Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 10, 2024

Date of Report (Date of earliest event reported)

CONNEXA SPORTS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		1-41423		61-1789640
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2709 N. Rolling Road, Suite 138

Windsor Mill, MD

21244

(Address of principal executive offices, including Zip Code)

(443) 407-7564

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CNXA		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On October 10, 2024, Connexa Sports Technologies Inc. (the “Company”) issued a press release to announce the entry of Yuanyu Enterprise Management Co., Limited, the Company’s 20%-owned subsidiary, into an exclusive license agreement for its innovative matchmaking technology covering Hong Kong, Japan, Korea, and Southeast Asia.

The information contained in this Item 8.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished with this Form 8-K:

Exhibit No.		Description
99.1		Press Release dated October 10, 2024 entitled “Yuanyu Enters $4 Billion Matchmaking Market, Signs $30 Million Licensing Agreement”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Connexa Sports Technologies Inc.

Dated: October 10, 2024	By:	/s/ Mike Ballardie
		Mike Ballardie
		Chief Executive Officer

Exhibit 99.1

Yuanyu Enters $4 Billion Matchmaking Market,
Signs $30 Million Licensing Agreement

●

Yuanyu enters into exclusive license agreement covering Hong Kong, Japan, Korea, and Southeast Asia.

●

Agreement is expected to generate in excess of $30 million in license income for YYEM through the end of December 2026.

●

The global online dating market is estimated to be $4 billion currently, with nearly 140 million users by 2029.¹

Windsor Mills, MD October 10, 2024 — Connexa Sports Technologies Inc. (Nasdaq:YYAI) the 20% owner of Yuanyu Enterprise Management Co., Limited (YYEM), a Hong Kong-based entity focused on the global Love & Marriage sector, today announced that it has entered into an exclusive license agreement with Guofu Enterprise Management Co., Limited, a Hong Kong-based entity, covering Hong Kong, Japan, South Korea, and Southeast Asia (in particular, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam). Building on an earlier term sheet, this agreement calls for minimum royalty payments to YYEM of more than $30 million through 2026.

“This license agreement is part of a series of similar agreements designed to globalize YYEM’s business and clearly establish it as a leader in the emerging Love & Marriage sector through its patented AI-led matchmaking process. An agreement was also signed earlier this week covering the UK and the major markets of Europe. This latest agreement enables YYEM to capitalize on the substantial opportunities in the online dating and matchmaking market in East and Southeast Asia,” commented Mike Ballardie, CEO of Connexa.

¹https://www.statista.com/outlook/emo/dating-services/matchmaking/worldwide

www.Connexasports.com

“The Asia market for dating and matchmaking services is relatively underdeveloped in comparison with the United States, with significant potential for growth. The U.S. online dating market has risen to approximately $1.4 billion in 2023.² Match and Bumble, focusing primarily on dating in their home market in the United States, rose to valuations of approximately $9.8 billion and $1.9 billion, respectively, by the end of 2023.³ Having come to understand this emerging business sector and the scope of YYEM’s global growth opportunity within the matchmaking market as well as the online dating market, I am in no doubt that YYEM will be able to capitalize on these opportunities and provide Connexa shareholders a chance to share in YYEM’s future success,” concluded Ballardie.

“Connexa’s 20% ownership stake in YYEM, which will increase to 70% subject to approval by Nasdaq, is part of management’s effort to secure meaningful enhancements in shareholder value. YYEM’s expansion across East and Southeast Asia, a market with great upside potential reaffirms the strategic direction taken by Connexa’s management and board earlier this year in concluding an agreement to acquire YYEM, a company with both a strong balance sheet and exciting growth prospects, which together will drive added value for our shareholders,” commented Ballardie.

YYEM operates in the emerging Love & Marriage market sector, where it owns significant proprietary intellectual property unique to this business sector, covering its licensees’ online presence and underpinning their matchmaker operations. It owns 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 its future revenue growth potential. YYEM’s AI technology can also integrate with existing Big Data models and other larger AI models, such as Huawei Pangu 3, a feature designed to operationalize its AI and hone its technologies to create significant business value by helping its licensees deliver effective matchmaking services and helping their clients find successful life partnerships.

