UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the transition period from ________ to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(Registrant’s Telephone Number, including Area Code)
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of July 18, 2023, was .
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” in our Form 10-K for the fiscal year ended April 30, 2022, filed on [ ], 2023 that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.
Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; | |
| ● | risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements; | |
| ● | risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans; | |
| ● | risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations; | |
| ● | risks and uncertainties relating to the various industries and operations we are currently engaged in; | |
| ● | results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations; | |
| ● | risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses; | |
| ● | risks related to commodity price fluctuations; | |
| ● | the uncertainty of profitability based upon our history of losses; | |
| ● | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects; | |
| ● | risks related to environmental regulation and liability; | |
| ● | risks related to tax assessments; and | |
| ● | other risks and uncertainties related to our prospects, properties and business strategy. |
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.
As used in this quarterly report, the “Connexa,” “Company,” “we,” “us,” or “our” refer to Connexa Sports Technologies Inc. and its subsidiaries, unless otherwise indicated.
| i |
CONNEXA
SPORTS TECHNOLOGIES INC.
(FORMERLY KNOWN AS SLINGER BAG INC. AND LAZEX INC.)
INDEX
| ii |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CONNEXA SPORTS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS (IN US$)
OCTOBER 31, 2022 (UNAUDITED) AND APRIL 30, 2022
| OCTOBER 31, 2022 | APRIL 30, 2022 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid inventory | ||||||||
| Right of use asset - operating leases | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Fixed assets, net of depreciation | ||||||||
| Contract assets, net of current portion | ||||||||
| Finished products used in operations, net | ||||||||
| Intangible assets, net of amortization | ||||||||
| Goodwill | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Related party purchase obligation | ||||||||
| Contract liabilities | ||||||||
| Lease liability - operating leases | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related party | ||||||||
| Current portion of notes payable related parties | ||||||||
| Current portion of notes payable | ||||||||
| Current portion of convertible notes payable, net of discount | ||||||||
| Derivative liabilities | ||||||||
| Contingent consideration | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Notes payable related parties, net of current portion | ||||||||
| Contract liabilities, net of current portion | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingency | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, par value, $, shares authorized, and shares issued and outstanding as of October 31, 2022 and April 30, 2022, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ||||||||
| Total Stockholders’ Equity (Deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-1 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$) (UNAUDITED)
SIX AND THREE MONTHS ENDED OCTOBER 31, 2022 AND 2021
| SIX MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||
OCTOBER 31, 2022 | OCTOBER 31, 2021 | OCTOBER 31, 2022 | OCTOBER 31, 2021 | |||||||||||||
| NET SALES | $ | $ | $ | $ | ||||||||||||
| COST OF SALES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NON-OPERATING INCOME (EXPENSE) | ||||||||||||||||
| Amortization of debt discounts | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Loss on issuance of convertible notes | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Derivative expense | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense - related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Non-Operating Income (Expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
| Provision for income taxes | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translations adjustment | ||||||||||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding - basic | ||||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (IN US$) (UNAUDITED)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common Stock | Paid-In | Comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||
| Balance - May 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Conversion of notes payable - related parties | ||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Change in comprehensive income (loss) | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - July 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Conversion of shares issuanble (liability) | ||||||||||||||||||||||||
| Conversion of warrants | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Elimination of related party derivative liability | - | |||||||||||||||||||||||
| Change in comprehensive income (loss) | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - October 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance - May 1, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Conversion of notes payable | ||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||
| Cash | ||||||||||||||||||||||||
| Fractional share issuance | ( | ) | ||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Change in comprehensive income | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - July 31, 2022 | ( | ) | ||||||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||
| Acquisition | ( | ) | ||||||||||||||||||||||
| Cash | ( | ) | ||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Change in comprehensive income | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - October 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
CONNEXA SPORTS TECHNOLOGIES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$) (UNAUDITED)
SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021
| 2022 | 2021 | |||||||
| CASH FLOW FROM OPERTING ACTIVIITES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization expense | ||||||||
| Change in fair value of derivartive liability | ( | ) | ( | ) | ||||
| Shares and warrants issued for services | ||||||||
| Share-based compensation | ||||||||
| Impairment expense - intangibles | ||||||||
| Change in fair value of contingent consideration | ||||||||
| Loss on extinguishment of debt | ||||||||
| Amortization of debt discounts | ||||||||
| Derivative expense | ||||||||
| Non-cash transaction costs | ||||||||
| Loss on conversion of convertible notes | ||||||||
| Changes in assets and liabilities, net of acquired amounts | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid inventory | ( | ) | ||||||
| Contract assets | ||||||||
| Right of use assets - operating leases | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Lease liability - operating leases | ( | ) | ||||||
| Other current liabilities | ||||||||
| Accrued interest | ||||||||
| Accrued interest - related parties | ( | ) | ||||||
| Total adjustments | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Note receivable issuance | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITES | ||||||||
| Proceeds from issuance of common stock for cash | ||||||||
| Debt issuance costs on convertible notes payable and other financing activities | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from related party notes payable | ||||||||
| Payments of notes payable - related parties | ( | ) | ( | ) | ||||
| Payments of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | ||||||||
| NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | ( | ) | ||||||
| CASH AND RESTRICTED CASH - BEGINNING OF PERIOD | ||||||||
| CASH AND RESTRICTED CASH - END OF PERIOD | $ | $ | ||||||
| CASH PAID DURING THE PERIOD FOR: | ||||||||
| Interest expense | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Shares issued in connection with acquisition | $ | $ | ||||||
| Conversion of convertible notes payable and accrued interest to common stock | $ | $ | ||||||
| Shares issued for contingent consideration | $ | $ | ||||||
| Elimination of related party derivative liabilities | $ | $ | ||||||
| Derivative liabilities recorded as debt discounts of convertible notes | $ | $ | ||||||
| Derivative liability recorded for shares and warrants issued in private placement | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
CONNEXA SPORTS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: ORGANIZATION AND NATURE OF BUSINESS
Organization
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
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.
On
February 10, 2020, Slinger Bag Americas became the
On
June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a
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 would become a wholly owned subsidiary of the Company (refer to Note 5).
On February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan (the “Shareholders’ Representative”). As a result of the merger agreement, PlaySight would become a wholly owned subsidiary of the Company (refer to Note 5). In November 2022, the Company sold PlaySight and recorded a loss on the sale. See Note 18 for further details on the sale of PlaySight.
On May 16, 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”. Connexa is now the holding company under which Slinger Bag, PlaySight, Gameface and Foundation Sports reside.
The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, Foundation Sports and Gameface are collectively referred to as the “Company.”
On
June 14, 2022, the Company effected a
The Company operates in the sport equipment and technology business. The Company is the owner of the Slinger Launcher, which is a portable tennis ball launcher as well as other associated tennis accessories and Gameface AI an Australian artificial intelligence sports software company.
| F-5 |
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). As a result of the transactions described above, the accompanying condensed consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, PlaySight, Foundation Sports, and Gameface for the six months ended October 31, 2022 and 2021.
The Company reports Gameface on a one-month calendar lag allowing for the timely preparation of financial statements. Gameface operates on fiscal year end periods as of December 31. For the period ended October 31, 2022, the Company reported both Gameface as of the third quarter ended September 30, 2022. This one-month reporting lag is with the exception of significant transactions or events that occur during the intervening period. The Company did not identify any significant transactions during the one month ended October 31, 2022 at Gameface that would need to be disclosed as not included within the Company’s consolidated financial statements.
Impact of COVID-19 Pandemic
The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard, while the Company has continued to sell its products and grow its business it did experience certain disruptions in its supply chains. The Company expects the significance of the COVID-19 pandemic, including the extent of its effect on the Company’s financial and operational results, to be dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions taken in response. While the Company has not experienced any material disruptions to its business and operations as a result of the COVID-19 pandemic, it is possible such disruptions may occur in the future which may impact its financial and operational results, and which could be material.
Impact of Russian and Ukrainian Conflict
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. We are closely monitoring the unfolding events due to the Russia-Ukraine conflict and its regional and global ramifications. We have one distributor in Russia, which is not material to our overall financial results. We do not have operations in Ukraine or Belarus. We are monitoring any broader economic impact from the current crisis. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. However, to the extent that such military action spreads to other countries, intensifies, or otherwise remains active, such action could have a material adverse effect on our financial condition, results of operations, and cash flows.
Note 2: GOING CONCERN
The
financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $
The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or being able
to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they
become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related
parties, and/or private placement of debt and/or common stock. In the event that the Company is unable to successfully raise capital
and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan
until it is able to obtain sufficient financing. The Company has begun reducing operating expenses and cash outflows by discontinuing
operations of PlaySight, as well as selling
| F-6 |
Note 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying condensed financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the period presented. The results of operations for the six months ended October 31, 2022, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending April 30, 2023 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2022, filed with the Securities and Exchange Commission on May 17, 2023.
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.
