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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from ________ to ________

 

Commission File Number: 01-41423

 

CONNEXA SPORTS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

Delaware   61-1789640

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2709 NORTH ROLLING ROAD, SUITE 138

WINDSOR MILL,

MARYLAND 21244

(Address of principal executive offices, including Zip Code)

 

(443) 407-7564

(Registrant’s Telephone Number, including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   CNXA   Nasdaq Capital Market

 

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. Yes ☒ No ☐

 

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). Yes ☒ No ☐

 

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 ☐
Non-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 ☐ No

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of March 4, 2024, was 22,172,447.

 

 

 

 

 

 

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, 2023, filed on September 14, 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

 

  Page
   
PART I - FINANCIAL INFORMATION: F-1
   
Item 1. Consolidated Financial Statements (Unaudited) F-1
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
   
Item 4. Controls and Procedures 13
   
PART II - OTHER INFORMATION: 14
   
Item 1. Legal Proceedings 14
   
Item 1A. Risk Factors 14
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
   
Item 6. Exhibits 17
   
SIGNATURES 18

 

ii

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

CONNEXA SPORTS TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS (IN US$)

JANUARY 31, 2024 (UNAUDITED) AND APRIL 30, 2023

 

   JANUARY 31,   APRIL 30, 
   2024   2023 
   (UNAUDITED)    (AUDITED) 
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $17,192,733   $202,095 
Accounts receivable, net   336,100    399,680 
Inventories, net   1,331,011    3,189,766 
Prepaid inventory   640,313    936,939 
Prepaid expenses and other current assets   244,353    263,020 
           
Total Current Assets   19,744,510    4,991,500 
           
Non-Current Assets:          
Note receivable - former subsidiary   2,000,000    2,000,000 
Fixed assets, net of depreciation   -    14,791 
Intangible assets, net of amortization   1,000    101,281 
           
Total Non-Current Assets   2,001,000    2,116,072 
           
           
TOTAL ASSETS  $21,745,510   $7,107,572 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)          
           
LIABILITIES          
Current Liabilities:          
Accounts payable  $3,704,235   $5,496,629 
Accrued expenses   3,280,365    4,911,839 
Accrued interest   114,308    25,387 
Accrued interest - related party   917,957    917,957 
Current portion of notes payable, net of discount   4,478,336    1,484,647 
Derivative liabilities   3,801,381    10,489,606 
Contingent consideration   -    418,455 
Other current liabilities   159,018    22,971 
           
Total Current Liabilities   16,455,600    23,767,491 
           
Long-Term Liabilities:          
Notes payable related parties, net of current portion   1,244,584    1,953,842 
           
Total Long-Term Liabilities   1,244,584    1,953,842 
           
Total Liabilities   17,700,184    25,721,333 
           
Commitments and contingency   -    - 
           
SHAREHOLDERS’ EQUITY (DEFICIT)          
Common stock, par value, $0.001, 300,000,000 shares authorized, 20,572,447 and 338,579 shares issued and outstanding as of January 31, 2024 and April 30, 2023, respectively   20,572    339 
Additional paid in capital   158,449,736    132,993,998 
Accumulated deficit   (154,607,884)   (151,750,610)
Accumulated other comprehensive income   182,902    142,512 
           
Total Stockholders’ Equity (Deficit)   4,045,326    (18,613,761)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $21,745,510   $7,107,572 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-1

 

 

CONNEXA SPORTS TECHNOLOGIES, INC

CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$) (UNAUDITED)

NINE AND THREE MONTHS ENDED JANUARY 31, 2024 AND 2023

 

   JANUARY 31,   JANUARY 31,   JANUARY 31,   JANUARY 31, 
   2024   2023   2024   2023 
   NINE MONTHS ENDED   THREE MONTHS ENDED 
   JANUARY 31,   JANUARY 31,   JANUARY 31,   JANUARY 31, 
   2024   2023   2024   2023 
                 
NET SALES  $7,485,708   $7,632,940   $2,069,559   $1,605,783 
                     
COST OF SALES   4,653,281    5,254,781    776,844    535,957 
          .            
GROSS PROFIT   2,832,427    2,378,159    1,292,715    1,069,826 
                     
                     
OPERATING EXPENSES                    
Selling and marketing expenses   1,282,965    1,374,674    735,575    270,722 
General and administrative expenses   6,871,647    9,560,432    2,750,262    1,836,083 
Research and development costs   -    65,164    -    3,638 
                     
Total Operating Expenses   8,154,612    11,000,270    3,485,837    2,110,443 
                     
OPERATING LOSS   (5,322,185)   (8,622,111)   (2,193,122)   (1,040,617)
                     
NON-OPERATING INCOME (EXPENSE)                    
Amortization of debt discounts   (846,242)   (3,145,977)   (55,980)   (273,755)
Loss on conversion of accounts payable to common stock   (289,980)   -    -    - 
Change in fair value of derivative liability   18,523,422    3,295,687    1,578,615    (3,491,910)
Derivative expense   (14,119,784)   (8,995,962)   (2,721,195)   (1,715,557)
Interest expense   (802,505)   (647,817)   (380,946)   (213,614)
Interest expense - related party   -    (177,733)   -    (95,319)
                     
Total Non-Operating Income (Expenses)   2,464,911    (9,671,802)   (1,579,506)   (5,790,155)
                     
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES   (2,857,274)   (18,293,913)   (3,772,628)   (6,830,772)
                     
DISCONTINUED OPERATIONS                    
Loss from discontinued operations   -    (4,461,968)   -    (635,111)
Loss on disposal of subsidiaries   -    (41,413,892)   -    (41,413,892)
LOSS FROM DISCONTINUED OPERATIONS   -    (45,875,860)   -    (42,049,003)
                     
NET INCOME (LOSS) FROM OPERATIONS BEFORE                    
PROVISION FOR INCOME TAXES   (2,857,274)   (64,169,773)   (3,772,628)   (48,879,775)
                     
Provision for income taxes   -    -    -    - 
                     
NET INCOME (LOSS)  $(2,857,274)  $(64,169,773)  $(3,772,628)  $(48,879,775)
                     
Other comprehensive income (loss)                    
Foreign currency translations adjustment   68,318    13,016    95,338    (158,720)
Comprehensive income (loss)  $(2,788,956)  $(64,156,757)  $(3,677,290)  $(49,038,495)
                     
Net income (loss) per share - basic and diluted (see Note 3)                    
Continuing operations  $(23.13)  $(70.11)  $(14.29)  $(20.60)
Discontinued operations  $-   $(175.82)  $-   $(126.79)
                     
Net loss per share - basic and diluted  $(23.13)  $(245.94)  $(14.29)  $(147.39)
                     
Weighted average common shares outstanding - basic and diluted   693,092    260,918    912,147    331,631 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-2

 

 

CONNEXA SPORTS TECHNOLOGIES, INC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (IN US$) (UNAUDITED)

FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

 

   Shares   Amount   Capital   Income   Deficit   Total 
           Accumulated         
       Additional   Other         
   Common Stock   Paid-In   Comprehensive   Accumulated     
   Shares   Amount   Capital   Income   Deficit   Total 
                         
Balance - May 1, 2022   104,871   $105   $113,053,790   $54,962   $(80,596,925)  $32,511,932 
                               
Stock issued for:                              
Conversion of notes payable   109,737    110    14,046,190    -    -    14,046,300 
Acquisition   14,960    15    915,530    -    -    915,545 
Services   625    1    35,249    -    -    35,250 
Cash   26,219    26    4,194,974    -    -    4,195,000 
Fractional share issuance   38    -    -    -    -    - 
Share-based compensation   -    -    277,625    -    -    277,625 
Change in comprehensive income   -    -    -    58,139    -    58,139 
Net loss for the period   -    -    -    -    (4,266,431)   (4,266,431)
                               
Balance - July 31, 2022   256,450   $257   $132,523,358   $113,101   $(84,863,356)  $47,773,360 
                               
Stock issued for:                              
Cashless exercise of warrants   750    1    (1)   -    -    - 
Acquisition   48,098    48    (48)   -    -    - 
Cash   25,463    25    (25)   -    -    - 
Share-based compensation   -    -    277,625    -    -    277,625 
Change in comprehensive income   -    -    -    113,597    -    113,597 
Net loss for the period   -    -    -    -    (11,023,567)   (11,023,567)
                               
Balance - October 31, 2022   330,761   $331   $132,800,909   $226,698   $(95,886,923)  $37,141,015 
                               
Stock issued for:                              
Services   150    -    1,836    -    -    1,836 
Acquisition   7,668    7    (7)   -    -    - 
Share-based compensation   -    -    191,261    -    -    191,261 
Change in comprehensive income   -    -    -    (158,720)   -    (158,720)
Net loss for the period   -    -    -    -    (48,879,775)   (48,879,775)
                               
Balance - January 31, 2023   338,579   $338   $132,993,999   $67,978   $(144,766,698)  $(11,704,383)
                               
Balance - May 1, 2023   338,579   $339   $132,993,998   $142,512   $(151,750,610)  $(18,613,761)
                               
Stock issued for:                              
Services   188    -    -    -    -    - 
Accounts payable   67,500    67    559,913    -    -    559,980 
Acquisition   1,350    1    (1)   -    -    - 
Cashless exercise of warrants   27,000    27    (27)   -    -    - 
Satisfaction of profit guarantee on note payable   93,680    94    558,200    -    -    558,294 
Share-based compensation   -    -    -    -    -    - 
Change in comprehensive income   -    -    -    (27,020)   -    (27,020)
Net loss for the period   -    -    -    -    (846,765)   (846,765)
                               
Balance - July 31, 2023   528,297   $528   $134,112,083   $115,492   $(152,597,375)  $(18,369,272)
                               
Stock issued for:                              
Services   13,707    14    28,048    -    -    28,062 
Fractional adjustment in reverse split   35,683    36    (36)   -    -    - 
Acquisition / Contingent consideration   1,964    2    418,453    -    -    418,455 
Cashless exercise of warrants   1,708,152    1,708    (1,708)   -    -    - 
Satisfaction of profit guarantee on note payable   85,000    85    210,716    -    -    210,801 
Reclassification of derivative liability upon amendment of agreement   -    -    1,456,854    -    -    1,456,854 
Change in comprehensive income   -    -    -    95,338    -    95,338 
Net income for the period   -    -    -    -    1,762,119    1,762,119 
                               
Balance - October 31, 2023   2,372,803   $2,373   $136,224,410   $210,830   $(150,835,256)  $(14,397,643)
                               
Stock issued for:                              
Services   756,069    756    267,140    -    -    267,896 
Cash (including warrants)   11,962,803    11,963    17,949,865    -    -    17,961,828 
Acquisition / Contingent consideration   56    -    -    -    -    - 
Cashless exercise of warrants   2,913,216    2,913    (2,913)   -    -    - 
Satisfaction of profit guarantee on note payable   2,567,500    2,567    705,387    -    -    707,954 
Reclassification of derivative liability upon amendment of agreement   -    -    1,118,347    -    -    1,118,347 
Conversion of deferred copensation to warrants (equity)   -    -    2,187,500    -    -    2,187,500 
Change in comprehensive income   -    -    -    (27,928)   -    (27,928)
Net loss for the period   -    -    -    -    (3,772,628)   (3,772,628)
                               
Balance - January 31, 2024   20,572,447   $20,572   $158,449,736   $182,902   $(154,607,884)  $4,045,326 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3

 

 

CONNEXA SPORTS TECHNOLOGIES, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$) (UNAUDITED)

NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

 

   2024   2023 
CASH FLOW FROM OPERTING ACTIVIITES          
Net income (loss)  $(2,857,274)  $(64,169,773)
Adjustments to reconcile net income (loss) to net cash used in operating activities          
Depreciation, amortization and impairment expense   115,072    106,199 
Change in fair value of derivartive liability   (18,523,422)   (3,295,687)
Shares and warrants issued for services   295,958    37,086 
Share-based compensation   -    746,511 
Loss on disposal   -    41,413,892 
Derivative expense   14,119,784    7,280,405 
Non-cash transaction costs   -    85,080 
Amortization of debt discounts   846,242    3,145,977 
Settlement expense   1,477,049    - 
Loss on settlement of accounts payable   289,980    - 
           
Changes in assets and liabilities, net of acquired amounts          
Accounts receivable   202,308    (1,502,455)
Inventories   1,858,755    3,886,603 
Prepaid inventory   296,626    (424,945)
Prepaid expenses and other current assets   22,972    37,460 
Accounts payable and accrued expenses   (1,935,800)   (1,361,952)
Other current liabilities   954,383    320,187 
Accrued interest   88,921    141,773 
Accrued interest - related parties   -    90,501 
Total adjustments   108,828    50,706,635 
           
Net cash used in operating activities of continuing operations   (2,748,446)   (13,463,138)
Net cash provided by operating activities of discontinued operations   -    6,617,328 
Net cash used in operating activities   (2,748,446)   (6,845,810)
           
CASH FLOWS FROM FINANCING ACTIVITES          
Proceeds from issuance of common stock for cash   17,961,828    9,194,882 
Proceeds from notes payable   3,728,000    1,390,000 
Payments of notes payable - related parties   (710,216)   (62,434)
Payments of notes payable   (1,289,939)   (4,040,676)
Net cash provided by financing activities   19,689,673    6,481,772 
           
Effect of exchange rate fluctuations on cash and cash equivalents   49,411    15,786 
           
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH   16,990,638    (348,252)
           
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD   202,095    665,002 
           
CASH AND RESTRICTED CASH - END OF PERIOD  $17,192,733   $316,750 
           
CASH PAID DURING THE PERIOD FOR:          
Interest expense  $706,942   $482,687 
           
Income taxes  $-   $- 
           
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:          
           
Conversion of convertible notes payable and accrued interest to common stock  $-   $14,046,300 
Shares issued for contingent consideration  $418,455   $915,545 
Warrants granted for deferred compensation  $2,187,500    - 
Derivative liability recorded for shares and warrants issued in private placement  $-   $4,999,882 
Note receivable issued in sale of PlaySight  $-   $2,000,000 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-4

 

 

CONNEXA SPORTS TECHNOLOGIES INC.

NOTES TO 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 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger Bag Americas acquired 50,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownership of Slinger Bag Americas to Lazex in exchange for the 50,000 shares of Lazex acquired on August 23, 2019. As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 50,000 shares of common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

 

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 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2020, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

 

On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”). On December 5, 2022, the Company sold 75% of Foundation Sports back to the original sellers. As a result, at that time, the Company recorded a loss on the sale and deconsolidated Foundation Sports.

 

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.

 

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. In November 2022, the Company sold PlaySight and recorded a loss on the sale.

 

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”.

 

On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references to the outstanding stock have been retrospectively adjusted to reflect this reverse split. The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market.

 

F-5

 

 

On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of the letter. The Company timely submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with the Minimum Stockholders’ Equity Requirement. On January 22, 2024, the Company consummated and received a cash investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326, which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement. On January 30, 2024, the Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12, 2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3). Instead, Nasdaq will issue a delist determination letter and the Company will have the opportunity to request a new hearing. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

On November 14, 2023, the Company issued 224,472 shares of Common Stock to Sapir LLC. Sapir LLC is controlled by Aitan Zacharin, an investor relations and financial structuring consultant to the Company who is a party to an amended and restated consulting agreement with the Company dated April 30, 2020 (the “AZ Consulting Agreement”). Pursuant to the AZ Consulting Agreement, the Company owed Mr. Zacharin $127,500 as consulting fee compensation through November 30, 2023 (the “Consulting Fee Compensation”). In addition, the Company granted Mr. Zacharin $127,500 as discretionary compensation (“Discretionary Compensation”) pursuant to Section 2.1(d) of the AZ Consulting Agreement. In consideration of the Consulting Fee Compensation and the Discretionary Compensation, the issuance of shares of Common Stock consisted of (i) 160,338 shares of Common Stock as payment of the Consulting Fee Compensation, and (ii) 64,134 shares of Common Stock as payment of the Discretionary Compensation.

 

On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. 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.

 

On December 6, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Armistice Selling Shareholder of certain of the Company’s existing warrants to purchase up to a total of 4,972,203 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 1,410,151 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of five year (the “September 2022 Five Year Warrants”); (ii) 3,109,563 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of seven and one half years (the “September 2022 Seven and a Half Year Warrants”); and (iii) 452,489 shares of Common Stock issuable upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022 Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “Existing Warrants).

