adverse effect on the market price of our common stock. Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.
Future sales of shares of Common Stock may result in a decrease in the market price of our Common Stock, even if our business is doing well. The market price of our Common Stock could decline due to sales of a large number of shares of Common Stock in the market or the perception that such sales could occur.
Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares . Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized 1,000,000,000 shares that are not issued or reserved for issuance under convertible or exchangeable instruments.
This could make it more difficult to raise funds through future offerings of Common Stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized 1,000,000,000 shares of Common Stock that are not issued or reserved for issuance under convertible or exchangeable instruments.
We also utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters. These holidays and rulings expire in whole or in part from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.
These holidays and rulings expire in whole or in part from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met. The impact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.
These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our shares. 45 If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management.
These broad market fluctuations, as well as general economic, systemic, political, and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
We may take advantage of these reporting exemptions until we are no longer an emerging growth company. 44 If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
However, the incurrence of such costs will be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. 20 If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of the Common Stock, could drop significantly.
The results of audits or related disputes could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made. For example, we and our subsidiaries are also engaged in a number of intercompany transactions across multiple tax jurisdictions.
For example, we and our subsidiaries are also engaged in a number of intercompany transactions across multiple tax jurisdictions.
As a result, you should expect to receive a return on your investment in our common shares only if the market price of our common stock increases, which may never occur. Future sales, or the perception of future sales, of our common stock may depress the price of our common stock.
You should expect to receive a return on your investment in our Common Stock only if the market price of the stock increases, which may never occur. 26 Our stockholders may not be able to enforce judgments entered by U.S. courts against our officers and directors. We are incorporated in the State of Delaware.
There can be no assurances that our common stock will not be subject to potential delisting if we do not regain compliance with the listing requirements of the Nasdaq.
Although we expect that our Common Stock will remain listed on Nasdaq, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
The impact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate. We may also be subject to the examination of our tax returns by the U.S. Internal Revenue Service (“IRS”) and other tax authorities.
We may also be subject to the examination of our tax returns by the U.S. Internal Revenue Service (“IRS”) and other tax authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for income taxes.
A slowing or changing economy in our key markets could adversely affect the financial health of our customers, which in turn could have an adverse effect on our results of operations and financial condition.
These risks could adversely affect our business, financial condition, and results of operations. We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.
We also have agreed to register additional shares in connection with our recent financing. See “Item 1. Business—Recent Developments” for more information. Certain of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict with the interests of its other shareholders .
As of April 30, 2025, the Company had no shares of preferred stock authorized, issued or outstanding. 27 Certain of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict with the interests of its other shareholders.
This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. We do not intend to pay dividends on the shares of our Common Stock.
Any adverse change in regulations or their interpretation, or the regulatory climate applicable to these contemplated products and services, or changes in tax rules and regulations or interpretation thereof related to these contemplated products and services, could adversely impact our ability to operate our business as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations.
Any significant decrease in user retention or growth could render our licensees’ services less attractive to users, which could have a material adverse impact on our business, financial condition, and results of operations.
Any of these risks associated with the use of open-source software could be difficult to eliminate or manage, and if not addressed, could materially and adversely affect our business, financial condition and results of operations.
The occurrence of any of these events could tarnish our reputation, limit our marketing ability, or impede our ability to effectively compete against competitors with similar technologies, any of which could adversely affect our business, financial condition, and results of operations.
Any lawsuit or claim seeking monetary damages significantly exceeding our coverage or outside of our coverage may have a material adverse effect on our business and financial condition.
Any of these outcomes could have a material adverse effect on our business, financial condition, and stock price, which could contribute to the loss of all or part of your investment.
Investors relying upon this misinformation may make an uninformed investment decision.
Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Removed
We expect to derive substantially all of our net sales from sales of branded products and services we own, including Slinger and Gameface (under the Slinger App brand). The reputation and integrity of our brands are essential to the success of our business.
Added
Risks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements We are dependent on third parties for a significant portion of our revenue through intellectual property licensing agreements, and we may not realize the expected benefits of such arrangements.