Financial Statement Reclassification
Certain prior year amounts within accounts payable, accrued expenses, and certain operating expenses have been reclassified for consistency with the current year presentation and had no effect on the Company’s balance sheet, net loss, shareholders’ deficit or cash flows.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
The majority of payments due from banks for credit card transactions process within 24 to 48 hours and are accordingly classified as
cash and cash equivalents. As of October 31, 2022, the Company had $
Accounts Receivable
The
Company’s accounts receivable are non-interest bearing trade receivables resulting from the sale of products and payable over terms
ranging from 15 to 60 days. The Company provides an allowance for doubtful accounts at the point when collection is considered doubtful.
Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtful accounts. The
Company recorded $
Inventory
Inventory is valued at the lower of the cost (determined principally on a first-in, first-out basis) or net realizable value. The Company’s valuation of inventory includes inventory reserves for inventory that will be sold below cost and the impact of inventory shrink. Inventory reserves are based on historical information and assumptions about future demand and inventory shrink trends. The Company’s inventory as of October 31, 2022 and April 30, 2022 consisted of the following:
| October 31, 2022 | April 30, 2022 | |||||||
| Finished Goods | $ | $ | ||||||
| Component/Replacement Parts | ||||||||
| Capitalized Duty/Freight | ||||||||
| Inventory Reserve | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| F-7 |
Prepaid Inventory
Prepaid inventory represents inventory that is in-transit that has been paid for but not received from the Company’s third-party vendors. The Company typically prepays for the purchase of materials and receives the products within three months after making payments. The Company continuously monitors delivery from, and payments to, the vendors. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendors in future periods. The Company has not had difficulty receiving products during the reporting periods.
Property and equipment
Property
and equipment acquired through business combinations are stated at the estimated fair value at the date of the acquisition. Purchases
of property and equipment are stated at cost, net of accumulated depreciation and impairment losses. Expenditures that materially increase
the useful life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. Depreciation and amortization
are computed using the straight-line method over the estimated useful lives of the related assets, which is an average of
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. While we may be exposed to credit risk, we consider the risk remote and do not expect that any such risk would result in a significant effect on our results of operations or financial condition. See Note 4 for further details on the Company’s concentration of credit risk as well as other risks and uncertainties.
Revenue Recognition
The Company recognizes revenue for their continuing operations in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The Company recognizes revenue for its performance obligation associated with its contracts with customers at a point in time once products are shipped. Amounts collected from customers in advance of shipping products ordered are reflected as contract liabilities on the accompanying consolidated balance sheets. The Company’s standard terms are non-cancelable and do not provide for the right-of-return, other than for defective merchandise covered under the Company’s standard warranty. The Company has not historically experienced any significant returns or warranty issues.
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
The Company determines that it has a contract with a customer when each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation.
| F-8 |
Step 2: Identify the performance obligations in the contract
The Company’s customers are buying an integrated system. In evaluating whether the equipment is a separate performance obligation, the Company’s management considered the customer’s ability to benefit from the equipment on its own or together with other readily available resources and if so, whether the service and equipment are separately identifiable (i.e., is the service highly dependent on, or highly interrelated with the equipment). Because the Products and Services included in the customer’s contract are integrated and highly interdependent, and because they must work together to deliver the Solution, the Company has concluded that Products installed on customer’s premise and Services contracted for by the customer are generally not distinct within the context of the contract and, therefore, constitute a single, combined performance obligation.
Step 3: Determine the transaction price
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer includes predetermined fixed amounts, variable amounts, or both. The Company’s contracts do not include any rights of returns or refunds.
The Company collects each year’s service fees in advance and should therefore consider the existence of a significant financing component. However, due to the fact that the payments are provided for the service of a one-year term, the Company elected to apply the practical expedient under ASC 606 which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less.
Step 4: Allocate the transaction price to the performance obligations in the contract
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). The Company has identified a single performance obligation in the contract, and therefore, the allocation provisions under ASC 606 do not apply to the Company’s contracts.
Step 5: Recognize revenue when the Company satisfies a performance obligation
Revenues for the Company’s single, combined performance obligation are recognized on a straight-line basis over the customer’s contract term, which is the period in which the parties to the contract have enforceable rights and obligations (Typically 3-4 years).
Business Combinations
Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, are recorded at fair value. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company elected to apply pushdown accounting to all entities acquired.
Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.
| F-9 |
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. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3 — Unobservable pricing inputs in the market
Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their categorization within the fair value hierarchy.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of these financial instruments approximates fair value due to their short-term maturity.
The
Company’s contingent consideration in connection with the acquisition of Gameface and PlaySight were calculated using Level 3 inputs.
The fair value of contingent consideration as of October 31, 2022 and April 30, 2022 was $
The Company estimates the fair value of its intangible assets using Level 3 assumptions, primarily based on the income approach utilizing the discounted cash flow method.
The Company’s derivative liabilities were calculated using Level 2 assumptions on the issuance and balance sheet dates via a Black-Scholes option pricing model and consisted of the following ending balances and gain amounts as of and for the six months ended October 31, 2022:
| (Gain) loss for | ||||||||
| October 31, 2022 | six months ended | |||||||
| Note derivative is related to | ending balance | October 31, 2022 | ||||||
| 4/11/21 profit guaranty | $ | $ | ||||||
| 8/6/21 convertible notes | ( | ) | ||||||
| 6/17/22 underwriter warrants | ( | ) | ||||||
| Other derivative liabilities eliminated in uplist | ( | ) | ||||||
| 9/30/22 warrants issued with common stock | ( | ) | ||||||
| Total | $ | $ | ( | ) | ||||
The
Company also recognized derivative expense of $
| Six Months Ended | Year Ended | |||||||
| October 31, 2022 | April 30, 2022 | |||||||
| Expected life in years | ||||||||
| Stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected dividends | % | % | ||||||
Refer to Note 10 and Note 11 for more information regarding the derivative instruments.
| F-10 |
Income Taxes
Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. 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. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized.
Intangible Assets
Intangible
assets relate to the “Slinger” technology trademark, which the Company purchased on November 10, 2020. The trademark is amortized
over its expected life of
Impairment of Long-Lived Assets
In
accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate
that their net book value may not be recoverable. Factors which could trigger impairment review include significant underperformance
relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy
for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.
When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related
asset or group of assets over their estimated useful lives against their respective carrying amount. If those net undiscounted cash flows
do not exceed the carrying amount, impairment, if any, is based on the excess of the carrying amount over the fair value based on the
market value or discounted expected cash flows of those assets and is recorded in the period in which the determination is made. The
Company performed this assessment in April 2022, and determined that the long-lived assets related to Foundation Sports were fully impaired
as of April 30, 2022, resulting in an impairment loss of $
Goodwill
The Company accounts for goodwill in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill not be amortized, but reviewed for impairment if impairment indicators arise and, at a minimum, annually. The Company records goodwill as the excess purchase price over assets acquired and includes any work force acquired as goodwill. Goodwill is evaluated for impairment on an annual basis.
With the adoption of the ASU 2017-04, which eliminates the second step of the goodwill impairment test, the Company tests impairment of goodwill in one step. In this step, the Company compares the fair value of each reporting unit with goodwill to its carrying value. The Company determines the fair value of its reporting units with goodwill using a combination of a discounted cash flow and a market value approach. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the Company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and the Company will not record an impairment charge.
| F-11 |
The
Company determined in April 2022 that the fair value of the reporting unit was less than the carrying value of the net assets assigned
to the reporting unit and therefore goodwill was fully impaired for Foundation Sports at April 30, 2022, resulting in an impairment loss
of $
The Company accounts for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (ASC 718). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Warrants
The Company grants warrants to key employees and executives as compensation on a discretionary basis. The Company also grants warrants in connection with certain note payable agreements and other key arrangements. The Company is required to estimate the fair value of share-based awards on the measurement date and recognize as expense that value of the portion of the award that is ultimately expected to vest over the requisite service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11 and Note 14.
The warrants granted during the six months ended October 31, 2022 and year ended April 30, 2022 were valued using a Black-Scholes option pricing model on the date of grant using the following assumptions:
| Six Months Ended | Year Ended | |||||||
| October 31, 2022 | April 30, 2022 | |||||||
| Expected life in years | ||||||||
| Stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected dividends | % | % | ||||||
Foreign Currency Translation
Our functional currency is the U.S. dollar. The functional currency of our foreign operations, generally, is the respective local currency for each foreign subsidiary. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Our consolidated statements of comprehensive loss are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive loss in shareholders’ equity. Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in other income (loss) in the period in which they occur.
Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.
All common stock equivalents such as shares to be issued for the conversion of notes payable and warrants were excluded from the calculation of diluted earnings per share as the effect is antidilutive. As a result, the basic and diluted earnings per share are the same for each of the periods presented.
| F-12 |
Recent Accounting Pronouncements
Recently Adopted
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, goodwill impairment will be tested by comparing the fair value of a reporting unit with its carrying amount, and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2017-04 effective May 1, 2021. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
In December 2019, the FASB issued Accounting Standards Update (“ASU”), 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as the credit quality and underwriting standards of a company’s portfolio. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities the Company does not intend to sell or believes that it is more likely than not they will be required to sell. The ASU can be adopted no later than January 1, 2020 for SEC filers and January 1, 2023 for private companies and smaller reporting companies. The Company has not yet adopted this ASU as it qualifies as a smaller reporting company. The Company does not expect this ASU will have a material impact on its consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, “Business Combinations - Accounting for Contract Assets and Contract Liabilities (Topic 805)”. The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.
| F-13 |
The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.
