Item
5.01 Change of Control of the Registrant
The
information set forth below is intended to clarify the events and changes of control from the inception of Slinger Bag to-date
that have led to the current ownership structure of the Slinger Bag group.
Slinger
Bag Inc. is the group holding company and is listed on the OTC markets Pink Tier under ticker symbol SLBG.
The
Slinger Bag Group of Companies include:
Slinger
Bag Americas Inc, a Delaware corporation, is the operating company in the Slinger Bag Group and is 100% owned by Slinger Bag Inc.
Each
of the following companies is 100% owned by Slinger Bag Americas Inc.:
Slinger
Bag Canada Inc, an Ontario corporation, holds all Slinger Bag trademarks.
Slinger
Bag Limited, an Israeli company, holds all Slinger Bag patents.
Slinger
Bag International (UK) Limited, a private English company to be used for operations in the United Kingdom and Europe.
History
and Key Events
Invention
of Slinger Bag
Slinger
Bag came into being in 2016 when Yonah Kalfa, an avid tennis player residing in Raanana, Israel, conceived the idea of a portable
ball launcher during a break in a tennis match. By August 2017, Yonah had created a prototype for use and testing. In May 2018,
having worked out the initial teething issues and improved the ball launcher’s performance, Yonah launched the highly successful
Slinger Bag Kickstarter & IndieGoGo campaigns. In February 2019, Yonah recruited Mike Ballardie to run the Company as its
Chief Executive Officer.
On
March 22, 2019, Slinger Bag Americas (“SBA”) was formed, first as a Delaware limited liability company. Then
on August 27, 2019, it converted to a corporation. SBA was 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli
company. Zehava Tepler, who is the sister of the inventor of Slinger Bag, Yonah Kalfa, owned 100% of SBL. So, by extension, Ms.
Tepler also owned 100% of SBA.
In
the Summer of 2019, Yonah and Mike decided to operate Slinger Bag out of a public company and, for this purpose, identified and
acquired Lazex Inc. into which the Slinger Bag business was merged.
Purchase
of Lazex
Lazex
Inc. (“Lazex” or the “Company”), was formed on July 12, 2015 as a Nevada corporation with
75,000,000 shares authorized. From its inception until September 16, 2019, the Company was in the business of providing travel
consulting and tour guide services from the Czech Republic. On August 20, 2019, SBA purchased 5,000,000 shares of Lazex, equal
to 82% of the outstanding shares, in a private transaction with the controlling shareholder, of Lazex Juliia Gitelman. This gave
SBA and therefore Zehava Tepler control of Lazex, through her ownership of SBL and, by extension, SBA.
Contribution
of SBA
Effective
on September 16, 2019, SBL transferred its ownership of SBA (which by then had become the operating company in the Slinger Bag
group by virtue of the decision to restructure the group and use SBA for operations going forward) to Lazex in exchange for the
5,000,000 shares of Lazex owned by SBA. The Company then terminated its travel consulting and tour guide business and commenced
operations in the sporting and athletic goods business with the Slinger Bag brand.
Name
Change
On
November 20, 2019, the Company formally changed its name form Lazex Inc. to Slinger Bag Inc.
Contribution
of SBL
Effective
February 10, 2020, Ms. Tepler contributed her ownership of SBL to SBA. These entities were both owned and controlled by Ms. Tepler
and there was no consideration paid for this contribution.
4-1
Forward Split
On
February 25, 2020, Slinger Bag increased the number of authorized shares of Common Stock from 75,000,000 to 300,000,000 and effected
a four-for-one forward split of its outstanding shares of common stock. As a result of the forward stock split, each share of
the Company’s common stock outstanding was split into four shares of Slinger Bag’s common stock.
Transfer
of Control Block to Yonah Kalfa
At
the end of February 2020, SBA transferred 5,000,000 shares of Slinger Bag Inc. to Yonah Kalfa and, in June 2020, SBA transferred
15,000,000 more shares of Slinger Bag Inc. to Yonah Kalfa, which was its entire remaining position in shares of Slinger Bag Inc.
The timing of the first transfer of shares to Yonah Kalfa in February 2020 coincided with our forward split and, due to clerical
errors in processing the transfer in the midst of the forward split, only 25% of SBA’s shares of Slinger Bag Inc., or 5,000,000
shares, transferred to Yonah Kalfa in February 2020. Eventually, this error was discovered and SBA transferred the balance of
share shares of Slinger Bag Inc. to Yonah Kalfa in June 2020.
Current
Ownership
As
at the date hereof, Yonah Kalfa is the largest shareholder of Slinger Bag with approximately 75% of the outstanding common stock
of Slinger Bag Inc.