Removed
We believe that our consumers value the status and reputation of brands we promote, and the superior quality, performance, functionality and durability that our brands represent. Building, maintaining and enhancing the status and reputation of our brands’ image is important to expanding our consumer base.
Added
We have in the past entered into, and may continue to enter into, licensing arrangements with third parties that we believe will commercialize our intellectual property and bolster our revenue.
Removed
Our continued success and growth depend on our ability to protect and promote our brands, which, in turn, depends on factors such as the quality, performance, functionality and durability of our products and services, our communication activities, including advertising and public relations, and our management of the consumer experience, including direct interfaces through customer service and warranty repairs.
Added
Our revenue from licensing agreements constituted substantially all of our revenue in the year ended April 30, 2025, and our results of operations have been, and may continue to be, affected by such arrangements. Licensing agreements involving our intellectual property are subject to various risks. Our licensees may fail to comply with their obligations set out in the respective agreements.
Removed
We may decide to make substantial investments in these areas in order to maintain and enhance our brand, and such investments may not be successful. Additionally, in order to expand our reach, we engage with third-party distributors. To the extent those third-party distributors fail to comply with our operating guidelines, we may not be successful in protecting our brand image.
Added
If the licensees generate insufficient revenue from their operations, they may be unable to meet the minimum payments required under the agreements. Our licensees may elect to cease the licensing arrangements due to a change in their strategic focus, the availability of funding, or other external factors.
Removed
Product defects, product recalls, counterfeit products and ineffective marketing are among the potential threats to the strength of our brands and to protect our brands’ status we may need to make substantial expenditures to mitigate the impact of such threats.
Added
Termination of any licensing arrangements may result in a reduction in our revenue and the need for replacement arrangements with other licensees. Our licensees have significant discretion in determining the efforts and resources that they will apply to their own operations, potentially limiting their ability to make the required payments under the licensing agreements.
Removed
Moreover, if we fail to continue to innovate to ensure that our products are deemed to achieve superior levels of function, quality and design, or to otherwise be sufficiently distinguishable from our competitors’ products, or if we fail to manage the growth of our on-line sales in a way that protects the high-end nature of our brands, the value of our brands may be diluted, and we may not be able to maintain our premium position and pricing or sales volumes, which could adversely affect our financial performance and business.
Added
Such licensees may independently develop intellectual property that could substitute for ours or may partner with competitors offering different technology.
Removed
We believe that maintaining and enhancing our brands image in new markets where we have limited brand recognition is important to expanding our consumer base.
Added
Our licensees may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property rights or our rights over our proprietary information or could expose us to potential liability.
Removed
If we are unable to maintain or enhance our brands in new markets, then our growth strategy could be adversely affected. 23 The cost of raw materials, labor or freight could lead to an increase in our cost of sales and cause our results of operations to suffer .
Added
Disputes may arise between us and our licensees that interfere with the licensing arrangements or lead to the termination of the licensing agreements.
Removed
Increasing costs for raw materials, labor or freight could make our sourcing processes more costly and negatively affect our gross margin and profitability. Labor costs at our independent manufacturers’ sites have been increasing and it is unlikely that these increases will abate. Wage and price inflation in our source countries could cause unanticipated price increases, which may be significant.
Added
Such disputes could result in costly litigation or arbitration that diverts management attention and resources. 8 As we expand to new jurisdictions, if we fail to enter into licensing arrangements for a particular territory with a suitable strategic partner and do not have sufficient funds or local expertise to undertake the necessary commercialization activities ourselves, we may not be able to generate revenue from that territory.
Removed
Such price increases by our independent manufacturers could be rapid in the absence of manufacturing contracts. Energy costs have fluctuated dramatically in the past and may fluctuate in the future. Rising energy costs may increase our costs of transporting our products for distribution and the costs of products that we source from independent suppliers.
Added
For these and other reasons, we may not achieve the outcomes expected from our licensing arrangements. These arrangements are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are difficult to predict and are beyond our control.
Removed
Further, many of our products are made of materials, such as high impact plastics, plastic-injected molded parts, and lightweight high tensile strength metals, that are either petroleum-based or require energy to construct and transport. Costs for transportation of such materials have been increasing as the price of petroleum increases.