The FASB has issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 provides guidance that an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The standard also provides guidance on how an entity should measure and recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in an interim period. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.
Other recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.
Note 4: CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES
Accounts Receivable Concentration
As
of October 31, 2022 and April 30, 2022, the Company had two customers that accounted for
Accounts Payable Concentration
As
of October 31, 2022 and April 30, 2022, the Company had four significant suppliers that accounted for
Note 5: ACQUISITIONS AND BUSINESS COMBINATIONS
In the year ended April 30, 2022, the Company acquired three entities in accordance with ASC 805. A full description of those transactions are reflected in the audited financial statements contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 17, 2023.
The Company has elected to apply pushdown accounting to each of the entities acquired.
For
Foundation Sports as referred to in Note 18, the Company disposed of
For
PlaySight as referred to in Note 18, the Company sold back to the original shareholders
Pro Forma Results
The following pro forma financial information presents the results of operations of the Company as of the six months ended October 31, 2022 and 2021, respectively, as if the acquisitions of PlaySight and Gameface had occurred as of the beginning of the first period presented instead of February 2022. The pro forma financial information of the Company as of the six months ended October 31, 2021 is as follows:
| Revenues | $ | |||
| Net loss | $ | ( | ) | |
| Basic and diluted earnings (loss) per share | $ | ( | ) |
| F-14 |
Note 6: GOODWILL
The changes in the carrying amount of goodwill as of October 31, 2022 were as follows:
| Balance as of April 30, 2022 | $ | |||
| Less impairment | ( | ) | ||
| Balance as of October 31, 2022 | $ |
Impairment of Goodwill
The Company has assessed the indicators of impairment and concluded on the below for the respective reporting units:
Equipment
No goodwill was assigned to the Equipment segment as of October 31, 2022 and April 30, 2022. Therefore, further analysis is not required for the Equipment reporting unit.
Technology
PlaySight,
Gameface, and Foundation Sports were all assigned to the Technology segment as of October 31, 2022 and April 30, 2022. The Company determined
in April 2022 that the fair value of Foundation Sports was less than the carrying value of the net assets assigned to this entity and
therefore goodwill related to Foundation Sports was fully impaired as of April 30, 2022. Impairment loss relating to Foundation Sports
was $
Note 7: INTANGIBLE ASSETS
Intangible assets, net consisted of the following:
| Weighted | ||||||||||||||||||||
| Average | October 31, 2022 | |||||||||||||||||||
| Period | Net | |||||||||||||||||||
| Amortization | Carrying | Accumulated | Impairment | Carrying | ||||||||||||||||
| (in years) | Value | Amortization | Loss | Value | ||||||||||||||||
| Tradenames and patents | $ | $ | $ | |||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Internally developed software | ||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | ||||||||||||||||
| Weighted | ||||||||||||||||||||
| Average | April 30, 2022 | |||||||||||||||||||
| Period | Net | |||||||||||||||||||
| Amortization | Carrying | Accumulated | Impairment | Carrying | ||||||||||||||||
| (in years) | Value | Amortization | Loss | Value | ||||||||||||||||
| Tradenames | $ | $ | ( | ) | $ | |||||||||||||||
| Customer relationships | ( | ) | ||||||||||||||||||
| Internally developed software | ( | ) | ||||||||||||||||||
| Total intangible assets | $ | $ | $ | ( | ) | $ | ||||||||||||||
| F-15 |
Amortization
expense for the six months ended October 31, 2022 and 2021 was approximately $
Intangible
assets for Foundation Sports have been fully impaired as of April 30, 2022. This resulted in an impairment loss of $
As of October 31, 2022, the estimated future amortization expense associated with the Company’s intangible assets for each of the five succeeding fiscal years is as follows:
| For the Periods Ended October 31, | Amortization Expense | |||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total | $ | |||
Note 8: ACCRUED EXPENSES
The composition of accrued expenses is summarized below:
| October 31, 2022 | April 30, 2022 | |||||||
| Accrued payroll | $ | $ | ||||||
| Accrued bonus | ||||||||
| Accrued professional fees | ||||||||
| Goods received not invoiced | ||||||||
| Other accrued expenses | ||||||||
| Total | $ | $ | ||||||
Note 9: NOTE PAYABLE - RELATED PARTY
The discussion of note payable – related party only includes those that existed as of April 30, 2022. For a discussion of all prior note payable – related party we refer you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30, 2022.
On
January 14, 2022, the Company entered into two loan agreements with related party lenders, each for $
There
was $
| F-16 |
Note 10: CONVERTIBLE NOTES PAYABLE
The discussion of convertible notes payable only includes those that existed as of April 30, 2022. For a discussion of all prior convertible notes payable we refer you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30, 2022.
On
August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”)
pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of August 6, 2021 (the “Purchase Agreement”),
between the Company and certain accredited investors (the “Purchasers”). At the Closing, the Company sold to the Purchasers
(i)
The
Convertible Notes mature on
The
Warrants are exercisable for
The Company evaluated the Warrants and the conversion options under the guidance in ASC 815 and determined they represent derivative liabilities given the variability in the exercise and conversion prices upon the event of an up list to the NASDAQ. The Company also evaluated the other embedded features in the agreement and determined the interest make-whole provision and the subsequent financing redemption represent put features that are also accounted for as derivative liabilities. The derivative liabilities are marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivative (see Note 3).
The
Warrants were valued at $
As
part of the issuance of the Convertible Notes, the Company incurred and capitalized debt issuance costs of $
| F-17 |
The Purchase Agreement was amended to, among other things, (i) delete Exhibit A and replace it in its entirety with the 8% Senior Convertible Note (the “Replacement Note”) filed as Exhibit 10.2 to the Company’s current report on Form 8-K dated January 5, 2021, (ii) add a new definition of “Inventory Financing”, (iii) amend Section 4.18 to add at the end of Section 4.18 before the final period “, it being agreed that the provisions of this Section 4.18 shall not apply to the Qualified Subsequent Financing expected to occur after the date hereof”, (iv) delete Section 4.20 and replace it in its entirety with substantially the same text, including the following after the period, replacing the period with a semicolon: “; provided that the provisions of this Section 4.20 shall not apply to (i) in respect of any Holder to the extent that such Holder is an investor or a purchaser of the securities offered pursuant such Subsequent Financing, and (ii) with respect to an Inventory Financing.”, and (v) add a new Section 4.21. Most-Favored Nation provision.
The Registration Rights Agreement was amended to, among other things, (i) delete the definition “Effectiveness Date” in Section 1 and replace it in its entirety with substantially the same text but revise the definition of “Effectiveness Date” causing the Initial Registration Statement required to be filed by January 31, 2022, and (ii) delete Section 2(d) and replace it in its entirety with substantially the same text but revised to delete the following “(2) no liquidated damages shall accrue or be payable hereunder with respect to any day on which the high price of the Common Stock on the Trading Market on which the Common Stock is then listed or traded is less than the then-applicable Conversion Price,” resulting in renumbering the text that follows as (2) instead of (3).
As
consideration for entering into the Omnibus Agreement, the outstanding principal balance of the Existing Note held by each Purchaser
was increased by twenty percent (
On
June 17, 2022, the Company issued shares of common stock in conversion of the $
Total
outstanding borrowings related to the Convertible Notes as of October 31, 2022 and April 30, 2022 were $
Note 11: NOTES PAYABLE
The discussion of notes payable only includes those that existed as of April 30, 2022. For a discussion of all prior notes payable we refer you to the Annual Report on Form 10-K filed May 17, 2023 for the fiscal year end April 30, 2022.
On
June 30, 2020, the Company entered into a loan agreement with Mont-Saic to borrow $
On
December 24, 2020, the Company entered into a promissory note with a third-party to borrow $
| F-18 |
On
April 11, 2021, the Company and the lender entered into an agreement whereby the lender converted the promissory note into shares
of Company stock, which were issued to the lender at a
The Company evaluated the conversion option of the note payable to shares under the guidance in ASC 815-40, Derivatives and Hedging, and determined the conversion option qualified for equity classification. The Company also evaluated the profit guarantee under ASC 815, Derivatives and Hedging, and determined it to be a make-whole provision, which is an embedded derivative within the host instrument. As the economic characteristics are dissimilar to the host instrument, the profit guarantee was bifurcated from the host instrument and stated as a separate derivative liability, which is marked to market at the end of each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivative.