² https://www.statista.com/statistics/1358059/global-revenue-largest-online-dating-markets/#:~:text=Online%20dating%20services%20in%20the,and%20198%20million%20USD%2C%20respectively.

³See annual report on Form 10-K, for the year ended December 31, 2023, for Match.com: https://www.sec.gov/ix?doc=/Archives/edgar/data/891103/000089110324000014/mtch-20231231.htm; and for Bumble: https://www.sec.gov/ix?doc=/Archives/edgar/data/1830043/000095017024022104/bmbl-20231231.htm; and the historical share prices on Nasdaq.com (using ticker symbols MTCH and BMBL, respectively).

www.Connexasports.com

YYEM has already proven its business model, with one licensee partner integrating YYEM’s technology with their operations across a network of retail stores, the number of which is expected to grow substantially over the coming two years.

Hongyu Zhou, Chairman of YYEM, commented, “I am delighted to have concluded this licensing agreement with our Hong Kong-based partner covering so many key markets in East and Southeast Asia. Along with the recently signed license agreement covering the UK and Europe, this is a key part of my vision to establish YYEM as a global leader in matching single adults for marriage and lifelong partnerships, the world over, through a unique AI-led matchmaker business model that combines online activities with retail store operations. Our existing license partner has already proven how successful this business model can be for our licensees, and we will now work closely with our new Asian and European licensees to help ensure the success of their matchmaking operations. It is a very exciting time for YYEM as we expand our business footprint globally, driving revenue growth that we believe will, in turn, deliver significant value improvements for current and future YYAI shareholders.”

About Connexa Sports Technologies:

Connexa Sports is a leading connected sports company delivering products, technologies, and Sport-as-a-Service across a range of sport verticals. Connexa’s mission is to reinvent sports through technological innovation driven by an unwavering focus on today’s sports consumer.

CNXA Contact Information:

investors@connexasports.com

www.connexasports.com

About Yuanyu Enterprise Management Co., Limited

Yuanyu Enterprise Management Co., Limited (YYEM) operates across the rapidly emerging love & marriage sector. YYEM owns numerous patents, technologies and algorithms that drive its big data and matchmaking analyses, deriving its current revenues from royalties. YYEM has multiple term sheets in place for license agreements in distinct regions around the world.

www.Connexasports.com

YYEM Contact Information:

info@yuanyuenterprise.com

www.yuanyuenterprise.com

Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release include, among others:

●

uncertainties as to Nasdaq approval, the change of control and the share exchange agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays;

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the risks associated with the company’s relatively low public float, which may result in the company’s common stock experiencing significant price volatility;

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the possibility that competing transaction proposals may be made;

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the effects that the announcement, pendency or consummation of the proposed acquisition of YYEM and the spin-off of the Slinger Bag business may have on the Company and its current or future business and on the price of the common stock;

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the possibility that various closing conditions for acquisition of YYEM and the spin-off of the Slinger Bag business may not be satisfied or waived, or any other required consents or approvals may not be obtained within the expected timeframe, on the expected terms, or at all;

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the effects that a termination or suspension of the acquisition of YYEM and the spin-off of the Slinger Bag business may have on the company, including the risk that the price of the common stock may decline significantly if the acquisition of YYEM and the spin-off of the Slinger Bag business is not completed;

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uncertainties regarding the company’s focus, strategic plans and other management actions;

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the risks associated with potential litigation related to the transactions contemplated by the acquisition of YYEM and the spin-off of the Slinger Bag business or related to any possible subsequent financing transactions or acquisitions or investments;

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uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions;

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and other factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended April 30, 2024 and subsequent Quarterly Reports on Form 10-Q.

Forward-looking statements included in this report speak only as of the date each statement is made. Neither the company nor any person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

www.Connexasports.com

Cover	Oct. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 10, 2024
Entity File Number	1-41423
Entity Registrant Name	CONNEXA SPORTS TECHNOLOGIES INC.
Entity Central Index Key	0001674440
Entity Tax Identification Number	61-1789640
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2709 N. Rolling Road
Entity Address, Address Line Two	Suite 138
Entity Address, City or Town	Windsor Mill
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21244
City Area Code	443
Local Phone Number	407-7564
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	CNXA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false