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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
Date
of Report (Date of earliest event reported): June 30, 2025
Connexa
Sports Technologies Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41423 |
|
61-1789640 |
(State
or other jurisdiction
of
incorporation or organization |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
74
E. Glenwood Ave. # 320
Smyrna,
DE 19977
(Address
of principal executive offices)
(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 |
|
YYAI |
|
The
Nasdaq Stock Market LLC |
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
1.01 Entry into a Material Definitive Agreement.
On
June 30, 2025, Connexa Sports Technologies Inc. (Nasdaq: YYAI), a Delaware corporation (the “Company”), entered into a securities
purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”), providing
for the private placement (“Private Placement”) of 20,000,000 units (“Unit”), each unit consisting of one (1)
share of common stock, par value $0.001 per share (the “Common Stock”) and two warrants (“Warrants,” and the
shares of Common Stock underlying the Warrants, the “Warrant Shares”), both of such Warrants with identical terms. Each Unit
were offered at a price of $0.23 per Unit and each Warrant has a five-year exercise period, with an exercise price of $0.89 (“Exercise
Price”). The total gross proceeds from the Private Placement without taking into account any exercise of the Warrants will be
$4,600,000. The Private Placement was conducted in reliance on Section 4(a)(2) of, and/or Rule 506(b) of Regulation D and/or
Regulation S promulgated under the Securities Act of 1933, as amended, and pursuant to the terms of the Securities Purchase Agreement,
the form of which is filed herein as Exhibit 10.1. The Exercise Price is subject to adjustment pursuant to the terms of the Warrants,
the form of which is appended to the Securities Purchase Agreement, upon the occurrence of: the Company’s Common Stock reverse
and forward splits, payment of dividends in Common Stock, and reclassification of Common Stock into any shares of the Company’s
capital stock. If at the time of exercise of the Warrants there is no effective registration statement registering the Warrants or the
Warrant Shares, or the prospectus for the registration statement is not available for the resale of the Warrant Shares by the investor
holding the Warrants, then each Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise.”
Closing of the Private Placement and issue of the Common Stock and Warrants will be conditional upon satisfaction of all Nasdaq listing
rules, including the obtaining of shareholder approval, and the filing of a Schedule 14C information statement and all required time
periods being complied with. The Securities Purchase Agreement may be terminated by the Company with written notice if the closing of
the Private Placement has not been consummated on or before December 31, 2025.
The
foregoing descriptions of the Securities Purchase Agreement and the Warrants do not purport to be complete and is qualified in
its entirety by the full text of the Securities Purchase Agreement and the form of the Warrants filed
in this Current Report on Form 8-K as Exhibit 10.1.
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Securities Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto. |
| 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 thereunto duly authorized.
| |
Connexa
Sports Technologies Inc. |
| |
|
|
| Dated:
July 2, 2025 |
By: |
/s/
Guibao Ji |
| |
Name: |
Guibao
Ji |
| |
Title: |
Chief
Financial Officer |