On
the date of conversion, the Company recognized a $
The
fair value of the derivative liability was $
On
February 15, 2022, for and in consideration of $
On
April 1, 2022, the Company entered into a $
Cash Advance Agreements
On July 29, 2022, the Company entered into two merchant cash advance agreements. The details of the merchant cash advance agreements are as follows:
UFS Agreement
The
Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions LLC (“UFS”) pursuant to
which the Company sold $
In order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. 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.
Cedar Agreement
The
Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which
the Company sold $
| F-19 |
In order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company granted to Cedar a security interest in the following collateral: all accounts, including without limitation, all deposit accounts, accounts receivable and other receivables, chattel paper, documents, equipment, instruments and inventory as those terms are defined by Article 9 of the UCC. 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.
Note 12: NOTES RECEIVABLE
On
July 21, 2021, the Company entered into a Convertible Loan Agreement with PlaySight Interactive Ltd (the “Borrower”) wherein
the Company granted the Borrower a line of credit with a six-month maturity date. Any borrowings under the line of credit bear interest
at a rate of
On
July 26, 2021, the Company issued $
On
February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd. (“PlaySight”) and Rohit Krishnan
(the “Shareholders’ Representative”). As a result of the merger agreement, PlaySight became a wholly owned subsidiary
of the Company. As such, the note receivable balance and related interest income was eliminated upon consolidation. As of October 31,
2021, there was
Note 13: RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances, amounts paid in satisfaction of liabilities, or accrued compensation that has been deferred. The advances are considered temporary in nature and have not been formalized by a promissory note.
The Company has outstanding notes payable of $ and $ and accrued interest of $ and $ due to a related party as of October 31, 2022 and April 30, 2022, respectively (see Note 9).
The Company recognized net sales of $ and $ during the six months ended October 31, 2022 and 2021, respectively, to related parties. As of October 31, 2022 and April 30, 2022, related parties had accounts receivable due to the Company of $ and $, respectively.
Note 14: SHAREHOLDERS’ EQUITY (DEFICIT)
Common Stock
The Company has shares of common stock authorized with a par value of $ per share. As of October 31, 2022 and April 30, 2022, the Company had and shares of common stock issued and outstanding, respectively.
| F-20 |
Equity Transactions During the Six Months Ended October 31, 2022
Since May 1, 2022, the Company has issued an aggregate of shares of its common stock consisting of the following:
| On June 15, 2022, the Company issued shares of common stock to the Convertible Noteholders upon conversion of convertible notes. | |
| On June 15, 2022, the Company issued shares to investors who participated in the Company’s Nasdaq uplist round. | |
| On June 27, 2022, the Company issued shares of common stock to Gabriel Goldman for consulting services performed in the first quarter of calendar 2022. Gabriel Goldman became a director of the Company on June 15, 2022. | |
| On June 27, 2022, the Company issued shares of common stock to the former Gameface shareholders in connection with the purchase of Gameface. | |
| On August 25, 2022, the Company issued shares of common stock to Midcity Capital Ltd (“Midcity”) pursuant to a cashless conversion of warrants Midcity received from its warrant agreement with the Company dated March 2020. | |
| On
September 28, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with
a single institutional investor (the “Investor”) for the issuance and sale of (i) shares of common stock and
(ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of | |
| On October 12, 2022, the Company issued shares of common stock in connection with the acquisition of PlaySight. |
Equity Transactions During the Year Ended April 30, 2022
On
May 26, 2021, the Company issued shares of its common stock for the conversion of related party notes payable (see Note 9). The
fair value of the common stock was $
On
June 23, 2021, the Company issued shares of its common stock as partial consideration for the acquisition of Foundation Sports
(see Note 5). The fair value of the total shares of common stock to be issued related to the acquisition was $
On July 6, 2021, the Company issued shares of its common stock to two employees as compensation for services rendered in lieu of cash, which resulted in $ in share-based compensation expense for the year ended April 30, 2022.
On July 11, 2021, the Company issued shares of its common stock to a vendor as compensation for marketing and other services rendered, which resulted in $ of operating expenses for the year ended April 30, 2022.
During the three months ended July 31, 2021, the Company granted an aggregate total of shares of its common stock and equity options to purchase up to shares (which are now expired) to six new brand ambassadors as compensation for services. The expense related to the issuance of the shares and equity options is being recognized over the service agreements, similar to the warrants and equity options issued to the four other brand ambassadors in the prior year. During the year ended April 30, 2022, the Company recognized $ of operating expenses related to the shares, warrants and equity options granted to brand ambassadors.
| F-21 |
On
August 6, 2021, the Note payable holder (see Note 11) exercised its right to convert its
On
August 6, 2021, the Company’s related party lender exercised its right to convert its
On October 11, 2021, the Company issued shares of its common stock to a vendor as compensation for marketing and other services rendered, which resulted in $ of operating expenses during the year ended April 30, 2022.
On January 11, 2022, the Company issued shares of its common stock to a vendor as compensation for marketing and other services rendered, which resulted in $ of operating expenses during the year ended April 30, 2022.
During April 2022, the Company granted an aggregate total of shares of its common stock to 6 new brand ambassadors as compensation for services. During the year ended April 30, 2022, the Company recognized $ of operating expenses related to the shares granted to brand ambassadors.
Warrants Issued and Expensed During the Six Months and Year Ended October 31, 2022 and April 30, 2022
On
October 28, 2020, the Company granted warrants to a service provider for advertising services over the next year. The warrants
have an exercise price of $
In accordance with the October 29, 2020 agreement with three members of the advisory board mentioned above, warrants were issued during the year ended April 30, 2022. The warrants were valued using a Black-Scholes option pricing model on the grant date, which resulted in operating expenses of $ and $ during the six months ended October 31, 2022 and year ended April 30, 2022, respectively.
On August 6, 2021, in connection with the Convertible Notes issuance (see Note 10) the Company issued warrants to purchase up to shares of common stock of the Company to the Purchasers.
On
August 6, 2021, in connection with the Convertible Notes issuance the Company also granted the lead placement agent for the Offering
On
September 3, 2021, the Company granted an aggregate total of warrants to key employees and officers of the Company as compensation.
The warrants have an exercise price of $
On February 2, 2022, in connection with the Gameface acquisition (see Note 5) the Company issued warrants to purchase up to shares of common stock of the Company.
| F-22 |
On
September 28, 2022, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of
Common Stock Issuable
On
February 22, the Company authorized the issuance of shares of common stock as partial consideration for the acquisition of
PlaySight (see Note 5). The fair value of the total shares of common stock to be issued related to the acquisition was $
Note 15: COMMITMENTS AND CONTINGENCIES
Leases
The
Company leases office space under short-term leases with terms under a year. Total rent expense for the six months ended October 31,
2022 and 2021 amounted to $
Contingencies
In
connection with the Gameface acquisition on February 2, 2022, the Company agreed to earn-out consideration of common shares of the Company’s
common stock with a fair value of $
In
connection with the PlaySight acquisition on February 22, 2022, the Company agreed to earn-out consideration of up to shares
of the Company’s common stock with a fair value of $
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes would individually or taken together have a material adverse effect on the Company’s business or financial statements.
Note 16: INCOME TAXES
The Company does business in the US through its subsidiaries Slinger Bag Inc. and Slinger Bag Americas. It also does business in Israel through SBL whose operations are reflected in the Company’s consolidated financial statements. The Company’s operations in Canada, Israel, and the UK were immaterial for the periods ended October 31, 2022 and 2021, respectively.
The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. There were no interest or penalties recognized in the accompanying consolidated statements of comprehensive loss for the six months ended October 31, 2022 and 2021.
| F-23 |
Note 17: SEGMENTS
Reportable Segments
Operating
segments for our continuing operations are components of the Company that combine similar business activities, with activities group
to facilitate the evaluation of business units and allocation of resources by the Company’s board and management. As of October
31, 2022, the Company had
| ● | Equipment - Production and manufacturing of the Slinger Bag Launcher, marketed to regular tennis players who do not have regular access to state-of-the-art facilities | |
| ● | Technology - Subscription-based technology such as automated production and live streaming, video replay, pro level coaching tools, live and on-demand sports channel, data analytics, and facilities management systems |
The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and EBITDA as measures of segment performance. The accounting policies of each segment are the same as those set out under the summary of significant account policies in Note 3. There are no intersegment sales or transfers.
The below table represents revenues and profit or loss by each operating segment for the six months ended October 31, 2022 and 2021:
| 2022 | 2021 | |||||||
| Net Revenues | ||||||||
| Equipment | $ | $ | ||||||
| Technology | ||||||||
| Total Net Revenues | $ | $ | ||||||
| 2022 | 2021 | |||||||
| Profit or (Loss) | ||||||||
| Equipment | $ | ( | ) | $ | ( | ) | ||
| Technology | ( | ) | ||||||
| Total Profit or (Loss) | $ | ( | ) | $ | ( | ) | ||
The chief operating decision maker does not receive asset information by segment as the Company does not have this information as discrete financial data, and as such, this information is not included.