 

F-6

 

 


Pursuant to the Inducement Letter, the Armistice Selling Shareholder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 4,972,203 shares of Common Stock at a reduced exercise price of $0.294 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 9,944,406 shares of Common Stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of $1,461,827.68 from the exercise of the Existing Warrants by the Holder, before deducting offering expenses payable by us. The transaction closed on December 7, 2023 (the “Closing Date”).

 

The resale of the shares of the Common Stock underlying the Existing Warrants and 224,472 shares of Common Stock owned by Sapir LLC, a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No. 333-275407), declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

 

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if it is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within sixty (60) days after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 120 days following the Closing Date and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company will have to pay partial liquidated damages pursuant to the Resale Registration Statement provision of the Inducement Letter if certain deadlines and requirements are not met. In the Inducement Letter, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception). In addition, the Company agreed in the Inducement Letter to grant the Holder a participation right in future financings until the date the principal amount of a promissory note issued to the Holder in January 2023 and as modified in October 2023 has been fully repaid.

 

On December 12, 2023, the Company received a letter (“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 10, 2024, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance by June 10, 2024, the Company may be eligible for an additional 180-calendar day compliance period. To qualify for additional time, the Company would 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 would 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. If the Company is notified by Nasdaq that its securities will be subject to delisting, the Company may appeal the delisting determination and request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the request for a Panel is timely made, any further suspension or delisting action would be stayed pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.

 

There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, and maintain compliance with other Nasdaq listing requirements.

 

F-7

 

 

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash. The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full. In order to secure payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in the following collateral: all present and future accounts receivable. 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. The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount (as defined below).

 

On January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the “Investors”) for the issuance and sale to each investor of (i) 2,330,200 shares of common stock (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of its common stock at a combined purchase price of $0.20 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable beginning on the date stockholder approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full. The aggregate number of Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded Warrants is 75,509,400.

 

On January 23, 2024, the Company issued 200,000 shares of Common Stock to Smartsports LLC. Smartsports LLC is an investor relations consultant to the Company who is a party to a consulting agreement with the Company dated January 23, 2024 (the “Smartsports Consulting Agreement”). Pursuant to the Smartsports Consulting Agreement, the Company agreed to issue and deliver to Smartsports LLC 200,000 shares of its common stock as a consulting fee for the provision of investor relations services (the “Consulting Fee Compensation”) and use its commercially reasonable efforts to prepare and file with the Securities Exchange Commission a registration statement covering the resale of all of the Shares on Form S-1 as soon as is reasonably practicable.

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

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.

 

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface are collectively referred to as the “Company.”

 

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 consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface for the periods ended January 31, 2024 and 2023. The operations of Foundation Sports and PlaySight are included as discontinued operations in our statements of operations as these entities were sold in November 2022 and December 2022 for the period ended July 31, 2022.

 

F-8

 

 

Impact of COVID-19 Pandemic

 

The Company continues to carefully monitor the global COVID-19 pandemic status and its impact on its business. In that regard, while the Company has continued to sell its products it has previously experienced certain minor 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, the on-going global efforts to contain it. 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 currently 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.

 

Impact of Israel and Hamas Conflict

 

Because we develop products in Israel and our chief marketing officer is located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

 

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on the Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of October 11, 2023, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of a currently indefinite number of civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.

 

The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023, the Central Bank of Israel announced its intent to sell up to $30 billion order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct is business, operations and affairs.

 

It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. In the event that hostilities disrupt the development of our products, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.

 

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

 

F-9

 

 

As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. If any of our employees and consultants in Israel are called for service in the current war with Hamas, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.

 

In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries, such as Turkey. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.

 

Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

 

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 $154,607,884 as of January 31, 2024, and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. These 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 the Company be unable to continue as a going concern.

 

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 selling PlaySight, as well as selling 75% of Foundation Sports in November and December 2022, respectively to the former shareholders of those companies. There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all. We have recorded the 25% investment in Foundation Sprots at $0.

 

F-10

 

 

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 nine months ended January 31, 2024, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending April 30, 2024 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, filed with the Securities and Exchange Commission on September 14, 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.

 

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 $200,000 and $209,690 in allowance for doubtful accounts as of January 31, 2024 and April 30, 2023, respectively.

 

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 January 31, 2024 and April 30, 2023 consisted of the following:

 

   January 31, 2024   April 30, 2023 
Finished Goods  $884,130   $1,509,985 
Component/Replacement Parts   700,718    1,712,553 
Capitalized Duty/Freight   36,628    517,228 
Inventory Reserve   (290,465)   (550,000)
Total  $1,331,011   $3,189,766 

 

F-11

 

 

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 5 years.

 

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-12

 

 

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.

 

F-13

 

 

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.

 

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 was calculated using Level 3 inputs. The fair value of contingent consideration as of January 31, 2024 and April 30, 2023 was $0 and $418,455, respectively. The Company issued shares in October 2023 to settle the contingent consideration.

 

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 nine months ended January 31, 2024:

 

Note derivative is related to 

January 31, 2024

balance

  

(Gain) loss for the

nine months

ended January 31, 2024

 
8/6/21 convertible notes  $6,958   $(94,966)
6/17/22 underwriter warrants   651    (5,880)
9/30/22 warrants issued with common stock   -    (5,085,897)
1/6/2023 warrants issued with note payable   -    (14,402,996)
10/11/2023 warrants issued with note payable   62,261    (228,353)
12/7/2023 warrants issued with note payable   3,731,511    1,010,316 
Total  $3,801,381   $(18,802,476)

 

F-14

 

 

The Black-Scholes option pricing model assumptions for the derivative liabilities during the periods ended January 31, 2024 and 2023 consisted of the following:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     2.7510 years       3.51-10 years  
Stock price volatility     150 %     50-150 %
Risk free interest rate     4.08-5.37 %     2.90%-4.34 %
Expected dividends     0 %     0 %

 

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 Company also acquired intangible assets as a part of the Gameface acquisition. These intangible assets include tradenames, internally developed software, and customer relationships. The acquired intangible assets are amortized based on the estimated present value of cash flows of each class of intangible assets in order to determine their economic useful life. During the nine months ended January 31, 2024, the Company impaired their intangible assets down to a nominal value of $1,000 as the technology has changed and Management determined the value to be greater than the fair value of those assets. Refer to Note 5 for more information.

 

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 impaired $100,281 in intangible assets and $14,791 in fixed assets during the nine months ended January 31, 2024. Refer to Note 5 for more information.

 

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.

 

F-15

 

 

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.

 

The Company impaired all goodwill as of April 30, 2023.

 

Share-Based Payment

 

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.

 

The warrants granted during the periods ended January 31, 2024 and 2023 were valued using a Black-Scholes option pricing model on the date of grant using the following assumptions:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     5 years       510 years  
Stock price volatility     150 %     50% - 150 %
Risk free interest rate     4.59 %     2.50% - 4.27 %
Expected dividends     0 %     0 %

 

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.

 

Earnings Per Share

 

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.

 

F-16

 

 

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 adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

 

F-17

 

 

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. The adoption of the new standard did not have a material effect on the Company’s consolidated 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 January 31, 2024 and April 30, 2023, the Company had three and two customers that accounted for 96% and 47% of the Company’s trade receivables balance, respectively.

 

Accounts Payable Concentration

 

As of January 31, 2024 and April 30, 2023, the Company had four significant suppliers that accounted for 63%, and 59% of the Company’s trade payables balances, respectively.

 

Note 5: INTANGIBLE ASSETS

 

Intangible assets reflect only those intangible assets of our continuing operations, and consist of the following:

 

   (in years)   Carrying Value   Amortization   Loss   Value 
   Weighted     
   Average Period   January 31, 2024 
   Amortization (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
Tradenames and patents   15.26   $385,582   $24,031   $360,551   $1,000 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,740,905   $1,000 

 

F-18

 

 

   (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
   Weighted     
   Average Period   April 30, 2023 
   Amortization (in years)  

Carrying

Value

  

Accumulated

Amortization

  

Impairment

Loss

  

Net Carrying

Value

 
Tradenames and patents   15.26   $385,582   $24,031    260,270   $101,281 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,640,624   $101,281 

 

Amortization expense for the nine months ended January 31, 2024 and 2023 was approximately $0 and $4,335, respectively. The Company impaired $100,281 in the nine months ended January 31, 2024. The remaining $1,000 is a nominal value related to the Company’s patents. This amount is not expected to be amortized any further.

 

Note 6: ACCRUED EXPENSES

 

The composition of accrued expenses is summarized below:

 

    January 31, 2024     April 30, 2023  
Accrued payroll   $ 1,198,357     $ 1,535,186  
Accrued bonus     864,214       1,720,606  
Accrued professional fees     35,000       490,424  
Other accrued expenses     1,182,794       1,165,623  
Total   $ 3,280,365     $ 4,911,839  

 

Note 7: NOTE PAYABLE - RELATED PARTY

 

The discussion of note payable – related party only includes those that existed as of April 30, 2023. For a discussion of all prior note payable – related party we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

On January 14, 2022, the Company entered into two loan agreements with related party lenders, 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 April 30, 2022 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. On June 28, 2022, the Company entered into amendments for the two related party loan agreements with the lenders in which the repayment date was extended to July 31, 2024.

 

There was $1,244,584 and $1,953,842 in outstanding borrowings from related parties as of January 31, 2024 and April 30, 2023. Interest expense related to the related parties for the nine months ended January 31, 2024 and 2023 amounted to $0 and $177,733 respectively. Accrued interest due to related parties as of January 31, 2024 and April 30, 2023 amounted to $917,957 and $917,957, respectively. The accrued interest includes notes that were either repaid or converted but the interest remained.

 

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 and accrued interest in respect of the Loan Agreements (as defined above) and certain other expenses they incurred in connection with the Company.

 

F-19

 

 

Note 8: CONVERTIBLE NOTES PAYABLE

 

The discussion of convertible notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior convertible notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

As of April 30, 2023, all outstanding convertible notes payable had been fully converted into outstanding common shares. On June 17, 2022, the Company issued 109,737 shares of common stock in conversion of the $13,200,000 in convertible notes payable and $846,301 in accrued interest. In addition, the remaining $122,222 of unamortized discount on the convertible notes payable was amortized and included in our consolidated statements of operations for the nine months ended January 31, 2023.

 

Note 9: NOTES PAYABLE

 

The discussion of notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

On April 11, 2021, the Company and the lender entered into an agreement whereby the lender converted the promissory note into 681 shares of Company stock, which were issued to the lender at a 20% discount from the closing price of the stock on the day prior to the conversion. In addition to the discount, the agreement contains a guarantee that the aggregate gross sales of the shares by the lender will be no less than $1,500,000 over the next three years and if the aggregate gross sales are less than $1,500,000 the Company will issue additional shares of common stock to the lender for the difference between the total gross proceeds and $1,500,000, which could result in an infinite number of shares being required to be issued.

 

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 $1,501,914 loss on extinguishment of debt, which represented the difference between the promissory note and the fair value of the shares issued of $1,250,004, which were recorded in shares issued in connection with conversion of note payable within shareholders’ equity, as well as the derivative liability of $1,251,910, which was valued using a Black-Scholes option pricing model.

 

The fair value of the derivative liability was $1,456,854 as of August 20, 2023.

 

On August 21, 2023, the Company amended its arrangement with MidCity and agreed to issue 42,500 shares of stock monthly for eight months to settle the profit guarantee under its prior note arrangement from April 2020. The parties agreed to a one-time true-up at March 31, 2024 if any further amounts are due MidCity at that time. As a result of this new agreement with MidCity fixing the terms of the guarantee, the Company has removed the criteria that created a net share settlement issue and thus no longer treats this as a derivative liability. The remaining liability has been adjusted against additional paid in capital at the date of the agreement.

 

On February 15, 2022, for and in consideration of $4,000,000 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 (collectively, the “Consigned Goods”). The Company has repaid the $4,000,000 as of April 30, 2023 (and as of January 31, 2023).

 

F-20

 

 

On April 1, 2022, the Company entered into a $500,000 note payable. The note was to mature on July 1, 2022 and bears interest at eight percent (8%) per year. The Company pays interest monthly and will pay all accrued and unpaid interest on the maturity date in which the outstanding principal is due. On August 1, 2022, the Company repaid the $500,000.

 

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 $1,124,250 in future receivables (the “UFS Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $750,000 in cash less fees of $60,000. The Company agreed to pay UFS $13,491 each week for the first three weeks and thereafter $44,970 per week until the UFS Receivables Purchased Amount is paid in full.

 

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.

 

UFS Agreement #2

 

On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.

 

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 #1

 

The Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold $1,124,250 in future receivables (the “Cedar Receivables Purchased Amount”) to Cedar in exchange for payment to the Company of $750,000 in cash less fees of $60,000. The Company agreed to pay Cedar $13,491 each week for the first three weeks and thereafter $44,970 per week until the Cedar Receivables Purchased Amount is paid in full.

 

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.

 

F-21

 

 

Cedar Agreement #2

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

Armistice

 

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 $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 $8.84 per share, so the Warrants in respect of the initial advance under the Note are exercisable for up to 452,489 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 $8.84 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 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”). The Company measured the warrants granted on January 6, 2023 at $3,715,557, and discounted the note payable to $0 and recorded a derivative expense of $1,715,557.

 

On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with the Lenders and the Agent amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan. The modification of the original January 6, 2023, loan represented a material modification, and the original loan has been extinguished, and the New Loan in the amount of $3,000,000 has been recorded. As a result of the extinguishment, the Company recognized there was no gain or loss recognized as all of the discounts associated with the original notes were fully amortized. On October 11, 2023, the Company recognized a discount related to the issuance of the warrants noted below that will be amortized through the maturity date of the New Loan, April 11, 2024.

 

In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable nine months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

 

The Company recorded a derivative liability related to the warrants granted with the October 11, 2023 amendment in the amount of $290,514. This discount is being amortized over the life of the note.

 

F-22

 

 

Meged Agreement

 

On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.

 

Meged Agreement #2

 

On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged 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.

 

Agile Capital Funding #1

 

On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. 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.

 

Agile Capital Funding #2

 

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash. The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full. In order to secure payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in the following collateral: all present and future accounts receivable. 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. The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount.

 

Cedar Funding

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

F-23

 

 

Note 10: 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 $1,244,584 and $1,953,842 and accrued interest of $917,957 and $917,957 due to a related party as of January 31, 2024 and April 30, 2023, respectively (see Note 7).

 

The Company recognized net sales of $105,400 and $92,887 during the nine months ended January 31, 2024 and 2023, respectively, to related parties. As of January 31, 2024 and 2023, related parties had accounts receivable due to the Company of $71,048 and $91,857, respectively.

 

Note 11: SHAREHOLDERS’ EQUITY (DEFICIT)

 

Common Stock

 

The Company has XXX shares of common stock authorized with a par value of $0.001 per share. As of January 31, 2024 and April 30, 2023, the Company had 20,572,447 and 338,579 shares of common stock issued and outstanding, respectively.

 

For the period May 1, 2023 through July 31, 2023, the Company issued 189,718 shares of common stock to ambassadors under their agreements (188), to vendors in settlement of accounts payable (67,500), for settlement with former owners of FSS (1,350), for the exercise of warrants (27,000) and to satisfy the profit guarantee on a note (93,680).

 

For the period August 1, 2023 through October 31, 2023, the Company issued 1,844,506 shares of common stock for services rendered (13,707), for settlement with former owners of Gameface and the remaining contingent consideration (1,964), for the exercise of warrants (1,708,152) and to satisfy the profit guarantee on a note (85,000). In addition, we issued 35,683 to satisfy our requirement under the 1 for 40 reverse split that occurred in this time period.

 

For the period November 1, 2023 through January 31, 2024, the Company issued 18,199,644 shares of common stock in exercises of warrants and in a securities purchase agreement with three investors (11,962,803), shares owed to shareholders of previously purchased companies (56), settlements (2,567,500), services rendered (756,069), and cashless exercises of warrants (2,913,216).

 

Equity Transactions During the Year Ended April 30, 2023

 

The Company has issued an aggregate of 151,579 shares of its common stock consisting of the following:

 

  On June 15, 2022, the Company issued 109,737 shares of common stock to the Convertible Noteholders upon conversion of convertible notes.
   
  On June 15, 2022, the Company issued 26,219 shares to investors who participated in the Company’s Nasdaq uplist round.
   
  On June 27, 2022, the Company issued 625 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 14,960 shares of common stock to the former Gameface shareholders in connection with the purchase of Gameface.

