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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
August
15, 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)
(443)
407-7564
(Registrant’s
telephone number, including area code)
2709
N. Rolling Road, Suite 138
Windsor
Mill, MD
21244
(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 June 12, 2025, Warren Andrew Thomson resigned from the board of directors (the “Board”) of Connexa
Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately.
Also
as previously reported, on July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of Warren Andrew Thomson’s resignation from
the Board and the audit committee of the Board (the “Audit Committee”), the Company is not currently in compliance with Nasdaq
Listing Rule 5605. The Notice has no immediate effect on the listing or trading of the Company’s common stock. Nasdaq Listing Rule
5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised of at
least three independent directors. The Company currently has four directors, only two of whom qualify as independent directors. In addition,
the Audit Committee currently comprises only two independent directors.
To
regain compliance with Nasdaq Listing Rule 5605, on August 15, 2025, in accordance with the recommendation of the Nominating and Corporate
Governance Committee of the Board, the Board appointed Bini Zhu to the Board. Ms. Zhu will also serve on the Audit Committee,
the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has determined that Ms. Zhu
is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3 and is an “audit committee financial
expert” within the meaning of Item 407(d)(5) of Regulation S-K.
On
the same day, the Company entered into a Director Service and Indemnity Agreement (the “Director Agreement”) with Ms. Zhu.
Pursuant to the Director Agreement, Ms. Zhu will receive compensation for her service on the Board and any of its committees for
cash compensation of $15,000 per financial quarter as payment in arrear.
As
a result of Ms. Zhu’s appointment to the Board, the Company believes that it has now regained compliance with the independent director
and the audit committee composition requirements as set forth in Nasdaq Listing Rule 5605.
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.
Bini Zhu is a certified public accountant
licensed in Texas with expertise in financial reporting, IPO auditing, regulatory compliance, and cross-border transactions. With over
eight years of experience, Ms. Zhu has successfully guided multiple companies through IPOs on Nasdaq, the NYSE, and the OTC markets.
She specializes in addressing complex audit challenges, risk mitigation, SEC filings, and capital structuring.
Ms. Zhu has been a partner at Nordic Consulting
Co., Ltd. since March 2024, where she assists clients with financial reporting for SEC filings, advises them on fundraising strategies,
particularly with respect to public capital markets, and helps with investor roadshows, preparing pitch decks and financial models to
communicate her clients’ value proposition to potential investors. From February 2022 to March 2024, Ms. Zhu was an audit manager
at WWC, P.C., where she led IPO audit engagements for Asian and U.S. companies on Nasdaq and the NYSE, focusing on compliance with SEC
and PCAOB guidelines. As a senior audit associate at Marcum LLP from March 2019 to February 2022, Ms. Zhu helped clients navigate the
IPO process by assisting with financial statements and internal control assessments and documenting audit procedures to improve compliance
with U.S. and international standards.
The Board believes that Ms. Zhu’s qualification
as a certified public accountant, as well as her experience with listed companies’ audits, regulatory compliance, and cross-border
transactions, will enable her to contribute meaningfully to the Company as an independent director.
Family
Relationships
Ms.
Zhu does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Ms. Zhu reportable under Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No. |
|
Description |
| 10.1 |
|
Director Service and Indemnity Agreement, dated August 15, 2025, by and between Connexa Sports Technologies Inc. and Bini Zhu |
| 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:
August 21, 2025 |
By: |
/s/
Thomas Tarala |
| |
|
Chief
Executive Officer |