Goodwill
assigned to the Technology segment as of October 31, 2022 and April 30, 2022 was $
The
Company did not have any goodwill assigned to the Equipment segment as of October 31, 2022 and April 30, 2022. Intangible assets, net
assigned to the Equipment segment as of October 31, 2022 and April 30, 2022, was $
Goodwill and intangible assets related to Foundation Sports that was part of the Technology segment were fully impaired on April 30, 2022.
| F-24 |
Note 18: SUBSEQUENT EVENTS
On November 27, 2022,
On
December 5, 2022,
On
January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with one or more
institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd. as agent for the Lenders (the “Agent”)
for the issuance and sale of (i) a note in an aggregate principal amount of up to $
On March 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended January 31, 2023 (“Additional Delinquency”) serves as an additional basis for delisting the Company’s securities from Nasdaq. The Company received a letter from the Nasdaq on February 14, 2023, indicating that, due to the Company’s failure, in violation of Listing Rule 5250(c)(1), to file its (i) Annual Report on Form 10-K with respect to the fiscal year ended April 30, 2022; and (ii) Quarterly Reports on Form 10-Q for the periods ended July 31, 2022 and October 31, 2022 (collectively, the “Delinquent Filings”), by February 13, 2023 (the due date for filing the Delinquent Filings pursuant to an exception to Nasdaq’s Listing Rule previously granted by Nasdaq), absent the submission of a timely appeal by February 21, 2023, trading of the Company’s common stock would have been suspended from the Nasdaq at the opening of business on February 23, 2023. Nasdaq would also have filed a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which would have resulted in the removal of the Company’s securities from listing and registration on the Nasdaq (the “Staff Determination”). Additionally, on October 10, 2022, the Company received a letter from Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1).
On January 12, 2023, Nasdaq notified the Company that due to the resignations from the Company’s board, audit committee and compensation committee on November 17, 2022 (“Corporate Governance Deficiencies”), the Company no longer complies with Nasdaq’s independent director, audit committee and compensation committee requirements as set forth in Listing Rule 5605. The Company timely submitted its plan of compliance with respect to the Corporate Governance Deficiencies by February 27, 2023 as required by the Nasdaq. However, pursuant to Listing Rule 5810(c)(2)(A), the Corporate Governance Deficiencies serve as an additional and separate basis for delisting and the Company.
| F-25 |
On February 21, 2023, consistent with the Company’s previously announced intention to request an appeal of the Staff Determination by requesting a hearing before the Nasdaq Hearings Panel (the “Panel”) to stay the suspension of the Company’s securities and the filing of the Form 25-NSE with the SEC (the “Hearing”), the Company appealed the Staff Determination to the Panel, and requested that the stay of delisting, which otherwise would expire on March 8, 2023, pursuant to Listing Rule 5815(a)(1)(B), be extended until the Panel issued a final decision on the matter. The Nasdaq granted the Company’s request to extend the stay, pending the Hearing scheduled for March 30, 2023, and a final determination regarding the Company’s listing status. The Company is required to address the Additional Delinquency, the Delinquent Filings, and the Corporate Governance Deficiencies before the Panel. Although the Company is working diligently to file the Delinquent Filings and Additional Delinquency, there can be no assurance that they will be filed prior to the Hearing. If the Company’s appeal is denied or the Company fails to timely regain compliance with Nasdaq’s continued listing standards, the Company’s common stock will be subject to delisting on the Nasdaq.
On March 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended January 31, 2023 (“Additional Delinquency”) serves as an additional basis for delisting the Company’s securities from Nasdaq. The Company received a letter from the Nasdaq on February 14, 2023, indicating that, due to the Company’s failure, in violation of Listing Rule 5250(c)(1), to file its (i) Annual Report on Form 10-K with respect to the fiscal year ended April 30, 2022; and (ii) Quarterly Reports on Form 10-Q for the periods ended July 31, 2022 and October 31, 2022 (collectively, the “Delinquent Filings”), by February 13, 2023 (the due date for filing the Delinquent Filings pursuant to an exception to Nasdaq’s Listing Rule previously granted by Nasdaq), absent the submission of a timely appeal by February 21, 2023, trading of the Company’s common stock would have been suspended from the Nasdaq at the opening of business on February 23, 2023. Nasdaq would also have filed a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which would have resulted in the removal of the Company’s securities from listing and registration on the Nasdaq (the “Staff Determination”). Additionally, on October 10, 2022, the Company received a letter from Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1).
On March 30, 2023, the Company had its hearing with the Nasdaq.
On April 12, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request for continued listing on the Nasdaq had been granted subject to the following:
1. On or before May 31, 2023, the Company shall file the delinquent Form 10-K for the year ended April 30, 2022, with the SEC;
2. On or before June 30, 2023, the Company shall file all delinquent Forms 10-Q with the SEC;
3. On or before July 15th, the Company will demonstrate compliance with Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) (majority independent director, audit committee and compensation committee composition requirements).
On April 12, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company had not yet regained compliance with the Bid Price Rule, which serves as an additional basis for delisting the Company’s securities from the Nasdaq. The letter further indicated that the Panel will consider this matter in its decision regarding the Company’s continued listing on the Nasdaq Capital Market. In that regard, the Nasdaq indicated that the Company should present its views with respect to this additional delinquency to the Panel in writing no later than April 19, 2023, which it did.
On April 26, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request to regain compliance with the Bid Price Rule by October 9, 2023.
The Company offers no assurance that it will regain compliance with the Bid Price Rule in a timely manner.
| F-26 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended April 30, 2022. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risks and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
From inception through our ownership of Slinger Bag Americas and SBL to-date, we have been focused on the ball sport market globally. Our first product, the Slinger Bag Launcher, is a patented, highly portable, versatile and affordable ball launcher built into an easy to transport wheeled trolley bag. Over the course of the next twelve months, we will be focused on tennis, padel tennis and pickle ball as our primary target markets. The global tennis market has millions of active players globally, with many other consumers being avid fans of the sport.
Gameface initially focused its technology on the cricket and soccer markets, where it has built an automated platform to extract various data points from live and archived match footage. Since September 2021, the Gameface team has been dedicated to building its technology to deliver performance insights in tennis, which will form the core of our new Slinger app. Later in 2023, Gameface plans to revisit the cricket vertical and enhance its technology offering based on the advances made in tennis AI tools available through the combined company, which will broaden and deepen its reach across the cricket world. In 2023, Gameface expects to dedicate resources to baseball analytics and identifying strategic partners for other team sports such as basketball and soccer. We also intend to license technology to validated global partners for direct-to-consumer applications.
Recent Events
Reverse Stock Split
On June 14, 2022, we effected a 1-for-10 reverse stock split, where upon our common stock began to trade on a reverse split adjusted basis. Issued and outstanding stock options and warrants were split on the same basis and exercise prices were adjusted accordingly. All common stock per share numbers and prices included herein have been adjusted to reflect this reverse stock split, unless stated otherwise, and other than unaudited and audited financial statements and other historical share disclosures which indicate they are not adjusted for the reverse stock split.
On February 15, 2022, for and in consideration of $4 million the Company conveyed, sold, transferred, set over, assigned and delivered to Slinger Bag Consignment, LLC, a Virginia limited liability company (“Consignor”), all of the Company’s right, title and interest in and to 13,000 units of certain surplus inventory, including all components, parts, additions and accessions thereto in exchange for agreeing to repurchase such inventory from Consignor on a consignment basis for the purpose of resale by the Company to third parties located in the United States and Europe at a total consignment purchase price of $5,104,839.00 ($392.68 per Consigned Goods Unit) (the “Consigned Goods Purchase Price”). During the quarter ended October 31, 2022, in order to avoid a payment default, the Company subsequently amended the terms of this transaction by increasing the aggregate Consigned Goods Purchase Price to $6,504,839.000.00 and, on October 3, 2022, the Company paid the entire outstanding balance of Consigned Goods Purchase Price thereby repurchasing all consigned inventory and terminating the consignment transaction.
Change in Certifying Accountant
On August 28, 2022, Company approved the re-engagement of Mac Accounting Group, LLP (“Mac”) as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2022, effective immediately, and dismissed WithumSmith + Brown, PC (“Withum”) as the Company’s independent registered public accounting firm.
Until Withum was engaged on February 17, 2022, Mac was the Company’s auditor and had audited the Company’s consolidated financial statements for the fiscal years ended April 30, 2021 and 2020.
The reason for the re-engagement of Mac is the belief that Mac’s familiarity with the Company (due to its being the Company’s previous auditor) will permit it to complete the audit of the Company’s consolidated financial statements for the fiscal year ended April 30, 2022 in a more cost-effective and efficient manner than Withum.