 

F-24

 

 

  On August 25, 2022, the Company issued 750 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) 25,463 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 295,050 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $15.60 per share of the common stock and associated common stock warrant and $15.596 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 $0.0004 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 320,513 shares of common stock at an exercise price of $15.60 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 641,026 common stock warrants to purchase 641,026 shares of common stock at an exercise price of $17.20 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. Net proceeds to the Company were $4,549,882.
   
  On October 12, 2022, the Company issued 48,098 shares of common stock, on November 21, 2022 issued 675 shares of common stock and January 26, 2023 issued 6,993 shares of common stock in connection with the acquisition of PlaySight.
   
  On January 26, 2023, the Company issued 150 shares of common stock for services rendered to their ambassadors.

 

The Company granted the following warrants for the nine months ended January 31, 2024:

 

The Company granted 50,000 warrants to a consultant for services valued at $50,873.

 

The Company granted their investor an additional 7,717,874 warrants as a result of our reset provisions in the warrant agreements dated September 28, 2022. The Company recognized an $11,398,589 charge to derivative expense as a result of this issuance.

 

The Company granted 169,196 warrants in the amended loan agreement on October 1, 2023.

 

On December 6, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Armistice Selling Shareholder of certain of the Company’s existing warrants to purchase up to a total of 4,972,203 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 1,410,151 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of five year (the “September 2022 Five Year Warrants”); (ii) 3,109,563 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of seven and one half years (the “September 2022 Seven and a Half Year Warrants”); and (iii) 452,489 shares of Common Stock issuable upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022 Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “Existing Warrants).

 

Pursuant to the Inducement Letter, the Armistice Selling Shareholder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 4,972,203 shares of Common Stock at a reduced exercise price of $0.294 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 9,944,406 shares of Common Stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of $1,461,827.68 from the exercise of the Existing Warrants by the Holder, before deducting offering expenses payable by us. The transaction closed on December 7, 2023 (the “Closing Date”).

 

F-25

 

 

On January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the “Investors”) for the issuance and sale to each investor of (i) 2,330,200 shares of common stock (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of its common stock at a combined purchase price of $0.20 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable beginning on the date stockholder approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full. The aggregate number of Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded Warrants is 75,509,400.

 

The resale of the shares of the Common Stock underlying the Existing Warrants and 224,472 shares of Common Stock owned by Sapir LLC, a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No. 333-275407), declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

 

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if it is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within sixty (60) days after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 120 days following the Closing Date and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company will have to pay partial liquidated damages pursuant to the Resale Registration Statement provision of the Inducement Letter if certain deadlines and requirements are not met. In the Inducement Letter, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception). In addition, the Company agreed in the Inducement Letter to grant the Holder a participation right in future financings until the date the principal amount of a promissory note issued to the Holder in January 2023 and as modified in October 2023 has been fully repaid.

 

On January 20, 2024 the Company granted two of their officers 11,697,862 warrants with a strike price of $0.001 and a term of ten years in conversion of $2,187,500 in deferred compensation that was accrued for them.

 

Warrants Granted During the Year Ended April 30, 2023

 

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) 25,463 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 295,050 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $15.60 per share of the common stock and associated common stock warrant and $15.596 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 $0.0004 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 320,513 shares of common stock at an exercise price of $15.60 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 641,026 common stock warrants to purchase 641,026 shares of common stock at an exercise price of $17.20 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 became exercisable beginning on the date stockholder approval was received and effective allowing exercisability of the Warrants and Pre-Funded Warrants under Nasdaq rules. The exercise price of the Warrants was reset in January 2023 to $8.84 per share and in October 2023 to $3.546 per share.

 

F-26

 

 

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 $2,000,000 (the “Note”) at 4.33% interest per annum unless in default, 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 (or 8.84 per share after adjusting for the 1-for-40 reverse stock split), so the Warrants in respect of the initial advance under the Note are exercisable for up to 452,489 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 $8.84 per share and a term of five- and one-half (5½) years following the initial exercise date. The exercise price of the Warrants was reset in October 2023 to $1.90 per share The initial exercise date of the Warrants was the date stockholder approval was 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 was made to the Company under the Note which occurred on February 2, 2023. 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”).

 

Note 12: COMMITMENTS AND CONTINGENCIES

 

Leases

 

The Company leases office space under short-term leases with terms under a year. Total rent expense for the nine months ended January 31, 2024 and 2023 amounted to $6,983 and $9,207, respectively.

 

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 $1,334,000.

 

The Company issued 14,960 common shares to the former Gameface shareholders in June 2022. The remaining balance of the contingent consideration of $418,455 was converted on October 23, 2023.

 

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.

 

On February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper. On June 30, 2023, the United States District Court for the Southern District of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint. On July 31, 2023 Oasis filed an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. The Company believes the claims made in the amended complaint are without merit and the Company and Mike Ballardie are vigorously defending itself.

 

Except for the Oasis lawsuit against Mike Ballardie, 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.

 

F-27

 

 

Nasdaq Compliance

 

On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of the letter. The Company timely submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with the Minimum Stockholders’ Equity Requirement. On January 22, 2024, the Company consummated and received a cash investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326, which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement. On January 30, 2024, the Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12, 2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3). Instead, Nasdaq will issue a delist determination letter and the Company will have the opportunity to request a new hearing. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

On December 12, 2023, the Company received a letter (“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 10, 2024, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance by June 10, 2024, the Company may be eligible for an additional 180-calendar day compliance period. To qualify for additional time, the Company would 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 would 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. If the Company is notified by Nasdaq that its securities will be subject to delisting, the Company may appeal the delisting determination and request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the request for a Panel is timely made, any further suspension or delisting action would be stayed pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.

 

The Company offers no assurance that it will regain compliance with the Bid Price Rule and/or any other delinquency in a timely manner.

 

F-28

 

 

Note 13: DISCONTINUED OPERATIONS

 

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 $600,000; and (3) cash consideration of $2,000,000 to be paid to the Company in the form of a promissory note that matures on December 31, 2023.

 

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.

 

The Company accounted for these sales as a disposal of a business under ASC 205-20-50-1(a). The Company had reclassified the operations of PlaySight and Foundation Sports as discontinued operations as the disposal represents a strategic shift that will have a major effect on the Company’s operations and financial results.

 

The Company reclassified the following operations to discontinued operations for the nine and three months ended January 31, 2023.

  

   Nine months ended
January 31, 2023
 
Revenue  $3,954,149 
Operating expenses   8,416,117 
Other (income) loss   - 
Net loss from discontinued operations  $(4,461,968)

 

Note 14: SUBSEQUENT EVENTS

 

From February 1, 2024 through the date hereof, the Company issued the following shares of common stock:

 

  - 5,347,594 shares of common stock to Yonah Kalfa, the Company’s chief innovation officer and director, for his extraordinary contribution to the Company, which represents all but $137,000 of his deferred Base Salary, through January 31, 2024. In exchange, Mr. Kalfa has waived his right to receive all but $137,000 of his deferred Base Salary as defined and described in clause 2.1(a) of his service agreement with Slinger Bag Limited dated 7 September 2020.

 

F-29

 

 

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, 2023. 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

 

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 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger Bag Americas acquired 2,000,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownership of Slinger Bag Americas to Lazex in exchange for the 2,000,000 shares of Lazex acquired on August 23, 2019. As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 2,000,000 shares of common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

 

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 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2021, Zehava Tepler, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

 

Effective February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one forward split of its outstanding shares of common stock. All share and per share information contained in this report have been retroactively adjusted to reflect the impact of the stock split.

 

On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”).

 

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.

 

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.

 

On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references to the outstanding stock have been retrospectively adjusted to reflect this reverse split. The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market.

 

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.

 

1

 

 

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 were no longer be consolidated in the Company’s financial statements, the Company recorded a loss on the sale and the investment is now 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.

 

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.

 

The Company 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 total loss on disposal of Foundation Sports and PlaySight amounted to $41,413,892 in the year ended April 30, 2023.

 

In April 2023, the Company determined that the technology utilized in Gameface would take substantially more financial resources and more time to bring to market and achieve profitability than originally anticipated. As a result, the goodwill and intangible assets related to Gameface were fully impaired as of April 30, 2023, resulting in an impairment loss of $11,421,817. The Company previously classified Foundation Sports in continuing operations, until December 5, 2022 when they sold 75% of Foundation Sports back to the original owners at which time it deconsolidated this subsidiary and recorded a loss on the sale. The Company also determined to dispose of the PlaySight entity during the year ended April 30, 2023. The Company completed the sale in November 2022 and recorded a loss on the sale at that time. The total loss on disposal of Foundation Sports and PlaySight amounted to $41,413,892 in the year ended April 30, 2023. The Company impaired all goodwill as of April 30, 2023.

 

On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.

 

2

 

 

On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of the letter. The Company timely submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with the Minimum Stockholders’ Equity Requirement. On January 22, 2024, the Company consummated and received a cash investment of $16,500,000 (as described in more detail below), which increased the company’s stockholder equity to $4,484,993, which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement. On January 30, 2024, the Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasadaq Hearing Panel’s decision dated April 12, 2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3). Instead, Nasdaq will issue a delist determination letter and the Company will have the opportunity to request a new hearing. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.

 

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.

 

On September 13, 2023, the Company held a special meeting of stockholders in which the following items were approved: (i) the issuance of (i) 25,463 shares of the our common stock, par value $0.001 per share, that were issued on October 3, 2022, and, (ii) 295,051 shares of our common stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.00001 per share, (iii) 320,513 shares of common stock issuable upon the exercise of 5-Year Warrants at an exercise price of $15.60 per share, (iv) 641,026 shares of common stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $17.20 per share and (v) 452,489 shares of our common stock issuable upon the exercise of 5.5 Year Warrants at an exercise price per share equal to $8.84 per share to Armistice Capital Master Fund Ltd and (ii) a reverse stock split of our common stock within a range of one (1)-for-ten (10) to one (1)-for-forty (40) (“Reverse Stock Split”), with the Board of Directors of the Company to set the specific ratio and determine the date for the reverse stock split to be effective and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time within 12 months of the special meeting date. The Company effected a 1-for-40 reverse stock split of its common stock on September 25, 2023.

 

On September 25, 2023, as a result of the shareholder approval obtained at the special meeting of stockholders on September 13, 2023 and the Reverse Stock Split, the aggregate number of Pre-Funded Warrants, 5-Year Warrants, 5.5-Year Warrants and 7-Year Warrants increased from 1,709,097 to 9,426,952 due to certain adjustments that were required to be made by the terms of the relevant warrants in the event of receipt of shareholder approval and the occurrence of the Reverse Stock Split.

 

3

 

 

On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged 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.

 

On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged 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.

 

On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with a one or more institutional investors (the “Lenders”) and a certain institutional investor, as agent for the Lenders (the “Agent”) amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan.

 

In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable nine months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

 

On October 12, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to reduce the percentage of shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute a quorum for the transaction of any business from a majority to thirty three and one third percent (33 1/3%).

 

On November 14, 2023, the Company issued 224,472 shares of Common Stock to Sapir LLC. Sapir LLC is controlled by Aitan Zacharin, an investor relations and financial structuring consultant to the Company who is a party to an amended and restated consulting agreement with the Company dated April 30, 2020 (the “AZ Consulting Agreement”). Pursuant to the AZ Consulting Agreement, the Company owed Mr. Zacharin $127,500 as consulting fee compensation through November 30, 2023 (the “Consulting Fee Compensation”). In addition, the Company granted Mr. Zacharin $127,500 as discretionary compensation (“Discretionary Compensation”) pursuant to Section 2.1(d) of the AZ Consulting Agreement. In consideration of the Consulting Fee Compensation and the Discretionary Compensation, the issuance of shares of Common Stock consisted of (i) 160,338 shares of Common Stock as payment of the Consulting Fee Compensation, and (ii) 64,134 shares of Common Stock as payment of the Discretionary Compensation.

 

On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

 

4

 

 

In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. 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.

 

On December 6, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Armistice Selling Shareholder of certain of the Company’s existing warrants to purchase up to a total of 4,972,203 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 1,410,151 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of five year (the “September 2022 Five Year Warrants”); (ii) 3,109,563 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of seven and one half years (the “September 2022 Seven and a Half Year Warrants”); and (iii) 452,489 shares of Common Stock issuable upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022 Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “Existing Warrants).

 

Pursuant to the Inducement Letter, the Armistice Selling Shareholder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 4,972,203 shares of Common Stock at a reduced exercise price of $0.294 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 9,944,406 shares of Common Stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of $1,461,827.68 from the exercise of the Existing Warrants by the Holder, before deducting offering expenses payable by us. The transaction closed on December 7, 2023 (the “Closing Date”).

 

The resale of the shares of the Common Stock underlying the Existing Warrants and 224,472 shares of Common Stock owned by Sapir LLC, a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No. 333-275407), declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

 

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if it is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within sixty (60) days after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 120 days following the Closing Date and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company will have to pay partial liquidated damages pursuant to the Resale Registration Statement provision of the Inducement Letter if certain deadlines and requirements are not met. In the Inducement Letter, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception). In addition, the Company agreed in the Inducement Letter to grant the Holder a participation right in future financings until the date the principal amount of a promissory note issued to the Holder in January 2023 and as modified in October 2023 has been fully repaid.

 

5

 

 

On December 12, On December 12, 2023, the Company received a letter (“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 10, 2024, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance by June 10, 2024, the Company may be eligible for an additional 180-calendar day compliance period. To qualify for additional time, the Company would 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 would 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. If the Company is notified by Nasdaq that its securities will be subject to delisting, the Company may appeal the delisting determination and request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the request for a Panel is timely made, any further suspension or delisting action would be stayed pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.

 

There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, and maintain compliance with other Nasdaq listing requirements.

 

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash. The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full. In order to secure payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in the following collateral: all present and future accounts receivable. 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. The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount (as defined below).

 

On January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the “Investors”) for the issuance and sale to each investor of (i) 2,330,200 shares of common stock (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of its common stock at a combined purchase price of $0.20 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable beginning on the date stockholder approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full. The aggregate number of Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded Warrants is 75,509,400.

 

On January 23, 2024, the Company issued 200,000 shares of Common Stock to Smartsports LLC. Smartsports LLC is an investor relations consultant to the Company who is a party to a consulting agreement with the Company dated January 23, 2024 (the “Smartsports Consulting Agreement”). Pursuant to the Smartsports Consulting Agreement, the Company agreed to issue and deliver to Smartsports LLC 200,000 shares of its common stock as a consulting fee for the provision of investor relations services (the “Consulting Fee Compensation”) and use its commercially reasonable efforts to prepare and file with the Securities Exchange Commission a registration statement covering the resale of all of the Shares on Form S-1 as soon as is reasonably practicable.

 

6

 

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred to as the “Company.”

 

The Company operates in the sports equipment and technology business. The Company is the owner of the Slinger Bag Launcher, which is comprised of a portable tennis ball launcher, a portable padel tennis ball launcher and a portable pickleball launcher and Gameface, providing AI technology and performance analytics for sports.

 

Results of Operations for the Three Months Ended January 31, 2024 and 2023

 

The following are the results of our operations for the three months ended January 31, 2024 as compared to 2023:

 

   For the Three Months Ended     
   January 31, 2024   January 31, 2023   Change 
   (Unaudited)   (Unaudited)     
             
Net sales  $2,069,599   $1,605,783   $463,776 
Cost of sales   776,844    535,957    240,887 
Gross Profit   1,292,715    1,069,826    222,889 
                
Operating expenses:               
Selling and marketing expenses   735,575    270,722    464,853 
General and administrative expenses   2,750,262    1,836,083    914,179 
Research and development costs   -    3,638    (3,638)
Total operating expenses   3,485,837    2,110,443    1,375,394 
Loss from operations   (2,193,122)   (1,040,617)   (1,152,505)
                
Other expenses (income):               
Amortization of debt discounts   (55,980)   (273,755)   217,775 
Loss on conversion of accounts payable to common stock   -    -    - 
Gain on change in fair value of derivative liability   1,578,615    (3,491,910)   5,070,525 
Derivative expense   (2,721,195)   (1,715,557)   (1,005,638)
Interest expense - related party   -    (95,319)   95,319 
Interest expense   (380,946)   (213,614)   (167,322)
Total other (income) expense   (1,579,506)   (5,790,155)   (4,210,649)
                
Net loss from continuing operations  $(3,772,628)  $(6,830,772)  $3,058,144 

 

Net sales

 

Net sales increased $463,776, or 29%, during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. The increase was due to incremental sales being driven by Slinger Bag Pickleball as compared to the 3 months to 31, January 2023 as Slinger Bag Pickleball had not been introduced to the market at that time. This increase in net sales came despite on-going inventory shortage issues that resulted in significant delays to meeting consumer demand due to higher than planned sales orders. Had inventory been at our normal levels, sales would have been greater in this three month period.