Added
We may face operational and financial risks including increases in near- and long-term expenditure, exposure to unknown liabilities, disruption of our business, and diversion of our management’s time and attention. Even if we achieve the expected benefits, we may not be able to do so within the anticipated time frame.
Removed
Our independent suppliers and manufacturers may attempt to pass these cost increases on to us, and our relationships with them may be harmed or lost if we refuse to pay such increases, which could lead to product shortages.
Added
Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects. The love and marriage market sector, including matchmaking apps, is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by competitors may disrupt our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
Overview Although Cybersecurity risk is an important and evolving focus for the Company, due to its small size and limited resources, the Company is unable to devote any internal resources to cybersecurity and relies entirely on its vendors, for email, e-commerce, order management, purchasing/direct shipping, financials, inventory, warranty and returns and remote access, for assessing, identifying and managing material risks from cybersecurity threats whose collective security efforts are designed to protect against, among other things, cybersecurity attacks that can result in unauthorized access to confidential information, the destruction of data, disruptions to or degradations of service, the sabotaging of systems or other damage.
Added
Overview To preserve the confidentiality, integrity , and availability of our information systems, and to safeguard our assets, data, intellectual property, and network infrastructure, while meeting regulatory requirements, it is crucial to effectively manage cybersecurity risk.
Removed
The Company’s vendors have implemented measures and controls reasonably designed to address cyber attacks, including enhanced threat monitoring. Our ERP software is made accessible, controlled and monitored through an extensive list of policies and procedures. These include protocols dictating acceptable use, management of confidential data, application monitoring, secure access policies and application access strategies.
Added
To achieve this, we have implemented a comprehensive cybersecurity risk management framework, which is integrated into our overall enterprise risk management system and processes and is internally managed.
Removed
Operating System updates and security patches as well as application software updates released by the vendors are reviewed, tested and implemented on a regular basis. Data backup is achieved through hourly incremental backups with replications to off-site locations. User-level access is secured through industry standard encryption and supports accessibility rules including two factor authentication and VPNs.
Added
Our IT staff is tasked with assessing, identifying, and managing cybersecurity threats and is responsible for: ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, and services and to our broader enterprise IT environment; ● development of risk-based action plans to manage identified vulnerabilities and implementation of new protocols and infrastructure improvements; ● cybersecurity incident investigations; ● monitoring threats to sensitive data and unauthorized access to our systems; ● applying access control measures to critical IT systems, equipment, and devices, which measures are designed to prevent unauthorized users, processes, and devices from accessing IT systems and data; ● developing and executing protocols to ensure that information regarding cybersecurity incidents is shared promptly with the Board, as appropriate, to allow for risk and materiality assessments and to consider disclosure and notice requirements; and ● developing and implementing training on cybersecurity, information security, and threat awareness. 28 There were no cybersecurity incidents during the financial year ended April 30, 2025, that resulted in an interruption to our operations or known losses of any critical data or that otherwise had a material impact on our business strategy, financial condition, or results of operations.
Removed
The data center where our ERP software is hosted achieves some of the highest compliance certifications including: ● ISO/IEC 27001: Certification for information security management systems. ● SOC 2: Compliance with the AICPA’s Trust Service Criteria, demonstrating security, availability, processing integrity, confidentiality, and privacy controls. ● HIPAA: Compliance with the Health Insurance Portability and Accountability Act for handling protected health information (PHI). ● GDPR: Compliance with the General Data Protection Regulation for protecting the privacy and rights of EU citizens’ data. ● PCI DSS: Compliance with the Payment Card Industry Data Security Standard for secure handling of payment card data.
Added
However, the scope and impact of any future incident cannot be predicted. See Item 1A, “Risk Factors,” for more information on how material cybersecurity attacks might impact our business. Governance and oversight Our Board acknowledges the significance of robust cybersecurity management programs and actively participates in overseeing and reviewing our cybersecurity risk profile and exposures.
Removed
In addition, the data center where our ERP software is hosted achieves cybersecurity compliance through a multifaceted approach that encompasses various security measures and controls including: ● Physical Security. The data centers are highly secure facilities with strict access controls, surveillance systems, and perimeter fencing. Access to data centers is limited to authorized personnel only. ● Network Security.