Withum never issued an audit opinion on our financial statements, and during the course of their engagement there were no disagreements with Withum on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the matter in their audit opinion, if issued. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the period Withum was engaged as the Company’s auditor.
| 1 |
September 2022 Private Placement
On September 28, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a single institutional investor (the “Investor”) for the issuance and sale of (i) 1,018,510 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated common stock warrant and $0.3899 per Pre-Funded Warrant and associated common stock warrants for an aggregate amount of approximately $5.0 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable until the Pre-Funded Warrants are exercised in full. The shares of common stock and Pre-Funded Warrants were sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock at an exercise price of $0.39 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 25,641,024 common stock warrants to purchase 25,641,024 shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years (the “7.5-Year Warrants”) following the initial exercise date (collectively, the “Warrants”). The Warrants issued in the Offering contain variable pricing features. The Warrants and Pre-Funded Warrants will be exercisable beginning on the date stockholder approval is received and effective allowing exercisability of the Warrants and Pre-Funded Warrants under Nasdaq rules.
On September 28, 2022, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the unregistered shares of common stock and the shares of common stock issuable upon exercise of the Warrants and Pre-Funded Warrants no later than December 20, 2022 (the “Filing Date”) and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days after the Filing Date.
The Company used the net proceeds from the Offering for working capital purposes and to repurchase inventory.
Spartan Capital Securities LLC acted as the exclusive placement agent in the Offering.
Sale of PlaySight
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”). | |
| (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. | |
| (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. 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. (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. | |
| (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”). 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). The Company and the Buyer have agreed to split the cost of the Appraiser. |
| 2 |
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.
The Company and the Buyer have also agreed to use their best efforts to enter into a non-exclusive binding agreement within three (3) months from the date of the Agreement that permits the Company to receive individual and match analytics for racquet sports (including, but not limited to, tennis, padel and pickle ball) without any upfront cost to the Company and based on revenues to be received from the Company’s customers and users of the analytics. For the avoidance of doubt, the specific terms of such cooperation shall be determined by the Buyer and the Company within the final cooperation agreement, and if it would require PlaySight for the exclusive purpose of such cooperation to develop any additional and new features, which do not exist in the current system of PlaySight, then such R&D costs shall be solely covered by the Company. Any future features that will be developed within PlaySight’s ordinary course of business, and not exclusively for the purpose of the cooperation agreement, shall not be covered by Company.
The reason for the entry into the Agreement and the transactions contemplated thereby is to eliminate the need for the Company to provide further financing for PlaySight’s operations. The obligations that the Company assumed in connection with the merger agreement dated October 6, 2021, as amended by the addendum to and amendment to agreement for the merger dated February 16, 2022 remain in full force and effect in accordance with their terms and are not affected by the sale of PlaySight to the Buyer.
Sale of Foundation
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. 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.
January 2023 Private Placement
On January 6, 2023, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with a one or more institutional investors (the “Lenders”) and Armistice Capital Master Fund Ltd. as agent for the Lenders (the “Agent”) for the issuance and sale of (i) a note in an aggregate principal amount of up to $2,000,000 (the “Note”) with the initial advance under the Loan and Security Agreement being $1,400,000 and (ii) warrants (the “Warrants”) to purchase a number of shares of common stock of the Company equal to 200% of the face amount of the Note divided by the closing price of the common stock of the Company on the date of the issuance of the Notes (collectively, the “Initial Issuance”). The closing price of the Company’s common stock on January 6, 2023, as reported by Nasdaq, was $0.221 per share, so the Warrants in respect of the initial advance under the Note are exercisable for up to 18,099,548 shares of the Company’s common stock. The Warrants have an exercise price per share equal to the closing price of the common stock of the Company on the date of the issuance of the Note, or $0.221 per share and a term of five- and one-half (5½) years following the initial exercise date. The initial exercise date of the Warrants will be the date stockholder approval is received and effective allowing exercisability of the Warrants under Nasdaq rules. Pursuant to the terms of the Loan and Security Agreement, an additional advance of $600,000 may be made by to the Company under the Note. The Company’s obligations under the terms of the Loan and Security Agreement are fully and unconditionally guaranteed by all of the Company’s subsidiaries (the “Guarantors”).
In connection with the Loan and Security Agreement, the Company and each of the Guarantors entered into a pledge and security agreement with the Agent (the “Pledge and Security Agreements”). The Pledge and Security Agreements provide that the Company and the Guarantors will grant the Agent a security interest in all of the Company’s and each Guarantor’s respective assets.
| 3 |
The Company is required to use the net proceeds from the Loan and Security Agreement to pay expenses, including accounting and legal fees, relating to the registration of certain previously issued securities of the Company, which securities were issued to an affiliate of the Agent, and following the payment of such expenses, to fund the Company’s operations.
Delinquency Notices
On August 16, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that, since the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2022, as previously reported by the Company on a Form 12b-25, it no longer complies with Nasdaq Listing Rule 5250(c)(1) for continued listing. On September 26, 2022, the Company announced that it had received a letter from the Nasdaq on September 22, 2022 (“Notice Letter”), notifying the Company that it is not in compliance with the periodic filing requirements for continued listing because the Company’s Form 10-Q for the period ended July 31, 2022 (the “2023 Q1 10-Q”) and Form 10-K for the fiscal year ended April 30, 2022 (the “2022 10-K” and, together with the 2023 Q1 10-Q, the “Periodic Reports”) were not filed with the Securities and Exchange Commission by the required due dates.
On October 10, 2022, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). The Nasdaq notice indicated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until April 10, 2023, to regain compliance. If, at any time before April 10, 2023, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company fails to regain compliance with the Bid Price Rule before April 10, 2023, the Company may be eligible for an additional 180-calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. In the event the Company is not eligible for the second grace period, Nasdaq will provide written notice that the Company’s common stock is subject to delisting.
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. 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. As a result, the Company will be required to meet the continued listing requirement for board of directors and committees.
On January 12, 2023, Nasdaq notified the Company that due to the resignations from the Company’s board, audit committee and compensation committee on November 17, 2022 (“Corporate Governance Deficiencies”), the Company no longer complies with Nasdaq’s independent director, audit committee and compensation committee requirements as set forth in Listing Rule 5605. The Company timely submitted its plan of compliance with respect to the Corporate Governance Deficiencies by February 27, 2023 as required by the Nasdaq. However, pursuant to Listing Rule 5810(c)(2)(A), the Corporate Governance Deficiencies serve as an additional and separate basis for delisting and the Company.
On February 21, 2023, consistent with the Company’s previously announced intention to request an appeal of the Staff Determination by requesting a hearing before the Nasdaq Hearings Panel (the “Panel”) to stay the suspension of the Company’s securities and the filing of the Form 25-NSE with the SEC (the “Hearing”), the Company appealed the Staff Determination to the Panel, and requested that the stay of delisting, which otherwise would expire on March 8, 2023, pursuant to Listing Rule 5815(a)(1)(B), be extended until the Panel issued a final decision on the matter. The Nasdaq granted the Company’s request to extend the stay, pending the Hearing scheduled for March 30, 2023, and a final determination regarding the Company’s listing status. The Company is required to address the Additional Delinquency, the Delinquent Filings, and the Corporate Governance Deficiencies before the Panel. Although the Company is working diligently to file the Delinquent Filings and Additional Delinquency, there can be no assurance that they will be filed prior to the Hearing. If the Company’s appeal is denied or the Company fails to timely regain compliance with Nasdaq’s continued listing standards, the Company’s common stock will be subject to delisting on the Nasdaq.
| 4 |
On March 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended January 31, 2023 (“Additional Delinquency”) serves as an additional basis for delisting the Company’s securities from Nasdaq. The Company received a letter from the Nasdaq on February 14, 2023, indicating that, due to the Company’s failure, in violation of Listing Rule 5250(c)(1), to file its (i) Annual Report on Form 10-K with respect to the fiscal year ended April 30, 2022; and (ii) Quarterly Reports on Form 10-Q for the periods ended July 31, 2022 and October 31, 2022 (collectively, the “Delinquent Filings”), by February 13, 2023 (the due date for filing the Delinquent Filings pursuant to an exception to Nasdaq’s Listing Rule previously granted by Nasdaq), absent the submission of a timely appeal by February 21, 2023, trading of the Company’s common stock would have been suspended from the Nasdaq at the opening of business on February 23, 2023. Nasdaq would also have filed a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which would have resulted in the removal of the Company’s securities from listing and registration on the Nasdaq (the “Staff Determination”). Additionally, on October 10, 2022, the Company received a letter from Nasdaq indicating that the Company’s common stock is subject to potential delisting from Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1).
On March 30, 2023, the Company had its hearing with the Nasdaq.
On April 12, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request for continued listing on the Nasdaq had been granted subject to the following:
1. On or before May 31, 2023, the Company shall file the delinquent Form 10-K for the year ended April 30, 2022, with the SEC;
2. On or before June 30, 2023, the Company shall file all delinquent Forms 10-Q with the SEC;
3. On or before July 15th, the Company will demonstrate compliance with Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) (majority independent director, audit committee and compensation committee composition requirements). On, June 30, 2023, Nasdaq extended the July 15th deadline for filing the Company’s delinquent Form 10-Qs to July 25, 2023.
On April 12, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company had not yet regained compliance with the Bid Price Rule, which serves as an additional basis for delisting the Company’s securities from the Nasdaq. The letter further indicated that the Panel will consider this matter in its decision regarding the Company’s continued listing on the Nasdaq Capital Market. In that regard, the Nasdaq indicated that the Company should present its views with respect to this additional delinquency to the Panel in writing no later than April 19, 2023, which it did.