 

7

 

 

Cost of sales and Gross income

 

Cost of sales increased $240,887 or 45% during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023, which is primarily due to the increase in net sales. Gross income increased $222,889, or 21%, during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. This improvement in gross income is driven by a combination of the higher levels of net sales and a greater efficiencies realized in our supply chain across both container rates and ocean freight.

 

Selling and marketing expenses

 

Selling and marketing expenses increased $464,853, or 172%, during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. This increase is largely driven by an increase in social media advertising across both Tennis and Pickleball, and other investments in our public relations presence. Marketing investment was also made behind the beta launch of the Slinger Bag App for tennis.

 

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, increased $914,179 or 50% during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. This increase is primarily driven by an increase in debt settlement, legal and other professional fees in the period.

 

Research and development costs

 

Research and development costs decreased $3,638 or 100% during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. This decrease is primarily driven by our need to pause all development activity in the period due to limited cash flow being available for investment.

 

Loss From Operations

 

Loss from operations increased by $1,152,505 or 111%% in the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. This increase in loss in operations was driven by a combination of an $1,375,394 increase in total operating expenses recorded in the quarter, offset by an improvement in gross income of $222,889.

 

Other expense

 

Total other expense decreased $4,210,649 or 65% during the three months ended January 31, 2024 as compared to the three months ended January 31, 2023. We recorded an improvement in both amortization of debt discounts of $217,775 and in fair value of derivatives of $5,070,525. Excluding these improvements, we recorded other expenses totaling $3,102,141 and $2,024,490 for the periods to January 31, 2024 and 2023 respectively, an increase of $1,077,651. The increases in other expenses for the three months ended January 31, 2024 as compared to January 31, 2023 included an increase in derivative and interest expenses offset by a reduction in interest to related parties.

 

8

 

 

Results of Operations for the Nine Months Ended January 31, 2024 and 2023

 

The following are the results of our operations for the nine months ended January 31, 2024 as compared to 2023:

 

   For the Nine Months Ended     
   January 31, 2024   January 31, 2023   Change 
   (Unaudited)   (Unaudited)     
             
Net sales  $7,485,708   $7,632,940   $(147,232)
Cost of sales   4,653,281    5,254,781    (601,500)
Gross Profit   2,832,427    2,378,159    454,268 
                
Operating expenses:               
Selling and marketing expenses   1,282,965    1,374,674    (91,709)
General and administrative expenses   6,871,647    9,560,432    (2,688,785)
Research and development costs   -    65,164    (65,164)
Total operating expenses   8,154612    11,000,270    (2,845,658)
Loss from operations   (5,322,185)   (8,622,111)   3,299,926 
                
Other expenses (income):               
Amortization of debt discounts   (846,242)   (3,145,977)   2,299,735 
Loss on conversion of accounts payable to common stock   (289,980)   -    (289,980)
Gain on change in fair value of derivative liability   18,523,422    3,295,687    15,227,735 
Derivative expense   (14,119,784)   (8,995,962)   (5,123,822)
Interest expense - related party   -    (177,733)   177,773 
Interest expense   (802,505)   (647,817)   (154,688)
Total other (income) expense   2,464,911    (9,671,802)   12,136,713 
                
Net loss from continuing operations  $(2,857,274)  $(18,293,913)  $15,436,639 

 

Net sales

 

Net sales decreased $147,232, or 2%, during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023. The decrease was primarily due to inventory shortages in January 2024 due to higher than planned sales orders.

 

Cost of sales and Gross income

 

Cost of sales decreased $601,500 or 11% during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023, which is primarily due to the reduction in net sales combined with greater efficiencies realized in our supply chain, resulting in a gross margins of 37.8% and 31.2% for the nine months to 31, January 2024 and 2023 respectively. Gross income increased $454,268, or 19%, during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023 due to the reduction in cost of sales resulting from reduced net sales and efficiencies realized in both container volumes and rates and associated ocean freight.

 

Selling and marketing expenses

 

Selling and marketing expenses decreased $91,709, or 7%, during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023. This decrease is largely driven by a decrease in the costs associated with ambassador agreements that expired and were not renewed, offset by a net increase in spend against social media advertising and other investments in our public relations presence.

 

9

 

 

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 $2,688,785 or 28% during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023. This decrease is primarily driven by a decrease in share-based compensation as well as in both headcount and outside consulting costs and in all professional fees.

 

Research and development costs

 

Research and development costs decreased $65,164 or 100% during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023. This decrease is primarily a result of our need to pause all development activity in the period due to limited cash flow being available for research and development investments.

 

Loss from Operations

 

Loss from operations improved $3,299,926 or 38% in the nine months ended 31 January 2024 as compared to the nine months ended January 31, 2023. This improvement was driven by a combination of increased gross income $454,268 or 19% coupled with a reduction in total operating expenses of $2,845,658 or 26%.

 

Other expense

 

Total other expense improved $12,136,713 or 125% during the nine months ended January 31, 2024 as compared to the nine months ended January 31, 2023. We recorded a gains in fair value of derivatives of $18,523,422 compared to $3,295,687, in the nine months to January 31, 2024 compared to January 31, 2023. Excluding this gain, we had other expenses totaling $16,058,511 for the period to January 31 2024 compared to $12,967,489 for the same period to January 31, 2023 respectively, an increase in expense of $3,091,022. The increases in these other expenses for the nine months ended January 31, 2024 as compared to January 31, 2023 was a reduction in amortization of debt discounts and interest paid to related parties offset by increased expenses in loss on conversion of accounts payable to common stock and derivative expenses.

 

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 $154,607,884 as of January 31, 2024, 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 the consolidated financial statements herein. 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.

 

10

 

 

The following is a summary of our cash flows from operating, investing and financing activities for the nine months ended January 31, 2024 and 2023:

 

   For the Nine Months Ended 
   January 31, 2024   January 31, 2023 
Net cash provided by operating activities  $(2,748,446)  $(6,845,810)
Net cash used in investing activities   -    - 
Net cash (used in) financing activities   19,689,638    (6,481,772)

 

We had cash and cash equivalents of $17,192,733 as of January 31, 2024, as compared to $202,095 as of April 30, 2023.

 

Net cash used in operating activities was $(2,748,446) during the nine months ended January 31, 2024, as compared to net cash used in operating activities of $(6,845,810) during the same period in 2023. Our net cash used in operating activities during the nine months ended January 31, 2024 was primarily the result of our net income of $(2,857,274) for the period, and our net non-cash expenses of $1,379,337, incorporating the change in fair value of derivative liability, reductions in shares and warrants issued for services, share-based compensation, amortization of debt discounts, interest and interest due to related parties, settlement expense, loss on depreciation, amortization and impairment expenses, as well as changes in our current assets and liabilities related to our operations. The most notable changes occurred in our accounts receivables. inventory and prepaid inventory which all significantly decreased in the nine month periods, together with significant decreases in accounts payable, accrued expenses, derivative liabilities, contingent consideration and an increases in accrued interest, current portion of notes payable, net of discount related and other current liabilities.

 

Our net cash used in operating activities during the nine months ended January 31, 2024 was primarily the result of our net loss of $2,857,274 for the period and our net non-cash expenses of $1,279,377 as well as the changes in our operating current assets and liabilities.

 

We incurred no investing activities in either of the nine-month periods ended January 31, 2024 and 2023.

 

Net cash used in financing activities was $19,689,673 for the nine months ended January 31, 2024, as compared to net cash provided by financing activities of $6,481,772 for the same period in 2023. The changes is financing activities for the nine months ended January 31, 2024 primarily consisted of proceeds of $17,961,828 resulting from issuance of common stock and warrants, $3,728,000 from notes payable, offset by $710,216 in payments of notes payable to related parties and $1,289,939 in payments of notes payable. Changes in financing activities for the nine months ended January 31, 2023 consisted of proceeds of $9,194,882 resulting from issuance of common stock, offset with $62,434 in payments of notes to related parties and $4,040,676 in payment of notes payable.

 

On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.

 

On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.

 

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.

 

11

 

 

On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged 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.

 

On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with a one or more institutional investors (the “Lenders”) and a certain institutional investor, as agent for the Lenders (the “Agent”) amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan.

 

In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable nine months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

 

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 were $1,244,584 and $1,953,115 in outstanding borrowings from the Company’s related parties for the period ended January 31, 2024 and 2023, respectively. Accrued interest due to related parties as of January 31, 2024 and 2023 amounted to $917,957 and $ 917,957, respectively.

 

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.

 

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.

 

12

 

 

Going Concern

 

Our independent registered public accounting firm auditors’ report accompanying our April 30, 2023 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.

 

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 January 31, 2024 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, 2023, 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 January 31, 2024.

 

13

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper. On June 30, 2023, the United States District Court for the Southern District of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint. On July 31, Oasis filed an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. The Company believes the claims made in the amended complaint are without merit and the Company and Mike Ballardie are vigorously defending itself.

 

Except for the Oasis lawsuit against Mike Ballardie, 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, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following information relates to all securities issued or sold by us 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 3(b) or 4(a)(2) thereof.

 

On November 6, 2023, the Company issued 38,459 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 7, 2023, the Company issued 8,425 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 8, 2023, the Company issued 250,000 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 9, 2023, the Company issued 145,468 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 13, 2023, the Company issued 45,987 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

14

 

 

On November 13, 2023, the Company issued 42,500 shares of Common Stock to the Lender in connection with the Conversion.

 

On November 13, 2023, the Company issued 40,833 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 14, 2023, pursuant to a consulting agreement, as amended and restated on April 30, 2020, between the Company and Aitan Zacharin, the Company issued a total of 224,472 shares of Common Stock to Sapir LLC, a company controlled by Mr. Zacharin, which include (i) 160,338 shares of common stock as payment of consulting fee compensation, and (ii) 64,134 shares of common stock as payment of discretionary compensation. The shares issued to Mr. Zacharin exceeded 5% of the total common stock outstanding of the Company.

 

On November 17, 2023, the Company issued 32,157 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 20, 2023, the Company issued 214,618 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 21, 2023, the Company issued 62,952 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 27, the Company issued 56 shares of Common Stock to a former shareholder of PlaySight.

 

On November 27, 2023, the Company issued 375,127 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On November 28, 2023, the Company issued 123,128 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On December 1, 2023, the Company issued 150,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On December 1, 2023, the Company issued 793,562 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On December 6, 2023, the Company entered into the Inducement Letter with the Armistice Selling Shareholder and issued the New Warrants to purchase up to an aggregate of 9,944,406 shares of Common Stock.

 

On December 8, 2023, the Company issued 669,000 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On December 14, 2023, the Company issued 1,569,203 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On December 15, 2023, the Company issued 150,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On December 18, 2023, the Company issued 918,000 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On December 21, 2023, the Company issued 1,020,000 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

15

 

 

On December 22, 2023, the Company issued 796,000 shares of Common Stock to Armistice upon the exercise of its Pre-Funded Warrants.

 

On January 3, 2024, the Company issued 500,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On January 22, 2024, the Company issued 6,990,600 shares of Common Stock and pre-funded warrants to purchase (subject to shareholder approval) 75,509,400 shares of Common Stock to three investors.

 

On January 23, 2024, the Company issued 200,000 shares of Common Stock to Smartsports LLC as payment for the provision of investor relations services.

 

On January 25, 2024, the Company issued 750,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On January 31, 2024, the Company issued 975,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On February 16, 2024, the Company issued 1,000,000 shares of Common Stock to the Lender in connection with the Conversion.

 

On February 26, 2024, the Company issued 600,000 shares of Common Stock to the Lender in connection with the Conversion.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety disclosures

 

Not applicable.

 

Item 5. Other Information

 

16

 

 

Item 6. Exhibits

 

3.1   Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., dated September 20, 2023
     
4.1   Form of Inducement Warrant (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 7, 2023)
     
4.2   Form of Pre-Funded Warrant (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024)
     
10.1   Mark Radom Employment Agreement dated December 1, 2024 (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 6, 2023)
     
10.2   Form of Inducement Letter (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on December 7, 2023)
     
10.3   Form of Securities Purchase Agreement (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024)
     
10.4   Form of Voting Rights Agreement (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024)
     
10.5   Smartsports Consulting Agreement (Incorporated by reference to the Company’s Current Report as previously filed on Form 8-K on January 24, 2024)
     
31.1   Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)
     
31.2   Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
     
32.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350
     
32.2   Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

17

 

 

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: March 5, 2024 By: /s/ Mike Ballardie
    Mike Ballardie
    President and Chief Executive Officer
     
Dated: March 5, 2024 By: /s/ Mike Ballardie
    Mike Ballardie
   

Chief Financial Officer

    (Principal Financial Officer and Principal Accounting Officer)

 

18

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

Exhibit 31.1

 

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

 

I, Mike Ballardie, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Connexa Sports Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 5, 2024  
   
/s/ Mike Ballardie  
Mike Ballardie  
President and Chief Executive Officer  

 

 

 

 

Exhibit 31.2

 

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

 

I, Mike Ballardie, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Connexa Sports Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 5, 2024  
   
/s/ Mike Ballardie  
Mike Ballardie  
Chief Financial Officer  

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report (the “Report”) of Connexa Sports Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof, I, Mike Ballardie, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.

 

Date: March 5, 2024

 

By: /s/ Mike Ballardie  
  Mike Ballardie  
  President and Chief Executive Officer  
  (Principal Executive Officer)  

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report (the “Report”) of Connexa Sports Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof, I, Jason Seifert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report.

 

Date: March 5, 2024

 

By: /s/ Mike Ballardie  
  Mike Ballardie  
  Chief Financial Officer  
  (Principal Financial Officer and Principal Accounting Officer)  

 

 

 