Added
Our Board receives prompt and timely information regarding any significant cybersecurity incidents, as well as ongoing updates regarding any such incidents. Furthermore, in the event of any significant updates or adjustments to our cybersecurity related policies, our IT staff will present them to the Board for their review and approval.
Removed
Advanced network security measures are implemented to protect against unauthorized access and malicious activities. This includes firewalls, DDoS (Distributed Denial of Service) protection, and encryption for data in transit. ● Data Encryption. Data is encrypted both at rest and in transit using industry-standard encryption algorithms. This ensures that data remains secure even if it’s intercepted or compromised. ● Access Control.
Added
Our IT staff are responsible for the daily management of our cybersecurity efforts. This includes updates and refinement of cybersecurity policies, execution and management of cybersecurity measures, and the preparation of regular reports on cybersecurity execution. Their primary focus is to consistently update our cybersecurity programs and mitigation strategies, ensuring they align with industry best practices and procedures.
Removed
Identity and Access Management (IAM) allows us to manage access to our resources securely. IAM enables granular control over permissions, roles, and access policies, reducing the risk of unauthorized access. ● Security Monitoring and Logging. The data centers support robust monitoring and logging capabilities, allowing us to track and analyze security-related events in real-time.
Removed
This includes audit logging, activity tracking, and integration with security information and event management (SIEM) systems. 50 ● Incident Response. The data centers have established incident response procedures to detect, investigate, and mitigate security incidents promptly. This includes a dedicated security incident response team (SIRT) that coordinates response efforts and communicates with us. ● Third-Party Audits and Reviews.
Removed
The data centers undergo regular third-party audits and reviews to validate its security controls and compliance with industry standards and regulations. These audits provide independent verification of the security posture and help build trust with customers.
Removed
Third parties with which the Company does business, that facilitate the Company’s business activities (e.g., vendors, supply chain, exchanges, distributors and service providers) or that the Company has acquired are also sources of cybersecurity risk to the Company.
Removed
Third party incidents such as system breakdowns or failures, misconduct by the employees of such parties, or cyber-attacks, including ransomware and supply-chain compromises, could have a material adverse effect on the Company, including in circumstances in which an affected third party is unable to deliver a product or service to the Company or where the incident delivers compromised software to the Company or results in lost or compromised information of the Company or its clients or customers.
Removed
The Company does not have processes in place to oversee and identify risks from cybersecurity threats associated with its use of third-party service providers and vendors. Customers are also sources of cybersecurity risk to the Company and its information assets, particularly when their activities and systems are beyond the Company’s own security and control systems.
Removed
Risks from cybersecurity threats, including any previous cybersecurity events, to-date have not materially affected and are not likely to materially affect the Company or its business strategy, results of operations or financial condition.
Removed
Notwithstanding the approach that the Company takes to address cybersecurity risk via its vendors, the Company may not be successful in preventing or mitigating a future cybersecurity incident that could have a material adverse effect on the Company or its business strategy, results of operations or financial condition.
Removed
The Company has not and, for the foreseeable future, does not intend to engage third-party assessors or auditing firms with industry-recognized expertise on cybersecurity matters to review specific aspects of the Company’s or its vendors’ cybersecurity risk management framework, processes and controls.
Removed
Governance and oversight The Company’s board of directors has not to-date exercised any oversight of risks from cybersecurity threats and none of its committees is tasked with or responsible for oversight of risks from cybersecurity threats.
Removed
The Company’s board of directors will review its cybersecurity oversight going forward on a periodic basis and, if the Company makes adequate resources available, effect changes therein.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES As of the date of this report, we do not own any properties. Our principal office is located at 2709 N. Rolling Road, Suite 138, Windsor Mill, Maryland 21244. We entered into a lease for use of office space at this location effective September 1, 2019. This location is owned by Zeek Logistics.
Biggest changeITEM 2. PROPERTIES As of the date of this report, we do not own any properties. Our principal office is located at Rm. 3212, Tower 1, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
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We do not pay any rent or fee to use this location.
