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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
September
16, 2025
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 |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
74
E. Glenwood Ave., #320
Smyrna,
DE 19977
(Address
of principal executive offices, including Zip Code)
(646)
453-0678
(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 |
|
YYAI |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
As
previously reported, on September 1, 2025, Kong “Luke” Liu resigned from the board of directors (the “Board”)
of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately. As an independent
director, Mr. Liu was a member of the Company’s audit committee (the “Audit Committee”), nominating and corporate governance
committee (the “Nominating and Corporate Governance Committee”) and compensation committee (the “Compensation Committee”).
On
September 16, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Hai
Bin Cui to the Board. Mr. Cui will serve as the chairman of the Audit Committee, with Bini Zhu relinquishing that position, and a member
of the Nominating and Corporate Governance Committee and the Compensation Committee. The Board has determined that Mr. Cui is an independent
director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3 and qualifies as an “audit committee financial expert” within
the meaning of Item 407(d)(5) of Regulation S-K.
On
September 17, 2025, the Company entered into a Director Service and Indemnity Agreement (the “Director Agreement”) with Mr.
Cui. Pursuant to the Director Agreement, Mr. Cui will receive compensation for his service on the Board and its committees for cash compensation
of $15,000 per financial quarter as payment in arrear.
The
foregoing description of the terms of the Director Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Director Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Family
Relationships
Mr.
Cui does not have a family relationship with any of the current officers or directors of the Company.
Related-Party
Transactions
Except as described in the next
sentence, there are no related-party transactions with regard to Mr. Cui reportable under Item 404(a) of Regulation S-K. Yuanyu
Enterprise Management Co., Limited, the majority-owned subsidiary of the Company, owns approximately 8.7% of the outstanding
equity of Brightstar Technology Group Co., Ltd, the Hong Kong-listed company on whose board Mr. Cui serves as chairman, with a fair
value of $2,464,615 (or $4,210,385 taking into consideration the guarantee applicable to the shares) as of July 31, 2025.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Director Service and Indemnity Agreement, September 17, 2025, by and between Connexa Sports Technologies Inc. and Hai Bin Cui |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
a
Delaware corporation |
| |
|
|
| Dated:
September 17, 2025 |
By: |
/s/
Thomas Tarala |
| |
|
Chief
Executive Officer |