v3.24.0.1
Cover - shares
9 Months Ended
Jan. 31, 2024
Mar. 04, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jan. 31, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --04-30  
Entity File Number 01-41423  
Entity Registrant Name CONNEXA SPORTS TECHNOLOGIES INC.  
Entity Central Index Key 0001674440  
Entity Tax Identification Number 61-1789640  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 2709 NORTH ROLLING ROAD  
Entity Address, Address Line Two SUITE 138  
Entity Address, City or Town WINDSOR MILL  
Entity Address, State or Province MD  
Entity Address, Postal Zip Code 21244  
City Area Code (443)  
Local Phone Number 407-7564  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol CNXA  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   22,172,447
v3.24.0.1
Consolidated Balance Sheets - USD ($)
Jan. 31, 2024
Apr. 30, 2023
Current Assets:    
Cash and cash equivalents $ 17,192,733 $ 202,095
Accounts receivable, net 336,100 399,680
Inventories, net 1,331,011 3,189,766
Prepaid inventory 640,313 936,939
Prepaid expenses and other current assets 244,353 263,020
Total Current Assets 19,744,510 4,991,500
Non-Current Assets:    
Note receivable - former subsidiary 2,000,000 2,000,000
Fixed assets, net of depreciation 14,791
Intangible assets, net of amortization 1,000 101,281
Total Non-Current Assets 2,001,000 2,116,072
TOTAL ASSETS 21,745,510 7,107,572
Current Liabilities:    
Accounts payable 3,704,235 5,496,629
Accrued expenses 3,280,365 4,911,839
Current portion of notes payable, net of discount 4,478,336 1,484,647
Derivative liabilities 3,801,381 10,489,606
Contingent consideration 418,455
Other current liabilities 159,018 22,971
Total Current Liabilities 16,455,600 23,767,491
Long-Term Liabilities:    
Total Long-Term Liabilities 1,244,584 1,953,842
Total Liabilities 17,700,184 25,721,333
Commitments and contingency
SHAREHOLDERS’ EQUITY (DEFICIT)    
Common stock, par value, $0.001, 300,000,000 shares authorized, 20,572,447 and 338,579 shares issued and outstanding as of January 31, 2024 and April 30, 2023, respectively 20,572 339
Additional paid in capital 158,449,736 132,993,998
Accumulated deficit (154,607,884) (151,750,610)
Accumulated other comprehensive income 182,902 142,512
Total Stockholders’ Equity (Deficit) 4,045,326 (18,613,761)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 21,745,510 7,107,572
Nonrelated Party [Member]    
Current Liabilities:    
Accrued interest - related party 114,308 25,387
Related Party [Member]    
Current Liabilities:    
Accrued interest - related party 917,957 917,957
Long-Term Liabilities:    
Notes payable related parties, net of current portion $ 1,244,584 $ 1,953,842
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jan. 31, 2024
Apr. 30, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 20,572,447 338,579
Common stock, shares outstanding 20,572,447 338,579
v3.24.0.1
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2024
Jan. 31, 2023
Defined Benefit Plan Disclosure [Line Items]        
NET SALES $ 2,069,559 $ 1,605,783 $ 7,485,708 $ 7,632,940
COST OF SALES 776,844 535,957 4,653,281 5,254,781
GROSS PROFIT 1,292,715 1,069,826 2,832,427 2,378,159
OPERATING EXPENSES        
Selling and marketing expenses 735,575 270,722 1,282,965 1,374,674
General and administrative expenses 2,750,262 1,836,083 6,871,647 9,560,432
Research and development costs 3,638 65,164
Total Operating Expenses 3,485,837 2,110,443 8,154,612 11,000,270
OPERATING LOSS (2,193,122) (1,040,617) (5,322,185) (8,622,111)
NON-OPERATING INCOME (EXPENSE)        
Amortization of debt discounts (55,980) (273,755) (846,242) (3,145,977)
Loss on conversion of accounts payable to common stock (289,980)
Change in fair value of derivative liability 1,578,615 (3,491,910) 18,523,422 3,295,687
Derivative expense (2,721,195) (1,715,557) (14,119,784) (8,995,962)
Total Non-Operating Income (Expenses) (1,579,506) (5,790,155) 2,464,911 (9,671,802)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,772,628) (6,830,772) (2,857,274) (18,293,913)
DISCONTINUED OPERATIONS        
Loss from discontinued operations (635,111) (4,461,968)
Loss on disposal of subsidiaries (41,413,892) (41,413,892)
LOSS FROM DISCONTINUED OPERATIONS (42,049,003) (45,875,860)
PROVISION FOR INCOME TAXES (3,772,628) (48,879,775) (2,857,274) (64,169,773)
Provision for income taxes
NET INCOME (LOSS) (3,772,628) (48,879,775) (2,857,274) (64,169,773)
Other comprehensive income (loss)        
Foreign currency translations adjustment 95,338 (158,720) 68,318 13,016
Comprehensive income (loss) $ (3,677,290) $ (49,038,495) $ (2,788,956) $ (64,156,757)
Net income (loss) per share - basic and diluted (see Note 3)        
Continuing operations basic $ 14.29 $ 20.60 $ 23.13 $ 70.11
Continuing operations diluted 14.29 20.60 23.13 70.11
Discontinued operations basic 126.79 175.82
Discontinued operations diluted 126.79 175.82
Net loss per share - basic 14.29 147.39 23.13 245.94
Net loss per share - diluted $ 14.29 $ 147.39 $ 23.13 $ 245.94
Weighted average common shares outstanding - basic 912,147 331,631 693,092 260,918
Weighted average common shares outstanding - diluted 912,147 331,631 693,092 260,918
Nonrelated Party [Member]        
NON-OPERATING INCOME (EXPENSE)        
Interest expense - related party $ (380,946) $ (213,614) $ (802,505) $ (647,817)
Related Party [Member]        
NON-OPERATING INCOME (EXPENSE)        
Interest expense - related party $ (95,319) $ (177,733)
v3.24.0.1
Consolidated Statement of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Apr. 30, 2022 $ 105 $ 113,053,790 $ 54,962 $ (80,596,925) $ 32,511,932
Balance, shares at Apr. 30, 2022 104,871        
Stock issued for:          
Conversion of notes payable $ 110 14,046,190 14,046,300
Conversion of notes payable, shares 109,737        
Acquisition / Contingent consideration $ 15 915,530 915,545
Acquisition / Contingent consideration, shares 14,960        
Services $ 1 35,249 35,250
Services, shares 625        
Cash $ 26 4,194,974 4,195,000
Cash, shares 26,219        
Fractional share issuance
Fractional share issuance, shares 38        
Share-based compensation 277,625 277,625
Change in comprehensive income 58,139 58,139
Net loss for the period (4,266,431) (4,266,431)
Balance at Jul. 31, 2022 $ 257 132,523,358 113,101 (84,863,356) 47,773,360
Balance, shares at Jul. 31, 2022 256,450        
Balance at Apr. 30, 2022 $ 105 113,053,790 54,962 (80,596,925) 32,511,932
Balance, shares at Apr. 30, 2022 104,871        
Stock issued for:          
Net loss for the period         (64,169,773)
Balance at Jan. 31, 2023 $ 338 132,993,999 67,978 (144,766,698) (11,704,383)
Balance, shares at Jan. 31, 2023 338,579        
Balance at Apr. 30, 2022 $ 105 113,053,790 54,962 (80,596,925) $ 32,511,932
Balance, shares at Apr. 30, 2022 104,871        
Stock issued for:          
Cash, shares         151,579
Balance at Apr. 30, 2023 $ 339 132,993,998 142,512 (151,750,610) $ (18,613,761)
Balance, shares at Apr. 30, 2023 338,579        
Balance at Jul. 31, 2022 $ 257 132,523,358 113,101 (84,863,356) 47,773,360
Balance, shares at Jul. 31, 2022 256,450        
Stock issued for:          
Acquisition / Contingent consideration $ 48 (48)
Acquisition / Contingent consideration, shares 48,098        
Cash $ 25 (25)
Cash, shares 25,463        
Share-based compensation 277,625 277,625
Change in comprehensive income 113,597 113,597
Net loss for the period (11,023,567) (11,023,567)
Cashless exercise of warrants $ 1 (1)
Cashless exercise of warrants, shares 750        
Balance at Oct. 31, 2022 $ 331 132,800,909 226,698 (95,886,923) 37,141,015
Balance, shares at Oct. 31, 2022 330,761        
Stock issued for:          
Acquisition / Contingent consideration $ 7 (7)
Acquisition / Contingent consideration, shares 7,668        
Services 1,836 1,836
Services, shares 150        
Share-based compensation 191,261 191,261
Change in comprehensive income (158,720) (158,720)
Net loss for the period (48,879,775) (48,879,775)
Balance at Jan. 31, 2023 $ 338 132,993,999 67,978 (144,766,698) (11,704,383)
Balance, shares at Jan. 31, 2023 338,579        
Balance at Apr. 30, 2023 $ 339 132,993,998 142,512 (151,750,610) (18,613,761)
Balance, shares at Apr. 30, 2023 338,579        
Stock issued for:          
Acquisition / Contingent consideration $ 1 (1)
Acquisition / Contingent consideration, shares 1,350        
Services
Services, shares 188        
Cash         188
Share-based compensation
Change in comprehensive income (27,020) (27,020)
Net loss for the period (846,765) (846,765)
Cashless exercise of warrants $ 27 (27)
Cashless exercise of warrants, shares 27,000        
Accounts payable $ 67 559,913 559,980
Accounts payable, shares 67,500        
Satisfaction of profit guarantee on note payable $ 94 558,200 558,294
Satisfaction of profit guarantee on note payable, shares 93,680        
Balance at Jul. 31, 2023 $ 528 134,112,083 115,492 (152,597,375) (18,369,272)
Balance, shares at Jul. 31, 2023 528,297        
Balance at Apr. 30, 2023 $ 339 132,993,998 142,512 (151,750,610) (18,613,761)
Balance, shares at Apr. 30, 2023 338,579        
Stock issued for:          
Net loss for the period         (2,857,274)
Balance at Jan. 31, 2024 $ 20,572 158,449,736 182,902 (154,607,884) 4,045,326
Balance, shares at Jan. 31, 2024 20,572,447        
Balance at Jul. 31, 2023 $ 528 134,112,083 115,492 (152,597,375) (18,369,272)
Balance, shares at Jul. 31, 2023 528,297        
Stock issued for:          
Acquisition / Contingent consideration $ 2 418,453 418,455
Acquisition / Contingent consideration, shares 1,964        
Services $ 14 28,048 $ 28,062
Services, shares 13,707       13,707
Cash, shares         1,844,506
Change in comprehensive income 95,338 $ 95,338
Net loss for the period 1,762,119 1,762,119
Cashless exercise of warrants $ 1,708 (1,708)
Cashless exercise of warrants, shares 1,708,152        
Satisfaction of profit guarantee on note payable $ 85 210,716 210,801
Satisfaction of profit guarantee on note payable, shares 85,000        
Fractional adjustment in reverse split $ 36 (36)
Fractional adjustment in reverse split, shares 35,683        
Reclassification of derivative liability upon amendment of agreement 1,456,854 1,456,854
Balance at Oct. 31, 2023 $ 2,373 136,224,410 210,830 (150,835,256) (14,397,643)
Balance, shares at Oct. 31, 2023 2,372,803        
Stock issued for:          
Acquisition / Contingent consideration
Acquisition / Contingent consideration, shares 56        
Services $ 756 267,140 267,896
Services, shares 756,069        
Change in comprehensive income (27,928) (27,928)
Net loss for the period (3,772,628) (3,772,628)
Cashless exercise of warrants $ 2,913 (2,913)
Cashless exercise of warrants, shares 2,913,216        
Satisfaction of profit guarantee on note payable $ 2,567 705,387 707,954
Satisfaction of profit guarantee on note payable, shares 2,567,500        
Reclassification of derivative liability upon amendment of agreement 1,118,347 1,118,347
Cash (including warrants) $ 11,963 17,949,865 17,961,828
Cash (including warrants), shares 11,962,803        
Conversion of deferred copensation to warrants (equity) 2,187,500 2,187,500
Balance at Jan. 31, 2024 $ 20,572 $ 158,449,736 $ 182,902 $ (154,607,884) $ 4,045,326
Balance, shares at Jan. 31, 2024 20,572,447        
v3.24.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Jan. 31, 2024
Jan. 31, 2023
CASH FLOW FROM OPERTING ACTIVIITES    
Net income (loss) $ (2,857,274) $ (64,169,773)
Adjustments to reconcile net income (loss) to net cash used in operating activities    
Depreciation, amortization and impairment expense 115,072 106,199
Change in fair value of derivartive liability (18,523,422) (3,295,687)
Shares and warrants issued for services 295,958 37,086
Share-based compensation 746,511
Loss on disposal 41,413,892
Derivative expense 14,119,784 7,280,405
Non-cash transaction costs 85,080
Amortization of debt discounts 846,242 3,145,977
Settlement expense 1,477,049
Loss on settlement of accounts payable 289,980
Changes in assets and liabilities, net of acquired amounts    
Accounts receivable 202,308 (1,502,455)
Inventories 1,858,755 3,886,603
Prepaid inventory 296,626 (424,945)
Prepaid expenses and other current assets 22,972 37,460
Accounts payable and accrued expenses (1,935,800) (1,361,952)
Other current liabilities 954,383 320,187
Total adjustments 108,828 50,706,635
Net cash used in operating activities of continuing operations (2,748,446) (13,463,138)
Net cash provided by operating activities of discontinued operations 6,617,328
Net cash used in operating activities (2,748,446) (6,845,810)
CASH FLOWS FROM FINANCING ACTIVITES    
Proceeds from issuance of common stock for cash 17,961,828 9,194,882
Proceeds from notes payable 3,728,000 1,390,000
Payments of notes payable - related parties (710,216) (62,434)
Payments of notes payable (1,289,939) (4,040,676)
Net cash provided by financing activities 19,689,673 6,481,772
Effect of exchange rate fluctuations on cash and cash equivalents 49,411 15,786
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH 16,990,638 (348,252)
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD 202,095 665,002
CASH AND RESTRICTED CASH - END OF PERIOD 17,192,733 316,750
CASH PAID DURING THE PERIOD FOR:    
Interest expense 706,942 482,687
Income taxes
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Conversion of convertible notes payable and accrued interest to common stock 14,046,300
Shares issued for contingent consideration 418,455 915,545
Warrants granted for deferred compensation 2,187,500
Derivative liability recorded for shares and warrants issued in private placement 4,999,882
Note receivable issued in sale of PlaySight 2,000,000
Related Party [Member]    
Changes in assets and liabilities, net of acquired amounts    
Accrued interest - related parties 88,921 141,773
Nonrelated Party [Member]    
Changes in assets and liabilities, net of acquired amounts    
Accrued interest - related parties $ 90,501
v3.24.0.1
ORGANIZATION AND NATURE OF BUSINESS
9 Months Ended
Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND NATURE OF BUSINESS

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 100% owned by Slinger Bag Ltd. (“SBL”), an Israeli company. In connection with the Stock Purchase Agreement, Slinger Bag Americas acquired 50,000 shares of common stock of Lazex for $332,239. On September 16, 2019, SBL transferred its ownership of Slinger Bag Americas to Lazex in exchange for the 50,000 shares of Lazex acquired on August 23, 2019. As a result of these transactions, Lazex owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 50,000 shares of common stock (approximately 82%) of Lazex. Effective September 13, 2019, Lazex changed its name to Slinger Bag Inc.

 

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 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International (UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019. On February 10, 2020, the owner of SBL, contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

 

On June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership stake in Foundation Sports Systems, LLC (“Foundation Sports”). On December 5, 2022, the Company sold 75% of Foundation Sports back to the original sellers. As a result, at that time, the Company recorded a loss on the sale and deconsolidated Foundation Sports.

 

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.

 

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. In November 2022, the Company sold PlaySight and recorded a loss on the sale.

 

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”.

 

On June 14, 2022, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references to the outstanding stock have been retrospectively adjusted to reflect this reverse split. The Company also consummated a public offering of shares of its common stock and the listing of its common stock on the Nasdaq Capital Market.

 

 

On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of the letter. The Company timely submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with the Minimum Stockholders’ Equity Requirement. On January 22, 2024, the Company consummated and received a cash investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326, which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement. On January 30, 2024, the Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12, 2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3). Instead, Nasdaq will issue a delist determination letter and the Company will have the opportunity to request a new hearing. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

On November 14, 2023, the Company issued 224,472 shares of Common Stock to Sapir LLC. Sapir LLC is controlled by Aitan Zacharin, an investor relations and financial structuring consultant to the Company who is a party to an amended and restated consulting agreement with the Company dated April 30, 2020 (the “AZ Consulting Agreement”). Pursuant to the AZ Consulting Agreement, the Company owed Mr. Zacharin $127,500 as consulting fee compensation through November 30, 2023 (the “Consulting Fee Compensation”). In addition, the Company granted Mr. Zacharin $127,500 as discretionary compensation (“Discretionary Compensation”) pursuant to Section 2.1(d) of the AZ Consulting Agreement. In consideration of the Consulting Fee Compensation and the Discretionary Compensation, the issuance of shares of Common Stock consisted of (i) 160,338 shares of Common Stock as payment of the Consulting Fee Compensation, and (ii) 64,134 shares of Common Stock as payment of the Discretionary Compensation.

 

On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. 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.

 

On December 6, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Armistice Selling Shareholder of certain of the Company’s existing warrants to purchase up to a total of 4,972,203 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 1,410,151 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of five year (the “September 2022 Five Year Warrants”); (ii) 3,109,563 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of seven and one half years (the “September 2022 Seven and a Half Year Warrants”); and (iii) 452,489 shares of Common Stock issuable upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022 Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “Existing Warrants).

 

 


Pursuant to the Inducement Letter, the Armistice Selling Shareholder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 4,972,203 shares of Common Stock at a reduced exercise price of $0.294 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 9,944,406 shares of Common Stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of $1,461,827.68 from the exercise of the Existing Warrants by the Holder, before deducting offering expenses payable by us. The transaction closed on December 7, 2023 (the “Closing Date”).

 

The resale of the shares of the Common Stock underlying the Existing Warrants and 224,472 shares of Common Stock owned by Sapir LLC, a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No. 333-275407), declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

 

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if it is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within sixty (60) days after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 120 days following the Closing Date and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company will have to pay partial liquidated damages pursuant to the Resale Registration Statement provision of the Inducement Letter if certain deadlines and requirements are not met. In the Inducement Letter, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception). In addition, the Company agreed in the Inducement Letter to grant the Holder a participation right in future financings until the date the principal amount of a promissory note issued to the Holder in January 2023 and as modified in October 2023 has been fully repaid.

 

On December 12, 2023, the Company received a letter (“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 10, 2024, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance by June 10, 2024, the Company may be eligible for an additional 180-calendar day compliance period. To qualify for additional time, the Company would 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 would 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. If the Company is notified by Nasdaq that its securities will be subject to delisting, the Company may appeal the delisting determination and request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the request for a Panel is timely made, any further suspension or delisting action would be stayed pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.

 

There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, and maintain compliance with other Nasdaq listing requirements.