Added
Our portion of the rent at this address is HKD42,000 (approximately $5,400) per month for the use of approximately 800 square feet of a 2,300 square foot space. The lease on the property will expire on August 3, 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNone of our executive officers or directors have (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or (iv) been found to have violated any Federal, state or provincial securities or commodities law and such finding has not been reversed, suspended or vacated.
Biggest changeNone of our executive officers or directors has (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment, or decree enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, or banking activity, or (iv) been found to have violated any Federal, state, or provincial securities or commodities law where such finding has not been reversed, suspended, or vacated.
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LEGAL PROCEEDINGS On February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper.
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ITEM 3. LEGAL PROCEEDINGS From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of the date of issuance, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of the Company’s operations.
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On June 30, 2023, the United States District Court for the Southern District of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint.
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There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest.
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On July 31, Oasis filed an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder.
Removed
On February 28, 2024, the Company and Oasis settled this matter by entering into a settlement agreement pursuant to which the Company paid Oasis $225,000 in cash in exchange for a dismissal of the action by Oasis and a full release. 51 We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has a material interest adverse to us.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder. 52 Dividends We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future.
Biggest changeHolders of Record On August 7, 2025, there were 509 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder.
The 2020 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date one which it was adopted by the Board of Directors (except as to awards outstanding on that date).
The 2020 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it was adopted by the Board of Directors (except as to awards outstanding on that date).
Global Share Incentive Plan (2020), or the 2020 Plan, which was approved by stockholders holding in the aggregate 999,375 shares of the Company’s common stock, or approximately 75.4% of the Company’s common stock outstanding on such date.
Global Share Incentive Plan (2020) (the “2020 Plan”), which was approved by stockholders holding in the aggregate 999,375 shares of the Company’s common stock, or approximately 75.4% of the Company’s common stock outstanding on such date.
The Company had reserved a total of 1,875 shares for issuance under awards to be made under the 2020 Plan, all of which may, but need not, be issued in connection with ISOs.
The Company currently reserves a total of 1,537,500 shares for issuance under awards to be made under the 2020 Plan, all of which may, but need not, be issued in connection with ISOs.
ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information As of April 30, 2024, our shares of common stock were quoted on the OTCQB by the OTC Markets Group Inc. of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “YYAI” (since April 15, 2024).
ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information As of August 7, 2025, our common stock is listed on Nasdaq under the symbol “YYAI”. The last reported sales price for our common stock as reported on Nasdaq on August 7, 2025 was $4.53.
Removed
On April 7, 2022, the Company effected a name change to Connexa Sports Technologies Inc. and a ticker symbol change from “SLBG” to “CNXA”. On June 15, 2022, the Company uplisted its shares of common stock to the Nasdaq Capital Market where its shares of common stock now trade.
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The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees, or other fiduciaries and holders of unissued shares common stock. Dividends We have never declared or paid any cash dividends on our common stock, nor do we anticipate paying any in the near future.
Removed
On April 15, 2024, the Company effected a symbol change from “CNXA” to “YYAI”.
Added
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On November 21, 2024, the Company issued 8,127,572 shares of common stock to Hongyu Zhou in exchange for 5,000 ordinary shares of YYEM to complete the acquisition of a 70% ownership stake in YYEM. There have been no sales of securities since then. Issuer Purchases of Equity Securities None.
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Quarter Ended High Bid Low Bid April 30, 2024 $ 45.20 $ 3.80 January 31, 2024 $ 18.80 $ 2.80 October 31, 2023 $ 214.40 $ 16.40 July 31, 2023 $ 130.40 $ 95.20 Quarter Ended High Bid Low Bid April 30, 2023 $ 320.80 $ 108.00 January 31, 2023 $ 452.80 $ 128.8 0 October 31, 2022 $ 1,552.00 $ 168.80 July 31, 2022 $ 2,336.00 $ 616.00 Holders of Record On April 30, 2024, there were 218 holders of record of our common stock, as reported by the Company’s transfer agent.
Removed
On May 20, 2024, the Company issued 263 shares of common stock to Yonah Kalfa and warrants to purchase 263 shares of common stock with an exercise price of $0.02 and a term of 10 years to Mike Ballardie thereby depleting the 1,875 share reserve.