On April 26, 2023, Nasdaq notified the Company that the Panel had granted the Company’s request to regain compliance with the Bid Price Rule by October 9, 2023.
The Company offers no assurance that it will regain compliance with the Bid Price Rule in a timely manner.
Sale and Consignment of Inventory
On January 6, 2023, we sold certain of our inventory including all components, parts, additions and accessions thereto to Yonah Kalfa and Naftali Kalfa who immediately consigned it back to us in exchange for a payment of $103 per ball launcher we sell until we have paid them an aggregate total of $2,092,700, which represents payment in full of the principal amounts of the Loan Agreements (as defined below) and certain other expenses they incurred in connection with the Company.
| 5 |
Results of Operations for the Three Months Ended October 31, 2022 and 2021
The following are the results of our operations for the three months ended October 31, 2022 as compared to 2021:
| For the Three Months Ended | ||||||||||||
| October 31, | October 31, | |||||||||||
| 2022 | 2021 | Change | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Net sales | $ | 3,954,379 | $ | 5,400,542 | $ | (1,446,163 | ) | |||||
| Cost of sales | 3,152,984 | 3,315,605 | (162,621 | ) | ||||||||
| Gross profit | 801,395 | 2,084,937 | (1,283,542 | ) | ||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | 721,346 | 887,809 | (166,463 | ) | ||||||||
| General and administrative expenses | 5,445,521 | 36,197,888 | (30,752,367 | ) | ||||||||
| Research and development costs | 1,058,157 | 103,318 | 954,839 | |||||||||
| Total operating expenses | 7,225,024 | 37,189,015 | (29,963,991 | ) | ||||||||
| Operating loss | (6,423,629 | ) | (35,104,078 | ) | (28,680,449 | ) | ||||||
| Non-Operating Income (Expense): | ||||||||||||
| Amortization of debt discounts | - | (2,629,069 | ) | 2,629,069 | ||||||||
| Loss on extinguishment of debt | - | (1,978,295 | ) | 1,978,295 | ||||||||
| Loss on issuance of convertible notes | (3,689,369 | ) | 3,689,369 | |||||||||
| Change in fair value of derivative liability | 3,100,102 | 4,803,569 | (1,703,467 | ) | ||||||||
| Derivative expense | (7,280,405 | ) | - | (7,280,405 | ) | |||||||
| Interest expense | (398,342 | ) | (205,620 | ) | (192,722 | ) | ||||||
| Interest expense - related party | (21,293 | ) | (22,495 | ) | (1,202 | ) | ||||||
| Net loss | $ | (4,599,938 | ) | $ | (3,721,279 | ) | $ | (878,659 | ) | |||
Net sales
In the three months ended October 31, 2022, net sales was $3.95 million compared to $5.40 million for the three months ended October 31, 2021, representing a decrease of $1.45 million or approximately 27%. The decrease in net sales for the three-month period to October 31,2022 was primarily driven by a reduction in the volume of orders received by Slinger Bag on its USA e-commerce platform as a result of the reduction in Covid restrictions coupled with reductions in international distributor orders due to on-going covid issues and uncertainty.
Cost of sales and Gross income
Cost of sales decreased $0.36 million or approximately 11% during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021. The reduction in cost of sales for the three-month period to October 31,2022 was directly related to the reduction in net sales received by Slinger Bag on its USA e-commerce platform as a result of the reduction in Covid restrictions coupled with reductions in international distributor orders due to on-going covid issues and uncertainty.
Selling and marketing expenses
Selling and marketing expenses increased $0.17 million, or 19%, during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021. The increase in selling and marketing costs for the three-month period ending October 31, 2022 was directly as a result of incremental costs incurred through the addition of the PlaySight and Gameface businesses.
| 6 |
General and administrative expenses
General and administrative expenses, which primarily consist of compensation (including share-based compensation) and other employee-related costs, as well as legal fees and fees for professional services, decreased $30.1 million or approximately 84% during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021. This decrease in general and administrative costs for the three-month period ended October 31, 2022, is predominantly due to the reduction in share-based compensation (warrants granted to employees in the same six month period in 2021), a reduction in shares issued for services provided by our placement agent over the same period in 2021 and a reduction in legal fees over those incurred in the same 6 month period in 2021 as part of our acquisition strategy. These reductions were partly offset by increases in headcount related costs associated with the Playsight, Gameface and Foundation employees.
Research and development costs
Research and development costs increased $0.95 million or 924% during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021. This increase in research and development costs for the three month period to October 31, 2022 is driven solely by on-going development and maintenance costs related to our PlaySight acquisition and continued investment in a new Gameface consumer platform and app that will integrate artificial intelligence (AI) technology to offer more value to our customers in the future.
Other expense
Total other expense increased $0.88 million or 24% during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021. The overall increase for the three-month period to October 31, 2022 was primarily due to the increase in derivative expense and interest expense offset by the decrease in amortization of debt discounts and changes in the fair value of the derivative liabilities and loss on extinguishment of debt and loss on issuance of convertible notes.
Results of Operations for the Six Months Ended October 31, 2022 and 2021
The following are the results of our operations for the six months ended October 31, 2022 as compared to 2021:
| For the Six Months Ended | ||||||||||||
| October 31, | October 31, | |||||||||||
| 2022 | 2021 | Change | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Net sales | $ | 8,900,828 | $ | 7,938,115 | $ | 962,713 | ||||||
| Cost of sales | 6,707,375 | 5,067,956 | 1,639,419 | |||||||||
| Gross income | 2,193,453 | 2,870,159 | (676,706 | ) | ||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | 1,919,855 | 1,549,906 | 324,949 | |||||||||
| General and administrative expenses | 9,789,818 | 35,592,687 | (28,803,669 | ) | ||||||||
| Research and development costs | 1,892,931 | 277,336 | 1,615,565 | |||||||||
| Total operating expenses | 13,601,864 | 40,464,959 | 26,186,449 | |||||||||
| Loss from operations | (11,408,351 | ) | (37,594,800 | ) | 26,186,449 | |||||||
| Amortization of debt discounts | (2,872,222 | ) | (2,650,285 | ) | (221,937 | ) | ||||||
| Loss on extinguishment of debt | - | (7,096,730 | ) | 7,096,730 | ||||||||
| Induced conversion loss | - | - | - | |||||||||
| Interest expense - related party | (82,414 | ) | (78,728 | ) | (3,686 | ) | ||||||
| Interest expense | (434,203 | ) | (281,670 | ) | (152,533 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (15,289,998 | ) | $ | (42,260,669 | ) | $ | 38,825,357 | ||||
| 7 |
Net sales
In the six months ended October 31, 2022, net sales was $8.91 million compared to $7.90 million, representing an increase of $1.0 million or 12%. The overall $1.00 million increase in six month revenues to October 31, 2022 is predominantly due to two factors: (1) an decrease in Slinger Bag sales generated through our e-commerce platform and global distributor group of $1.90 million driven by a reduction in consumer demand following the ending of the Covid pandemic and (2) an increase of $2.90 million generated the PlaySight acquisition.
Cost of sales and Gross income
Cost of sales increased $1.44 million or 28% in the six months ending October 3, 2022. Key factors driving the increase in cost of goods for the six month period to October 31, 2022 are: (1) continued high rates of freight and import duty on Slinger Bag imports and (2) new costs of goods generated by the impact of the new PlaySight revenues reported.
Selling and marketing expenses
Selling and marketing expenses increased $0.33 million or 20% for the six month period ending October 31, 2002 compared to the same October 31 period in 2021. This increase in the six month period to October 31, 2022 in selling and marketing expenses was primarily driven by a decreased spend in Slinger Bag social media advertising, offset through additional costs incurred as a result of the Playsight, Gameface and Foundation businesses including sales commissions, agency fees, sponsorships and indirect advertising related costs.
General and administrative expenses
General and administrative expenses decreased by $28.6 million or approximately 74% for the six month period to October 31, 2022 compared to the same period October 31, 2021. This decrease over the six month period is predominantly due to the reduction in share-based compensation (warrants granted to employees in the same six month period in 2021), a reduction in shares issued for services provided by our placement agent over the same period in 2021 and a reduction in legal fees over those incurred in the same 6 month period in 2021 as part of our acquisition strategy. These reductions were partly offset by increases in headcount related costs associated with the Playsight, Gameface and Foundation employees.
Research and development costs
Research and development costs increased by $1.60 million or 582% in the six-month period to October 31, 2022 compared to the same October 31, 2021. This increase in the six-month period to October 31, 2022 is driven solely by ongoing development and maintenance costs related to our PlaySight acquisition and continued investment in a new Gameface consumer platform and app that will integrate artificial intelligence (AI) technology to offer more value to our customers in the future.
| 8 |
Other expense
Total other expense decreased $0.78 million or -17% for the six-month period ending October 31,2022 compared to the same period October 31,2021.