 

 

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash. The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full. In order to secure payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in the following collateral: all present and future accounts receivable. 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. The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount (as defined below).

 

On January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the “Investors”) for the issuance and sale to each investor of (i) 2,330,200 shares of common stock (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of its common stock at a combined purchase price of $0.20 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable beginning on the date stockholder approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full. The aggregate number of Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded Warrants is 75,509,400.

 

On January 23, 2024, the Company issued 200,000 shares of Common Stock to Smartsports LLC. Smartsports LLC is an investor relations consultant to the Company who is a party to a consulting agreement with the Company dated January 23, 2024 (the “Smartsports Consulting Agreement”). Pursuant to the Smartsports Consulting Agreement, the Company agreed to issue and deliver to Smartsports LLC 200,000 shares of its common stock as a consulting fee for the provision of investor relations services (the “Consulting Fee Compensation”) and use its commercially reasonable efforts to prepare and file with the Securities Exchange Commission a registration statement covering the resale of all of the Shares on Form S-1 as soon as is reasonably practicable.

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

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.

 

The operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface are collectively referred to as the “Company.”

 

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 consolidated financial statements include the combined results of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL, and Gameface for the periods ended January 31, 2024 and 2023. The operations of Foundation Sports and PlaySight are included as discontinued operations in our statements of operations as these entities were sold in November 2022 and December 2022 for the period ended July 31, 2022.

 

 

Impact of COVID-19 Pandemic

 

The Company continues to carefully monitor the global COVID-19 pandemic status and its impact on its business. In that regard, while the Company has continued to sell its products it has previously experienced certain minor 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, the on-going global efforts to contain it. 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 currently 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.

 

Impact of Israel and Hamas Conflict

 

Because we develop products in Israel and our chief marketing officer is located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

 

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on the Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of October 11, 2023, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of a currently indefinite number of civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.

 

The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023, the Central Bank of Israel announced its intent to sell up to $30 billion order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct is business, operations and affairs.

 

It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. In the event that hostilities disrupt the development of our products, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.

 

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

 

 

As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. If any of our employees and consultants in Israel are called for service in the current war with Hamas, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.

 

In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries, such as Turkey. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.

 

Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

 

v3.24.0.1
GOING CONCERN
9 Months Ended
Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

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 $154,607,884 as of January 31, 2024, and more losses are anticipated in the development of the business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. These 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 the Company be unable to continue as a going concern.

 

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 selling PlaySight, as well as selling 75% of Foundation Sports in November and December 2022, respectively to the former shareholders of those companies. There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all. We have recorded the 25% investment in Foundation Sprots at $0.

 

 

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 nine months ended January 31, 2024, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending April 30, 2024 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, filed with the Securities and Exchange Commission on September 14, 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.

 

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 $200,000 and $209,690 in allowance for doubtful accounts as of January 31, 2024 and April 30, 2023, respectively.

 

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 January 31, 2024 and April 30, 2023 consisted of the following:

 

   January 31, 2024   April 30, 2023 
Finished Goods  $884,130   $1,509,985 
Component/Replacement Parts   700,718    1,712,553 
Capitalized Duty/Freight   36,628    517,228 
Inventory Reserve   (290,465)   (550,000)
Total  $1,331,011   $3,189,766 

 

 

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 5 years.

 

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.

 

 

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.

 

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 was calculated using Level 3 inputs. The fair value of contingent consideration as of January 31, 2024 and April 30, 2023 was $0 and $418,455, respectively. The Company issued shares in October 2023 to settle the contingent consideration.

 

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 nine months ended January 31, 2024:

 

Note derivative is related to 

January 31, 2024

balance

  

(Gain) loss for the

nine months

ended January 31, 2024

 
8/6/21 convertible notes  $6,958   $(94,966)
6/17/22 underwriter warrants   651    (5,880)
9/30/22 warrants issued with common stock   -    (5,085,897)
1/6/2023 warrants issued with note payable   -    (14,402,996)
10/11/2023 warrants issued with note payable   62,261    (228,353)
12/7/2023 warrants issued with note payable   3,731,511    1,010,316 
Total  $3,801,381   $(18,802,476)

 

 

The Black-Scholes option pricing model assumptions for the derivative liabilities during the periods ended January 31, 2024 and 2023 consisted of the following:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     2.7510 years       3.51-10 years  
Stock price volatility     150 %     50-150 %
Risk free interest rate     4.08-5.37 %     2.90%-4.34 %
Expected dividends     0 %     0 %

 

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 Company also acquired intangible assets as a part of the Gameface acquisition. These intangible assets include tradenames, internally developed software, and customer relationships. The acquired intangible assets are amortized based on the estimated present value of cash flows of each class of intangible assets in order to determine their economic useful life. During the nine months ended January 31, 2024, the Company impaired their intangible assets down to a nominal value of $1,000 as the technology has changed and Management determined the value to be greater than the fair value of those assets. Refer to Note 5 for more information.

 

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 impaired $100,281 in intangible assets and $14,791 in fixed assets during the nine months ended January 31, 2024. Refer to Note 5 for more information.

 

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.

 

The Company impaired all goodwill as of April 30, 2023.

 

Share-Based Payment

 

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.

 

The warrants granted during the periods ended January 31, 2024 and 2023 were valued using a Black-Scholes option pricing model on the date of grant using the following assumptions:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     5 years       510 years  
Stock price volatility     150 %     50% - 150 %
Risk free interest rate     4.59 %     2.50% - 4.27 %
Expected dividends     0 %     0 %

 

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.

 

Earnings Per Share

 

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.

 

 

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 adoption of the new standard did not have a material effect on the Company’s 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. The adoption of the new standard did not have a material effect on the Company’s consolidated 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.

 

v3.24.0.1
CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES
9 Months Ended
Jan. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES

Note 4: CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES

 

Accounts Receivable Concentration

 

As of January 31, 2024 and April 30, 2023, the Company had three and two customers that accounted for 96% and 47% of the Company’s trade receivables balance, respectively.

 

Accounts Payable Concentration

 

As of January 31, 2024 and April 30, 2023, the Company had four significant suppliers that accounted for 63%, and 59% of the Company’s trade payables balances, respectively.

 

v3.24.0.1
INTANGIBLE ASSETS
9 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

Note 5: INTANGIBLE ASSETS

 

Intangible assets reflect only those intangible assets of our continuing operations, and consist of the following:

 

   (in years)   Carrying Value   Amortization   Loss   Value 
   Weighted     
   Average Period   January 31, 2024 
   Amortization (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
Tradenames and patents   15.26   $385,582   $24,031   $360,551   $1,000 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,740,905   $1,000 

 

 

   (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
   Weighted     
   Average Period   April 30, 2023 
   Amortization (in years)  

Carrying

Value

  

Accumulated

Amortization

  

Impairment

Loss

  

Net Carrying

Value

 
Tradenames and patents   15.26   $385,582   $24,031    260,270   $101,281 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,640,624   $101,281 

 

Amortization expense for the nine months ended January 31, 2024 and 2023 was approximately $0 and $4,335, respectively. The Company impaired $100,281 in the nine months ended January 31, 2024. The remaining $1,000 is a nominal value related to the Company’s patents. This amount is not expected to be amortized any further.

 

v3.24.0.1
ACCRUED EXPENSES
9 Months Ended
Jan. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

Note 6: ACCRUED EXPENSES

 

The composition of accrued expenses is summarized below:

 

    January 31, 2024     April 30, 2023  
Accrued payroll   $ 1,198,357     $ 1,535,186  
Accrued bonus     864,214       1,720,606  
Accrued professional fees     35,000       490,424  
Other accrued expenses     1,182,794       1,165,623  
Total   $ 3,280,365     $ 4,911,839  

 

v3.24.0.1
NOTE PAYABLE - RELATED PARTY
9 Months Ended
Jan. 31, 2024
Debt Disclosure [Abstract]  
NOTE PAYABLE - RELATED PARTY

Note 7: NOTE PAYABLE - RELATED PARTY

 

The discussion of note payable – related party only includes those that existed as of April 30, 2023. For a discussion of all prior note payable – related party we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

On January 14, 2022, the Company entered into two loan agreements with related party lenders, 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 April 30, 2022 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. On June 28, 2022, the Company entered into amendments for the two related party loan agreements with the lenders in which the repayment date was extended to July 31, 2024.

 

There was $1,244,584 and $1,953,842 in outstanding borrowings from related parties as of January 31, 2024 and April 30, 2023. Interest expense related to the related parties for the nine months ended January 31, 2024 and 2023 amounted to $0 and $177,733 respectively. Accrued interest due to related parties as of January 31, 2024 and April 30, 2023 amounted to $917,957 and $917,957, respectively. The accrued interest includes notes that were either repaid or converted but the interest remained.

 

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 and accrued interest in respect of the Loan Agreements (as defined above) and certain other expenses they incurred in connection with the Company.

 

 

v3.24.0.1
CONVERTIBLE NOTES PAYABLE
9 Months Ended
Jan. 31, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

Note 8: CONVERTIBLE NOTES PAYABLE

 

The discussion of convertible notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior convertible notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

As of April 30, 2023, all outstanding convertible notes payable had been fully converted into outstanding common shares. On June 17, 2022, the Company issued 109,737 shares of common stock in conversion of the $13,200,000 in convertible notes payable and $846,301 in accrued interest. In addition, the remaining $122,222 of unamortized discount on the convertible notes payable was amortized and included in our consolidated statements of operations for the nine months ended January 31, 2023.

 

v3.24.0.1
NOTES PAYABLE
9 Months Ended
Jan. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

Note 9: NOTES PAYABLE

 

The discussion of notes payable only includes those that existed as of April 30, 2023. For a discussion of all prior notes payable we refer you to the Annual Report on Form 10-K filed September 14, 2023 for the fiscal year end April 30, 2023.

 

On April 11, 2021, the Company and the lender entered into an agreement whereby the lender converted the promissory note into 681 shares of Company stock, which were issued to the lender at a 20% discount from the closing price of the stock on the day prior to the conversion. In addition to the discount, the agreement contains a guarantee that the aggregate gross sales of the shares by the lender will be no less than $1,500,000 over the next three years and if the aggregate gross sales are less than $1,500,000 the Company will issue additional shares of common stock to the lender for the difference between the total gross proceeds and $1,500,000, which could result in an infinite number of shares being required to be issued.

 

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 $1,501,914 loss on extinguishment of debt, which represented the difference between the promissory note and the fair value of the shares issued of $1,250,004, which were recorded in shares issued in connection with conversion of note payable within shareholders’ equity, as well as the derivative liability of $1,251,910, which was valued using a Black-Scholes option pricing model.

 

The fair value of the derivative liability was $1,456,854 as of August 20, 2023.

 

On August 21, 2023, the Company amended its arrangement with MidCity and agreed to issue 42,500 shares of stock monthly for eight months to settle the profit guarantee under its prior note arrangement from April 2020. The parties agreed to a one-time true-up at March 31, 2024 if any further amounts are due MidCity at that time. As a result of this new agreement with MidCity fixing the terms of the guarantee, the Company has removed the criteria that created a net share settlement issue and thus no longer treats this as a derivative liability. The remaining liability has been adjusted against additional paid in capital at the date of the agreement.

 

On February 15, 2022, for and in consideration of $4,000,000 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 (collectively, the “Consigned Goods”). The Company has repaid the $4,000,000 as of April 30, 2023 (and as of January 31, 2023).

 

 

On April 1, 2022, the Company entered into a $500,000 note payable. The note was to mature on July 1, 2022 and bears interest at eight percent (8%) per year. The Company pays interest monthly and will pay all accrued and unpaid interest on the maturity date in which the outstanding principal is due. On August 1, 2022, the Company repaid the $500,000.

 

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 $1,124,250 in future receivables (the “UFS Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $750,000 in cash less fees of $60,000. The Company agreed to pay UFS $13,491 each week for the first three weeks and thereafter $44,970 per week until the UFS Receivables Purchased Amount is paid in full.

 

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.

 

UFS Agreement #2

 

On August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500 in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000 in cash less fees of $50,000. The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount is paid in full.

 

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 #1

 

The Company entered into an agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold $1,124,250 in future receivables (the “Cedar Receivables Purchased Amount”) to Cedar in exchange for payment to the Company of $750,000 in cash less fees of $60,000. The Company agreed to pay Cedar $13,491 each week for the first three weeks and thereafter $44,970 per week until the Cedar Receivables Purchased Amount is paid in full.

 

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.

 

 

Cedar Agreement #2

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

Armistice

 

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 $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 $8.84 per share, so the Warrants in respect of the initial advance under the Note are exercisable for up to 452,489 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 $8.84 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 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”). The Company measured the warrants granted on January 6, 2023 at $3,715,557, and discounted the note payable to $0 and recorded a derivative expense of $1,715,557.

 

On October 11, 2023, the Company entered into a loan and security modification agreement (the “Loan and Security Modification Agreement”) with the Lenders and the Agent amending the terms of the Loan and Security Agreement dated January 6, 2023 (the “LSA”) by and among the Company, the Lenders and the Agent to make an additional loan of $1,000,000 and modify the terms of the LSA to reflect the New Loan. The modification of the original January 6, 2023, loan represented a material modification, and the original loan has been extinguished, and the New Loan in the amount of $3,000,000 has been recorded. As a result of the extinguishment, the Company recognized there was no gain or loss recognized as all of the discounts associated with the original notes were fully amortized. On October 11, 2023, the Company recognized a discount related to the issuance of the warrants noted below that will be amortized through the maturity date of the New Loan, April 11, 2024.

 

In connection with the Loan and Security Modification Agreement, the Company agreed to issue to the investor warrants (the “Common Warrants”) to purchase up to 169,196 shares of Common Stock at an exercise price of $1.90 per share. The Common Warrants are exercisable nine months after their issuance and will expire five and one-half years from their date of issuance. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

 

The Company recorded a derivative liability related to the warrants granted with the October 11, 2023 amendment in the amount of $290,514. This discount is being amortized over the life of the note.

 

 

Meged Agreement

 

On June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment to the Company of $210,600 in cash less fees of $10,580. The Company agreed to pay Meged $17,538 each week until the Meged Receivables Purchased Amount is paid in full.

 

Meged Agreement #2

 

On September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then outstanding balance of $70,153.20 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash for general purposes. The Company agreed to pay Meged $15,107.14 each week until the Meged Second Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted to Meged 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.

 

Agile Capital Funding #1

 

On November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash. The Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

 

In order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF a security interest in the following collateral: all present and future accounts receivable. 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.

 

Agile Capital Funding #2

 

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile Jan Receivable Amount”) in exchange for $1,000,000 in cash. The Company agreed to pay Agile Capital Funding, LLC (“Agile”) $52,142.86 each week until the Agile Receivable Amount is paid in full. In order to secure payment and performance of the Company’s obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in the following collateral: all present and future accounts receivable. 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. The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the ACF Receivable Amount.

 

Cedar Funding

 

On January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000 in cash. The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid in full. 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 present and future accounts receivable. 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.

 

 

v3.24.0.1
RELATED PARTY TRANSACTIONS
9 Months Ended
Jan. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

Note 10: 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 $1,244,584 and $1,953,842 and accrued interest of $917,957 and $917,957 due to a related party as of January 31, 2024 and April 30, 2023, respectively (see Note 7).

 

The Company recognized net sales of $105,400 and $92,887 during the nine months ended January 31, 2024 and 2023, respectively, to related parties. As of January 31, 2024 and 2023, related parties had accounts receivable due to the Company of $71,048 and $91,857, respectively.

 

v3.24.0.1
SHAREHOLDERS’ EQUITY
9 Months Ended
Jan. 31, 2024
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

Note 11: SHAREHOLDERS’ EQUITY (DEFICIT)

 

Common Stock

 

The Company has XXX shares of common stock authorized with a par value of $0.001 per share. As of January 31, 2024 and April 30, 2023, the Company had 20,572,447 and 338,579 shares of common stock issued and outstanding, respectively.

 

For the period May 1, 2023 through July 31, 2023, the Company issued 189,718 shares of common stock to ambassadors under their agreements (188), to vendors in settlement of accounts payable (67,500), for settlement with former owners of FSS (1,350), for the exercise of warrants (27,000) and to satisfy the profit guarantee on a note (93,680).

 

For the period August 1, 2023 through October 31, 2023, the Company issued 1,844,506 shares of common stock for services rendered (13,707), for settlement with former owners of Gameface and the remaining contingent consideration (1,964), for the exercise of warrants (1,708,152) and to satisfy the profit guarantee on a note (85,000). In addition, we issued 35,683 to satisfy our requirement under the 1 for 40 reverse split that occurred in this time period.