Removed
On May 15, 2024, at the Company’s annual general meeting, the stockholders of the Company approved an amendment to make an additional 1,500,000 shares of the Common Stock available for the issuance of awards under the plan by a vote of 13,170,657 for, 49,045 against and 1,457 abstentions.
Removed
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities Since May 1, 2024, the Company has issued an aggregate of 725,342 shares of its common stock consisting of: On May 24, 2024, the Company issued 47,116 shares of common stock to Yonah Kalfa in satisfaction of deferred compensation obligations.
Removed
On May 24, 2024, the Company issued 150,000 shares of common stock to its directors as compensation for the service and for their extraordinary contributions to the Company and warrants to purchase 50,000 shares of common stock with an exercise price of $0.02 and a term of 10 years to Mike Ballardie as compensation for his service and for his extraordinary contribution to the Company.
Removed
On May 24, 2024, the Company issued 33,500 shares of common stock consisting of 16,750 shares of common stock to each of Juda Honickman and Mark Radom for their extraordinary contributions to the Company. On June 27, 2024, the Company issued 511,214 shares of common stock upon the exercise of warrants.
Removed
On July 8, 2024, the Company issued 110,665 shares of common stock to satisfy DTC’s request for round-up shares as a result of the Company’s recent 1-20 reverse split.
Removed
On July 23, 2024, the Company issued 10 shares of common stock to a former shareholder of PlaySight in satisfaction of the Company’s obligation to issue shares of its common stock in exchange for its shares of PlaySight. This issuance was delayed until July 23, 2024 due to administrative issues. Issuer Purchases of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following is a summary of our cash flows from operating, investing and financing activities for the years ended April 30, 2024 and 2023: For the Years Ended April 30, 2024 2023 Cash flows used in operating activities $ (3,001,433 ) $ (6,365,389 ) Cash flows used in investing activities $ (16,500,000 ) $ - Cash flows provided by financing activities $ 19,478,993 $ 5,821,187 We had cash and cash equivalents of $229,705 as of April 30, 2024, as compared to $202,095 as of April 30, 2023.
Biggest changeThe following is a summary of our cash flows from operating, investing, and financing activities for the years ended April 30, 2025 and 2024: Year Ended April 30, Change 2025 2024 Amount % Cash Flow (Used in)/Provided by Operating Activities $ (379,388 ) $ 2,486,255 $ (2,865,643 ) (115 )% Cash Flow (Used in)/Provided by Financing Activities $ 394,781 $ (2,446,904 ) $ 2,166,569 89 % As of April 30, 2025, we had cash and cash equivalents of $54,000, compared to $39,000 as of April 30, 2024.
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.
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 bases.
Fair Value of Financial Instruments Fair 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.
Fair value of financial instruments Fair 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.
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.
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. Prior to the acquisition by YYAI, YYEM was a limited liability company.
Use of Estimates The 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.
Use of Estimates The 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.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Effect of Inflation and Changes in Prices We do not believe that inflation and changes in prices will have a material effect on our operations.
Off Balance Sheet Arrangements We 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.
Net 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.
Net 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.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015.
Added
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All dollar 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.
Removed
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.
Added
Overview 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. YYEM’s mission is to empower global connections through innovative matchmaking technology.
Removed
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.
Added
We 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.
Removed
Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc. On October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company incorporated on November 3, 2017. There were no assets, liabilities or historical operational activity of Slinger Bag Canada.
Added
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.
Removed
On February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2021, Zehava Tepler, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.
Added
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.
Removed
Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one forward split of its outstanding shares of common. All share and per share information contained in this report have been retroactively adjusted to reflect the impact of the stock split.
Added
Recent Developments In 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.
Removed
Effective June 27, 2024, the Company increased the number of authorized shares of common stock from 300,000,000 to 1,000,000,000. On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”).
Added
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.
Removed
On February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd. (“Gameface”). As a result of the share purchase agreement, Gameface became a wholly owned subsidiary of the Company. On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”).
Added
On 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.