For the six-month period to October 31, 2022 we incurred a decrease of $0.88 million primarily due to the increase in derivative expense and interest expense offset by the decreases in amortization of debt discounts, loss on extinguishment of debt and loss on issuance of convertible notes.
Liquidity and Capital Resources
Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We had an accumulated deficit of $95,886,923 as of October 31, 2022, and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock. In respect to additional financing, refer to Notes 5, 6, 7, and 12. In the event that the Company is unable to successfully raise capital and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan until it is able to obtain sufficient financing. There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all.
The following is a summary of our cash flows from operating, investing and financing activities for the six months ended October 31, 2022 and 2021:
| For the Six Months Ended | ||||||||
| October 31, | October 31, | |||||||
| 2022 | 2021 | |||||||
| Net cash used in operating activities | $ | (6,496,591 | ) | $ | (5,999,433 | ) | ||
| Net cash used in investing activities | - | (1,400,000 | ) | |||||
| Net cash provided by financing activities | (5,345,073 | ) | 8,209,420 | |||||
We had cash and cash equivalents and restricted cash of $610,815 as of October 31, 2022, as compared to $1,581,084 as of July 31, 2022.
Net cash used in operating activities was $(6,496,591) during the six months ended October 31, 2022, as compared to $(5,999,433) during the same period in 2021. Our net cash used in operating activities during the six months ended October 31, 2022 was primarily the result of our net loss of $(15,289,998) fand $(42,260,669) for the six months ended October 31, 2022 and 2021, respectively, offset by our non-cash adjustments for our share based-compensation, the change in fair value fo our derivative liabilities, derivative expense amortization of debt discounts and changes in our assets and liabilities. The largest decrease was in inventories for the six months ended October 31, 202 versus 2021 which experienced a decrease of $3,765,057 in 2022 versus an increase in 2021 of $4,886,227. In addition, we increased our accounts payable by $490,004 in 2022 versus an increase of $3,183,57 in 2021.
Net cash used in investing activities was $0 and $(1,400,000) for the six months ended October 31, 2022 and 2021, respectively. Our net cash used in investing activities during the six months ended July 31, 2021 related to a $1,400,000 issuance of a line of credit to PlaySight which was offset when we purchased them later that year.
Our net cash used in operating activities during the six months ended October 31, 2021 of ($5,999,433) was primarily the result of our net loss of $42,260,999 for the period as well as increases in inventory and prepaid expenses and other current assets and accounts receivable during the period, as well as by decreases in accrued payroll and bonuses and deferred revenue for the period, which was partially offset by net non-cash expenses of $38,424,269 and increases in accounts payable and accrued expenses and accrued interest – related party during the period.
Net cash used in investing activities was $0 and $(1,400,000) for the six months ended October 31, 2022 and 2021, respectively. Our net cash used in investing activities during the six months ended October 31, 2021 related to a $1,400,000 issuance of a note receivable in the form of a line of credit to PlaySight to support their operations.
Net cash provided by financing activities was $5,345,073 for the six months ended October 31, 2022, as compared to $8,209,420 for the same period in 2021. Cash provided by financing activities for the six months ended October 31, 2022 primarily consisted of $9,194,882 for issuance of common stock offset by a reduction of $14,133 in payments of notes to related parties and $3,835,676 of other notes payable. Cash provided by financing activities for the six months ended October 31, 2021 consisted of proceeds of $12,000,000 from notes payable including $1,000,000 from a note payable with a related party offset by $3,000,000 in payments of notes payable including $1,000,000 to a related party and debt issuance costs relating to the convertible notes of $790,580.
| 9 |
Description of Indebtedness
Notes Payable – Related Party
On January 14, 2022, the Company entered into two loan agreements with Yonah Kalfa and Naftali Kalfa, each for $1,000,000, pursuant to which the Company received a total amount of $2,000,000. The loans bear interest at a rate of 8% per annum and are required to be repaid in full by July 31, 2024 or such other date as may be accepted by the lenders. The Company is not permitted to make any distribution or pay any dividends unless or until the loans are repaid in full.
There was $2,000,000 in outstanding borrowings from the Company’s related parties as of October 31, 2022. Accrued interest due to these related parties as of October 31, 2022 amounted to $4,818.
Convertible Notes Payable
On August 6, 2021, the Company consummated the closing (the “Closing”) of a private placement offering (the “Offering”) pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of August 6, 2021 (the “Purchase Agreement”), between the Company and certain accredited investors (the “Purchasers”). At the Closing, the Company sold to the Purchasers (i) 8% Senior Convertible Notes (the “Convertible Notes”) in an aggregate principal amount of $11,000,000 and (ii) warrants to purchase up to 7,333,334 shares of common stock of the Company (the “Warrants” and together with the Convertible Notes, the “Securities”). The Company received an aggregate of $11,000,000 in gross proceeds from the Offering, before deducting offering expenses and commissions.
On December 31, 2021, the Purchase Agreement and Convertible Notes were amended in an Omnibus Amendment Agreement pursuant to which the holders of the Convertible Notes agreed to make certain changes to the terms of the Purchase Agreement and Convertible Notes in exchange for an increase in the principal amount of the Convertible Notes from $11,000,000 to $13,200,000 and such increased principal balance is reflected on the replacement note issued to each note holder. The full terms of the Omnibus Amendment Agreement were disclosed in our current report on Form 8-K dated January 5, 2022.
Total outstanding borrowings related to the Convertible Notes as of October 31, 2022 were $0.
See Note 6 to the condensed consolidated financial statements for additional information.
Note Payable
On August 6, 2021, the Company used the net proceeds from the issuance of the Convertible Notes to pay 100% of the outstanding principal and accrued interest of the Note.
Future amounts due as of October 31, 2022 are summarized as follows:
| Payments due by period | ||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
| Convertible notes payable | $ | 0 | $ | 0 | $ | - | $ | - | $ | - | ||||||||||
| Notes payable – related party | 2,000,000 | - | 2,000,000 | - | - | |||||||||||||||
| Total | $ | 2,000,000 | $ | - | $ | 2,000,000 | $ | - | $ | - | ||||||||||
| 10 |
We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash flows from operations and further issuances of debt and/or securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to the (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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.
Going Concern
Our independent registered public accounting firm auditors’ report accompanying our April 30, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide this information.
| 11 |
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as the Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act 13a-15, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.
Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of October 31, 2022 due to the material weaknesses that were identified and listed below.
Changes in Internal Control Over Financial Reporting
In connection with our management’s assessment of controls over financial reporting during the year ended April 30, 2022, we identified the following material weaknesses:
| ● | The Company lacks adequate segregation of duties due to the small size of the organization. Further, the Company lacks an independent Board of Directors or Audit Committee to ensure adequate monitoring or oversight. | |
| ● | The Company lacks accounting resources and controls to prevent or detect material misstatements. Specifically, the Company continues to have a material weakness in our controls over accounting for inventory due to a lack of controls over ensuring inventory movement was being processed accurately and in a timely manner, which resulted in significant audit adjustments relating to the value of our inventory and cost of sales. Further, while the Company engages service providers to assist with U.S. GAAP compliance the Company lacks resources with adequate knowledge to oversee those services. Lastly, the Company does not have sufficient resources to complete timely reconciliations and transactional reviews, which resulted in delays in the financial reporting process in the prior year. |
To remediate the material weaknesses, we have initiated compensating controls in the near term and are enhancing and revising our existing controls, including ensuring we have sufficient management review procedures and adequate segregation of duties. These controls are still in the process of being implemented. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded they are operating effectively. As a result, the material weaknesses continue to be listed as of October 31, 2022.
| 12 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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.
None 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.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A. included in our Annual Report on Form 10-K for the year ended April 30, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following information relates to all securities issued or sold by us since during the reporting period not registered under the Securities Act of 1933, (the “Securities Act”) pursuant to an exemption from the registration requirements of the Securities Act contained in Section 4(a)(2) thereof.
On September 28, 2022, the Company issued (i) 1,018,510 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 11,802,002 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $0.39 per share of the common stock and associated common stock warrant and $0.3899 per Pre-Funded Warrant and associated common stock warrants for an aggregate amount of approximately $5.0 million to a single, institutional investor. The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable until the Pre-Funded Warrants are exercised in full. The shares of common stock and Pre-Funded Warrants were sold in the offering together with common stock warrants to purchase 12,820,512 shares of common stock at an exercise price of $0.39 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and warrants to purchase 25,641,024 shares of common stock at an exercise price of $0.43 per share and a term of seven and one half years (the “7.5-Year Warrants”) following the initial exercise date (collectively, the “Warrants”).
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety disclosures
Not applicable.
Item 5. Other Information
None.
| 13 |
Item 6. Exhibits
| 14 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CONNEXA SPORTS TECHNOLOGIES INC. | ||
| Dated: July 18, 2023 | By: | /s/ Mike Ballardie |
| Mike Ballardie | ||
| President and Chief Executive Officer | ||
| Dated: July 18, 2023 | By: | /s/ Mike Ballardie |
| Mike Ballardie | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| 15 |