 

For the period November 1, 2023 through January 31, 2024, the Company issued 18,199,644 shares of common stock in exercises of warrants and in a securities purchase agreement with three investors (11,962,803), shares owed to shareholders of previously purchased companies (56), settlements (2,567,500), services rendered (756,069), and cashless exercises of warrants (2,913,216).

 

Equity Transactions During the Year Ended April 30, 2023

 

The Company has issued an aggregate of 151,579 shares of its common stock consisting of the following:

 

  On June 15, 2022, the Company issued 109,737 shares of common stock to the Convertible Noteholders upon conversion of convertible notes.
   
  On June 15, 2022, the Company issued 26,219 shares to investors who participated in the Company’s Nasdaq uplist round.
   
  On June 27, 2022, the Company issued 625 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 14,960 shares of common stock to the former Gameface shareholders in connection with the purchase of Gameface.

 

 

  On August 25, 2022, the Company issued 750 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) 25,463 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 295,050 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $15.60 per share of the common stock and associated common stock warrant and $15.596 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 $0.0004 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 320,513 shares of common stock at an exercise price of $15.60 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 641,026 common stock warrants to purchase 641,026 shares of common stock at an exercise price of $17.20 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. Net proceeds to the Company were $4,549,882.
   
  On October 12, 2022, the Company issued 48,098 shares of common stock, on November 21, 2022 issued 675 shares of common stock and January 26, 2023 issued 6,993 shares of common stock in connection with the acquisition of PlaySight.
   
  On January 26, 2023, the Company issued 150 shares of common stock for services rendered to their ambassadors.

 

The Company granted the following warrants for the nine months ended January 31, 2024:

 

The Company granted 50,000 warrants to a consultant for services valued at $50,873.

 

The Company granted their investor an additional 7,717,874 warrants as a result of our reset provisions in the warrant agreements dated September 28, 2022. The Company recognized an $11,398,589 charge to derivative expense as a result of this issuance.

 

The Company granted 169,196 warrants in the amended loan agreement on October 1, 2023.

 

On December 6, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Armistice Selling Shareholder of certain of the Company’s existing warrants to purchase up to a total of 4,972,203 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of: (i) 1,410,151 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of five year (the “September 2022 Five Year Warrants”); (ii) 3,109,563 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $3.546 per share with a term of seven and one half years (the “September 2022 Seven and a Half Year Warrants”); and (iii) 452,489 shares of Common Stock issuable upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022 Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “Existing Warrants).

 

Pursuant to the Inducement Letter, the Armistice Selling Shareholder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 4,972,203 shares of Common Stock at a reduced exercise price of $0.294 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 9,944,406 shares of Common Stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of $1,461,827.68 from the exercise of the Existing Warrants by the Holder, before deducting offering expenses payable by us. The transaction closed on December 7, 2023 (the “Closing Date”).

 

 

On January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three investors (the “Investors”) for the issuance and sale to each investor of (i) 2,330,200 shares of common stock (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 25,169,800 shares of its common stock at a combined purchase price of $0.20 per share of the common stock for an aggregate amount of approximately $16.5 million (the “Offering”). The Pre-Funded Warrants have an exercise price of $0.00001 per share of common stock and are exercisable beginning on the date stockholder approval is received and effective allowing exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full. The aggregate number of Shares to be issued is 6,990,600 and the aggregate number of Pre-Funded Warrants is 75,509,400.

 

The resale of the shares of the Common Stock underlying the Existing Warrants and 224,472 shares of Common Stock owned by Sapir LLC, a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No. 333-275407), declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

 

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if it is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), within sixty (60) days after the Closing Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 120 days following the Closing Date and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. The Company will have to pay partial liquidated damages pursuant to the Resale Registration Statement provision of the Inducement Letter if certain deadlines and requirements are not met. In the Inducement Letter, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to an exception). In addition, the Company agreed in the Inducement Letter to grant the Holder a participation right in future financings until the date the principal amount of a promissory note issued to the Holder in January 2023 and as modified in October 2023 has been fully repaid.

 

On January 20, 2024 the Company granted two of their officers 11,697,862 warrants with a strike price of $0.001 and a term of ten years in conversion of $2,187,500 in deferred compensation that was accrued for them.

 

Warrants Granted During the Year Ended April 30, 2023

 

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) 25,463 shares of common stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 295,050 shares of its common stock, together with accompanying common stock warrants, at a combined purchase price of $15.60 per share of the common stock and associated common stock warrant and $15.596 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 $0.0004 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 320,513 shares of common stock at an exercise price of $15.60 per share and a term of five years following the initial exercise date (the “5-Year Warrants”) and 641,026 common stock warrants to purchase 641,026 shares of common stock at an exercise price of $17.20 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 became exercisable beginning on the date stockholder approval was received and effective allowing exercisability of the Warrants and Pre-Funded Warrants under Nasdaq rules. The exercise price of the Warrants was reset in January 2023 to $8.84 per share and in October 2023 to $3.546 per share.

 

 

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 $2,000,000 (the “Note”) at 4.33% interest per annum unless in default, 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 (or 8.84 per share after adjusting for the 1-for-40 reverse stock split), so the Warrants in respect of the initial advance under the Note are exercisable for up to 452,489 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 $8.84 per share and a term of five- and one-half (5½) years following the initial exercise date. The exercise price of the Warrants was reset in October 2023 to $1.90 per share The initial exercise date of the Warrants was the date stockholder approval was 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 was made to the Company under the Note which occurred on February 2, 2023. 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”).

 

v3.24.0.1
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Jan. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

Note 12: COMMITMENTS AND CONTINGENCIES

 

Leases

 

The Company leases office space under short-term leases with terms under a year. Total rent expense for the nine months ended January 31, 2024 and 2023 amounted to $6,983 and $9,207, respectively.

 

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 $1,334,000.

 

The Company issued 14,960 common shares to the former Gameface shareholders in June 2022. The remaining balance of the contingent consideration of $418,455 was converted on October 23, 2023.

 

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.

 

On February 8, 2023, Oasis Capital, LLC (“Oasis”) filed a complaint against the Company in the United States District Court for the Southern District of New York seeking damages (i) in the amount of $764,647.53 in for an alleged breach of the terms of the 8% senior convertible note and the securities purchase agreement entered into between Oasis and the Company in connection with the Note (as defined below), which in December 2021 was increased to $600,000 in principal amount (the “Note”) and (ii) an unspecified amount of damage for an alleged breach of the exclusivity provisions of a term sheet that the Company and Oasis entered into on July 7, 2022 plus an actual damages in an amount to be proven at trial, interest and costs, reasonable attorney’s fees and such other legal and equitable relief as the court deems just and proper. On June 30, 2023, the United States District Court for the Southern District of New York granted the Company’s motion to dismiss this complaint but with leave to amended complaint. On July 31, 2023 Oasis filed an amended complaint against the Company and its Chief Executive Officer, Mike Ballardie, seeking damages in an amount to be proven at trial, interest and costs for breach of fiduciary duty and violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. The Company believes the claims made in the amended complaint are without merit and the Company and Mike Ballardie are vigorously defending itself.

 

Except for the Oasis lawsuit against Mike Ballardie, 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.

 

 

Nasdaq Compliance

 

On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). In addition, the Company did not meet the alternatives of listed securities or net income from continuing operations as of the date of the letter. The Company timely submitted a compliance plan to the Panel and on August 23, 2023 received notice from Nasdaq that it has until January 22, 2024 to demonstrate compliance with the Minimum Stockholders’ Equity Requirement. On January 22, 2024, the Company consummated and received a cash investment of $16,500,000 (as described in more detail below), which increased the Company’s stockholder equity to $4,045,326, which has brought the Company back into compliance with the Minimum Stockholders’ Equity Requirement. On January 30, 2024, the Company received a letter from Nasdaq confirming that following the receipt of a an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated April 12, 2023, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to such deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Ruel 5810(c)(3). Instead, Nasdaq will issue a delist determination letter and the Company will have the opportunity to request a new hearing. The Company will have the opportunity to respond/present to the hearing panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

On December 12, 2023, the Company received a letter (“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 10, 2024, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance by June 10, 2024, the Company may be eligible for an additional 180-calendar day compliance period. To qualify for additional time, the Company would 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 would 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. If the Company is notified by Nasdaq that its securities will be subject to delisting, the Company may appeal the delisting determination and request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the request for a Panel is timely made, any further suspension or delisting action would be stayed pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Minimum Bid Price Requirement, the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.

 

The Company offers no assurance that it will regain compliance with the Bid Price Rule and/or any other delinquency in a timely manner.

 

 

v3.24.0.1
DISCONTINUED OPERATIONS
9 Months Ended
Jan. 31, 2024
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

Note 13: DISCONTINUED OPERATIONS

 

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 $600,000; and (3) cash consideration of $2,000,000 to be paid to the Company in the form of a promissory note that matures on December 31, 2023.

 

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.

 

The Company accounted for these sales as a disposal of a business under ASC 205-20-50-1(a). The Company had reclassified the operations of PlaySight and Foundation Sports as discontinued operations as the disposal represents a strategic shift that will have a major effect on the Company’s operations and financial results.

 

The Company reclassified the following operations to discontinued operations for the nine and three months ended January 31, 2023.

  

   Nine months ended
January 31, 2023
 
Revenue  $3,954,149 
Operating expenses   8,416,117 
Other (income) loss   - 
Net loss from discontinued operations  $(4,461,968)

 

v3.24.0.1
SUBSEQUENT EVENTS
9 Months Ended
Jan. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 14: SUBSEQUENT EVENTS

 

From February 1, 2024 through the date hereof, the Company issued the following shares of common stock:

 

  - 5,347,594 shares of common stock to Yonah Kalfa, the Company’s chief innovation officer and director, for his extraordinary contribution to the Company, which represents all but $137,000 of his deferred Base Salary, through January 31, 2024. In exchange, Mr. Kalfa has waived his right to receive all but $137,000 of his deferred Base Salary as defined and described in clause 2.1(a) of his service agreement with Slinger Bag Limited dated 7 September 2020.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
Interim Financial Statements

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 nine months ended January 31, 2024, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending April 30, 2024 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, filed with the Securities and Exchange Commission on September 14, 2023.

 

Use of Estimates

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

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

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.

 

Accounts Receivable

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 $200,000 and $209,690 in allowance for doubtful accounts as of January 31, 2024 and April 30, 2023, respectively.

 

Inventory

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 January 31, 2024 and April 30, 2023 consisted of the following:

 

   January 31, 2024   April 30, 2023 
Finished Goods  $884,130   $1,509,985 
Component/Replacement Parts   700,718    1,712,553 
Capitalized Duty/Freight   36,628    517,228 
Inventory Reserve   (290,465)   (550,000)
Total  $1,331,011   $3,189,766 

 

 

Prepaid Inventory

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

 

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 5 years.

 

Concentration of Credit Risk

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

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.

 

 

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

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.

 

Fair Value of Financial Instruments

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 was calculated using Level 3 inputs. The fair value of contingent consideration as of January 31, 2024 and April 30, 2023 was $0 and $418,455, respectively. The Company issued shares in October 2023 to settle the contingent consideration.

 

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 nine months ended January 31, 2024:

 

Note derivative is related to 

January 31, 2024

balance

  

(Gain) loss for the

nine months

ended January 31, 2024

 
8/6/21 convertible notes  $6,958   $(94,966)
6/17/22 underwriter warrants   651    (5,880)
9/30/22 warrants issued with common stock   -    (5,085,897)
1/6/2023 warrants issued with note payable   -    (14,402,996)
10/11/2023 warrants issued with note payable   62,261    (228,353)
12/7/2023 warrants issued with note payable   3,731,511    1,010,316 
Total  $3,801,381   $(18,802,476)

 

 

The Black-Scholes option pricing model assumptions for the derivative liabilities during the periods ended January 31, 2024 and 2023 consisted of the following:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     2.7510 years       3.51-10 years  
Stock price volatility     150 %     50-150 %
Risk free interest rate     4.08-5.37 %     2.90%-4.34 %
Expected dividends     0 %     0 %

 

Income Taxes

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.

 

ntangible Assets

Intangible Assets

 

Intangible assets relate to the “Slinger” technology trademark, which the Company purchased on November 10, 2020. The Company also acquired intangible assets as a part of the Gameface acquisition. These intangible assets include tradenames, internally developed software, and customer relationships. The acquired intangible assets are amortized based on the estimated present value of cash flows of each class of intangible assets in order to determine their economic useful life. During the nine months ended January 31, 2024, the Company impaired their intangible assets down to a nominal value of $1,000 as the technology has changed and Management determined the value to be greater than the fair value of those assets. Refer to Note 5 for more information.

 

Impairment of Long-Lived Assets

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 impaired $100,281 in intangible assets and $14,791 in fixed assets during the nine months ended January 31, 2024. Refer to Note 5 for more information.

 

Goodwill

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.

 

The Company impaired all goodwill as of April 30, 2023.

 

Share-Based Payment

Share-Based Payment

 

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

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.

 

The warrants granted during the periods ended January 31, 2024 and 2023 were valued using a Black-Scholes option pricing model on the date of grant using the following assumptions:

 

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     5 years       510 years  
Stock price volatility     150 %     50% - 150 %
Risk free interest rate     4.59 %     2.50% - 4.27 %
Expected dividends     0 %     0 %

 

Foreign Currency Translation

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.

 

Earnings Per Share

Earnings Per Share

 

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.

 

 

Recent Accounting Pronouncements

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 adoption of the new standard did not have a material effect on the Company’s 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. The adoption of the new standard did not have a material effect on the Company’s consolidated 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.

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Jan. 31, 2024
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
SCHEDULE OF INVENTORY

   January 31, 2024   April 30, 2023 
Finished Goods  $884,130   $1,509,985 
Component/Replacement Parts   700,718    1,712,553 
Capitalized Duty/Freight   36,628    517,228 
Inventory Reserve   (290,465)   (550,000)
Total  $1,331,011   $3,189,766 
SCHEDULE OF DERIVATIVE LIABILITIES

Note derivative is related to 

January 31, 2024

balance

  

(Gain) loss for the

nine months

ended January 31, 2024

 
8/6/21 convertible notes  $6,958   $(94,966)
6/17/22 underwriter warrants   651    (5,880)
9/30/22 warrants issued with common stock   -    (5,085,897)
1/6/2023 warrants issued with note payable   -    (14,402,996)
10/11/2023 warrants issued with note payable   62,261    (228,353)
12/7/2023 warrants issued with note payable   3,731,511    1,010,316 
Total  $3,801,381   $(18,802,476)
SCHEDULE OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     2.7510 years       3.51-10 years  
Stock price volatility     150 %     50-150 %
Risk free interest rate     4.08-5.37 %     2.90%-4.34 %
Expected dividends     0 %     0 %
Warrant [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
SCHEDULE OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD

   

Period Ended

January 31, 2024

   

Period Ended

January 31, 2023

 
Expected life in years     5 years       510 years  
Stock price volatility     150 %     50% - 150 %
Risk free interest rate     4.59 %     2.50% - 4.27 %
Expected dividends     0 %     0 %
v3.24.0.1
INTANGIBLE ASSETS (Tables)
9 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS

Intangible assets reflect only those intangible assets of our continuing operations, and consist of the following:

 

   (in years)   Carrying Value   Amortization   Loss   Value 
   Weighted     
   Average Period   January 31, 2024 
   Amortization (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
Tradenames and patents   15.26   $385,582   $24,031   $360,551   $1,000 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,740,905   $1,000 

 

 

   (in years)   Carrying Value   Accumulated Amortization   Impairment Loss   Net Carrying Value 
   Weighted     
   Average Period   April 30, 2023 
   Amortization (in years)  

Carrying

Value

  

Accumulated

Amortization

  

Impairment

Loss

  

Net Carrying

Value

 
Tradenames and patents   15.26   $385,582   $24,031    260,270   $101,281 
Customer relationships   9.92    3,930,000    50,038    3,879,962    - 
Internally developed software   4.91    580,000    79,608    500,392    - 
Total intangible assets       $4,895,582   $153,677   $4,640,624   $101,281 
v3.24.0.1
ACCRUED EXPENSES (Tables)
9 Months Ended
Jan. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED EXPENSES

The composition of accrued expenses is summarized below:

 

    January 31, 2024     April 30, 2023  
Accrued payroll   $ 1,198,357     $ 1,535,186  
Accrued bonus     864,214       1,720,606  
Accrued professional fees     35,000       490,424  
Other accrued expenses     1,182,794       1,165,623  
Total   $ 3,280,365     $ 4,911,839  
v3.24.0.1
DISCONTINUED OPERATIONS (Tables)
9 Months Ended
Jan. 31, 2024
DISCONTINUED OPERATIONS  
SCHEDULE OF DISCONTINUED OPERATIONS

The Company reclassified the following operations to discontinued operations for the nine and three months ended January 31, 2023.