Removed
As a result of the merger agreement, PlaySight would become a wholly owned subsidiary of the Company. During April 2022, the Company determined that the technology utilized in the Foundation Sports acquired entity would take substantially more financial resources and more time to bring to market and achieve profitability than originally anticipated.
Added
We may sell shares via A.G.P. 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.
Removed
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.
Added
On 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.
Removed
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.
Added
The warrants allow for cashless exercise if no effective registration is in place. This financing, if consummated, will significantly improve liquidity and capital resources through 2025 and beyond. Components of Results of Operations Revenue Our revenue is generated from license fees paid by customers for the use of our technology.
Removed
The Company completed the sale in November 2022 and recorded a loss on the sale at that time. In April 2022, the Company changed its domicile from Nevada to Delaware. On April 7, 2022, the Company effected a name change to Connexa Sports Technologies Inc. We also changed our ticker symbol, “CNXA”.
Added
Expenses Cost of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly attributable to revenue. General 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.
Removed
Connexa is now the holding company under which Slinger Bag and Gameface reside.
Added
Gross Profit Gross profit is calculated as revenue less cost of revenue.
Removed
The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred to as the “Company.” 54 On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis.
Added
Results of Operations Year Ended April 30, 2025, Compared to the Year Ended April 30, 2024 The following are the results of our operations for the year ended April 30, 2025, as compared to the year ended April 30, 2024: Year Ended April 30, Change 2025 2024 Amount % Revenue $ 12,818,182 $ 5,195,804 $ 7,622,378 147 % Cost of Revenue 2,976,923 1,176,923 1,800,000 153 % Gross Profit 9,841,259 4,018,881 5,822,378 145 % Operating Expenses: General and Administrative Expenses 3,261,402 164,376 3,097,026 1,884 % Total Operating Expenses 3,261,402 164,376 3,097,026 1,884 % Operating Income 6,659,857 3,854,505 2,725352 71 % Revenue 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. 31 Cost of Revenue 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.
Removed
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.
Added
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.
Removed
The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market. On November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company. Gabriel and Rohit were members of the audit and compensation committees.
Added
General and Administrative Expenses 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.
Removed
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.
Added
This included audit fees, legal fees, insurance premiums, and directors’ and officers’ compensation. Liquidity and Capital Resources 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%.
Removed
On November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees, tax authorities and any other (past, current and future) creditors of PlaySight; (2) waiver by the Buyer of 100% of the personal consideration owed to them under their employment agreements in the total amount of U.S. $600,000 (which would have been increased in December 2022 to U.S. $800,000); and (3) cash consideration of U.S. $2 million to be paid to the Company as follows: (i) a promissory note in the amount of U.S. $2 million issued and delivered to the Company (the “Promissory Note”).
Added
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.
Removed
(ii) The 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.
Added
As of April 30, 2025, we had retained earnings of $6.1 million.
Removed
(iii) The 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.
Added
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.
Removed
U.S. $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.
Added
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.
Removed
(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.
Added
The only cash flow we recorded as financing activities were two non-cash items: a $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.
Removed
(iv) The 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”).
Added
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.
Removed
The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e. E&Y, KPMG, PWC and Deloitte).
Added
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.
Removed
The Company and the Buyer have agreed to split the cost of the Appraiser.
Added
Significant Accounting Policies Our 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.
Removed
The 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.
Added
The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances.
Removed
The 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. 55 On December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in cash.
Added
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.
Removed
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.
Added
The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 32 Allowance for Credit Losses Accounts receivable are stated at their historical carrying amount net of allowance for credit losses.
Removed
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.
Added
Allowance for credit loss represents management’s best estimate of probable losses inherent in the portfolio.
Removed
On 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 end of 2028.
Added
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.
Removed
On 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. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.
Added
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.
Removed
In 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.
Added
The 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.
Removed
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.
Added
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.
Removed
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 member of the Company’s board of directors.
Added
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.
Removed
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. Kalfa. The Company was unable to pay Mr. Kalfa any of the compensation in cash and, given Mr.
Added
Impairment of long-lived assets Long-lived 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.
Removed
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.
Added
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 disposition.
Removed
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”).

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