  

   Nine months ended
January 31, 2023
 
Revenue  $3,954,149 
Operating expenses   8,416,117 
Other (income) loss   - 
Net loss from discontinued operations  $(4,461,968)
v3.24.0.1
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)
3 Months Ended 12 Months Ended
Jan. 29, 2024
USD ($)
Jan. 23, 2024
shares
Jan. 19, 2024
USD ($)
$ / shares
shares
Jan. 18, 2024
shares
Jan. 10, 2024
USD ($)
Dec. 12, 2023
Integer
$ / shares
Dec. 06, 2023
USD ($)
$ / shares
shares
Nov. 30, 2023
USD ($)
Nov. 16, 2023
USD ($)
Nov. 14, 2023
shares
Oct. 09, 2023
Jan. 26, 2023
shares
Sep. 28, 2022
USD ($)
$ / shares
shares
Jun. 15, 2022
shares
Jun. 14, 2022
Sep. 16, 2019
shares
Aug. 23, 2019
USD ($)
shares
Jan. 31, 2024
USD ($)
$ / shares
shares
Oct. 31, 2023
USD ($)
$ / shares
shares
Jul. 31, 2023
USD ($)
shares
Jan. 31, 2023
USD ($)
$ / shares
shares
Oct. 31, 2022
USD ($)
shares
Jul. 31, 2022
USD ($)
shares
Apr. 30, 2023
USD ($)
$ / shares
shares
Jan. 30, 2024
USD ($)
Jan. 22, 2024
USD ($)
Jul. 26, 2023
USD ($)
Dec. 05, 2022
USD ($)
Apr. 30, 2022
USD ($)
Jun. 21, 2021
Feb. 10, 2020
Reverse stock split                             1-for-10 reverse stock split       1 for 40 reverse split                        
Stockholders equity | $                                   $ 4,045,326 $ (14,397,643) $ (18,369,272) $ (11,704,383) $ 37,141,015 $ 47,773,360 $ (18,613,761)   $ 4,045,326     $ 32,511,932    
Cash investments | $                                                 $ 16,500,000 $ 16,500,000   $ 500,000      
Shares, issued                                     1,844,506         151,579              
Consulting fees | $               $ 127,500                                              
Discretionary compensation | $               $ 127,500                                              
Common stock, shares isued                                   20,572,447           338,579              
Warrants, issued             4,972,203                                                
Warrants, exercise price | $ / shares             $ 0.001                                                
Bit price | $ / shares           $ 1.00                                                  
Threshold consecutive trading days | Integer           30                                                  
Common stock, par value | $ / shares                                   $ 0.001           $ 0.001              
Shares, issued   200,000                                   189,718                      
Shares, issued for services   200,000                   150             13,707                        
Impact of israel and hamas conflict, description                     the Central Bank of Israel announced its intent to sell up to $30 billion order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%.                                        
New Warrant [Member]                                                              
Warrants, issued             4,972,203                                                
Warrants, exercise price | $ / shares             $ 0.294                                                
New Warrant Shares [Member]                                                              
Warrants, issued             9,944,406                                                
Proceeds from Warrant Exercises | $             $ 1,461,827.68                                                
Agile Capital Funding [Member]                                                              
Debt instrument, face amount | $         $ 1,460,000       $ 693,500                                            
Proceeds from sale of loans receivable | $         1,000,000       450,000                                            
Debt instrument periodic payment | $         $ 52,142.86       $ 28,895.83                                            
Cedar Advance LLC [Member]                                                              
Debt instrument, face amount | $ $ 1,183,200                                                            
Proceeds from sale of loans receivable | $ 752,000                                                            
Debt instrument periodic payment | $ $ 39,440                                                            
Consulting Fees Compensation [Member]                                                              
Common stock, shares isued                   160,338                                          
Discretionary Compensation [Member]                                                              
Common stock, shares isued                   64,134                                          
September 2022 Five Year Warrants [Member]                                                              
Warrants, issued             1,410,151                                                
Warrants, exercise price | $ / shares             $ 3.546                                                
September 2022 Seven and Half Year Warrants [Member]                                                              
Warrants, issued             3,109,563                                                
Warrants, exercise price | $ / shares             $ 3.546                                                
January 2023 Warrants [Member]                                                              
Warrants, issued             452,489                                                
Common Stock [Member]                                                              
Stockholders equity | $                                   $ 20,572 $ 2,373 $ 528 $ 338 $ 331 $ 257 $ 339         $ 105    
Shares, issued                                           25,463 26,219                
Shares, issued for services                                   756,069 13,707 188 150   625                
Common Stock [Member] | Sapir LLC [Member]                                                              
Sale of stock       224,472     224,472                                                
Common Stock [Member] | Sapir LLC [Member]                                                              
Shares, issued                   224,472                                          
Minimum [Member]                                                              
Stockholders equity | $                                                     $ 2,500,000        
Investor [Member]                                                              
Shares, issued                           26,219                                  
Securities Purchase Agreement [Member]                                                              
Shares, issued                                   18,199,644                          
Shares, issued for services                                   756,069                          
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member]                                                              
Shares, issued     6,990,600                                                        
Warrants, issued     75,509,400                                                        
Warrants, exercise price | $ / shares     $ 0.00001                                                        
Securities Purchase Agreement [Member] | Investor [Member]                                                              
Shares, issued     2,330,200                   25,463                                    
Warrants, issued     25,169,800                   295,050                                    
Warrants, exercise price | $ / shares                         $ 0.0004           $ 3.546   $ 8.84                    
Common stock, par value | $ / shares                         $ 15.60                                    
Common stock warrants aggregate amount | $                         $ 5,000,000.0                                    
Securities Purchase Agreement [Member] | Investor [Member] | Pre Funded Warrants [Member]                                                              
Warrants, issued     25,169,800                                                        
Warrants, exercise price | $ / shares     $ 0.00001                                                        
Common stock, par value | $ / shares     $ 0.20                                                        
Common stock warrants aggregate amount | $     $ 16,500,000                                                        
Slinger Bag Americas Inc. [Member] | Stock Purchase Agreement [Member]                                                              
Number of shares issued for acquisition                                 50,000                            
Number of value issued for acquisition | $                                 $ 332,239                            
Sole Shareholder of SBL [Member] | Stock Purchase Agreement [Member]                                                              
Number of shares owned                               50,000                              
Slinger Bag Americas Inc. [Member]                                                              
Percentage of ownership                               100.00% 100.00%                           100.00%
Number of shares exchanged                               50,000                              
Sole Shareholder of SBL [Member]                                                              
Percentage of ownership                               82.00%                              
Foundation Sports Systems LLC [Member]                                                              
Percentage of ownership                                                       75.00%      
Foundation Sports Systems LLC [Member] | Charles Ruddy [Member]                                                              
Percentage of ownership                                                           100.00%  
v3.24.0.1
GOING CONCERN (Details Narrative) - USD ($)
9 Months Ended
Jan. 31, 2024
Apr. 30, 2023
Dec. 31, 2022
Nov. 30, 2022
Multiemployer Plan [Line Items]        
Accumulated deficit $ 154,607,884 $ 151,750,610    
Foundation Sports Systems LLC [Member]        
Multiemployer Plan [Line Items]        
Investment retained after disposal, ownership interest after disposal 25.00%      
Investment amount $ 0      
Play Sight [Member] | Foundation Sports Systems LLC [Member]        
Multiemployer Plan [Line Items]        
Discontinuing operations percentage     75.00% 75.00%
v3.24.0.1
SCHEDULE OF INVENTORY (Details) - USD ($)
Jan. 31, 2024
Apr. 30, 2023
Accounting Policies [Abstract]    
Finished Goods $ 884,130 $ 1,509,985
Component/Replacement Parts 700,718 1,712,553
Capitalized Duty/Freight 36,628 517,228
Inventory Reserve (290,465) (550,000)
Total $ 1,331,011 $ 3,189,766
v3.24.0.1
SCHEDULE OF DERIVATIVE LIABILITIES (Details)
9 Months Ended
Jan. 31, 2024
USD ($)
Offsetting Assets [Line Items]  
Note derivative balance $ 3,801,381
Note derivative (gain) loss (18,802,476)
Convertible Notes [Member]  
Offsetting Assets [Line Items]  
Note derivative balance 6,958
Note derivative (gain) loss (94,966)
Underwriter Warrants [Member]  
Offsetting Assets [Line Items]  
Note derivative balance 651
Note derivative (gain) loss (5,880)
Warrants Issued With Common Stock [Member]  
Offsetting Assets [Line Items]  
Note derivative balance
Note derivative (gain) loss (5,085,897)
Warrants Issued with Notes Payable One [Member]  
Offsetting Assets [Line Items]  
Note derivative balance
Note derivative (gain) loss (14,402,996)
Warrants Issued with Notes Payable Two [Member]  
Offsetting Assets [Line Items]  
Note derivative balance 62,261
Note derivative (gain) loss (228,353)
Warrants Issued with Notes Payable Three [Member]  
Offsetting Assets [Line Items]  
Note derivative balance 3,731,511
Note derivative (gain) loss $ 1,010,316
v3.24.0.1
SCHEDULE OF DERIVATIVE AND WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD (Details) - Valuation Technique, Option Pricing Model [Member]
9 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Measurement Input, Price Volatility [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input 150  
Measurement Input, Expected Dividend Rate [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input 0 0
Minimum [Member] | Measurement Input, Expected Term [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liabilities measurement input 2 years 9 months 3 years 6 months 3 days
Minimum [Member] | Measurement Input, Price Volatility [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input   50
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input 4.08 2.90
Maximum [Member] | Measurement Input, Expected Term [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liabilities measurement input 10 years 10 years
Maximum [Member] | Measurement Input, Price Volatility [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input   150
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]    
Property, Plant and Equipment [Line Items]    
Derivative liability measurement input 5.37 4.34
v3.24.0.1
SCHEDULE OF WARRANTS GRANTED VALUATION USING BLACK-SCHOLES PRICING METHOD (Details) - Warrant [Member] - Valuation Technique, Option Pricing Model [Member]
Jan. 31, 2024
Jan. 31, 2023
Measurement Input, Expected Term [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, term 5 years  
Measurement Input, Expected Term [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, term   5 years
Measurement Input, Expected Term [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, term   10 years
Measurement Input, Price Volatility [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate 150  
Measurement Input, Price Volatility [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate   50
Measurement Input, Price Volatility [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate   150
Measurement Input, Risk Free Interest Rate [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate 4.59  
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate   2.50
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate   4.27
Measurement Input, Expected Dividend Rate [Member]    
Property, Plant and Equipment [Line Items]    
Warrants measurement input, rate 0 0
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Jan. 31, 2024
Apr. 30, 2023
Platform Operator, Crypto-Asset [Line Items]    
Allowance for doubtful accounts $ 200,000 $ 209,690
Property plant and equipment, useful life 5 years  
Impaired intangible assets $ 1,000 101,281
Impairment of intangible assets 100,281  
Impairment of fixed assets 14,791  
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Fair value of contingent consideration $ 0 $ 418,455
v3.24.0.1
CONCENTRATION OF CREDIT RISK AND OTHER RISKS AND UNCERTAINTIES (Details Narrative)
9 Months Ended 12 Months Ended
Jan. 31, 2024
Apr. 30, 2023
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member]    
Concentration Risk [Line Items]    
Accounts payable concentration percentage 96.00% 47.00%
Accounts Payable [Member] | Lender Concentration Risk [Member] | Customer Four [Member]    
Concentration Risk [Line Items]    
Accounts payable concentration percentage 63.00% 59.00%
v3.24.0.1
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
9 Months Ended 12 Months Ended
Jan. 31, 2024
Apr. 30, 2023
Finite-Lived Intangible Assets [Line Items]    
Impairment of Intangible Assets, Finite-Lived $ 100,281  
Finite-Lived Intangible Assets, Net, Ending Balance 1,000 $ 101,281
Trade Names And Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Gross 385,582 385,582
Finite-Lived Intangible Assets, Accumulated Amortization 24,031 24,031
Impairment of Intangible Assets, Finite-Lived 360,551 260,270
Finite-Lived Intangible Assets, Net, Ending Balance $ 1,000 $ 101,281
Weighted average amortization 15 years 3 months 3 days 15 years 3 months 3 days
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Gross $ 3,930,000 $ 3,930,000
Finite-Lived Intangible Assets, Accumulated Amortization 50,038 50,038
Impairment of Intangible Assets, Finite-Lived 3,879,962 3,879,962
Finite-Lived Intangible Assets, Net, Ending Balance
Weighted average amortization 9 years 11 months 1 day 9 years 11 months 1 day
Computer Software, Intangible Asset [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Gross $ 580,000 $ 580,000
Finite-Lived Intangible Assets, Accumulated Amortization 79,608 79,608
Impairment of Intangible Assets, Finite-Lived 500,392 500,392
Finite-Lived Intangible Assets, Net, Ending Balance
Weighted average amortization 4 years 10 months 28 days 4 years 10 months 28 days
Intangiable Asset [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite-Lived Intangible Assets, Gross $ 4,895,582 $ 4,895,582
Finite-Lived Intangible Assets, Accumulated Amortization 153,677 153,677
Impairment of Intangible Assets, Finite-Lived 4,740,905 4,640,624
Finite-Lived Intangible Assets, Net, Ending Balance $ 1,000 $ 101,281
v3.24.0.1
INTANGIBLE ASSETS (Details Narrative) - USD ($)
9 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Amortization expense $ 0 $ 4,335
Impairment loss 100,281  
Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Other intangible assets 1,000  
Foundation Sports Systems LLC [Member]    
Finite-Lived Intangible Assets [Line Items]    
Impairment loss $ 100,281  
v3.24.0.1
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)
Jan. 31, 2024
Apr. 30, 2023
Payables and Accruals [Abstract]    
Accrued payroll $ 1,198,357 $ 1,535,186
Accrued bonus 864,214 1,720,606
Accrued professional fees 35,000 490,424
Other accrued expenses 1,182,794 1,165,623
Total $ 3,280,365 $ 4,911,839
v3.24.0.1
NOTE PAYABLE - RELATED PARTY (Details Narrative) - Related Party [Member] - USD ($)
3 Months Ended 9 Months Ended
Jan. 06, 2023
Jan. 14, 2022
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2024
Jan. 31, 2023
Apr. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Outstanding borrowings     $ 1,244,584   $ 1,244,584   $ 1,953,842
Interest expense     $ 95,319 $ 177,733  
Accrued interest     $ 917,957   $ 917,957   $ 917,957
Payment of exchange $ 103            
Debt instrumental $ 2,092,700            
Loan Agreements [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Loans payable   $ 1,000,000          
Proceeds from related party debt   $ 2,000,000          
Interest rate   8.00%          
v3.24.0.1
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
Jun. 17, 2022
Jun. 15, 2022
Jan. 31, 2023
Debt Disclosure [Abstract]      
Debt conversion 109,737 109,737  
Debt conversion shares issued 13,200,000    
Interest payable $ 846,301    
Unamortizated discount     $ 122,222
v3.24.0.1
NOTES PAYABLE (Details Narrative)
3 Months Ended 9 Months Ended 12 Months Ended
Jan. 29, 2024
USD ($)
Jan. 10, 2024
USD ($)
Nov. 16, 2023
USD ($)
Sep. 19, 2023
USD ($)
Aug. 21, 2023
shares
Aug. 07, 2023
USD ($)
Jun. 08, 2023
USD ($)
Jan. 06, 2023
USD ($)
$ / shares
shares
Sep. 28, 2022
USD ($)
Aug. 01, 2022
USD ($)
Jul. 29, 2022
USD ($)
Apr. 01, 2022
USD ($)
Feb. 15, 2022
USD ($)
Integer
Apr. 11, 2021
USD ($)
shares
Jan. 31, 2024
USD ($)
Oct. 31, 2023
$ / shares
shares
Jan. 31, 2023
USD ($)
Jan. 31, 2024
USD ($)
Jan. 31, 2023
USD ($)
Apr. 30, 2023
USD ($)
shares
Oct. 11, 2023
USD ($)
shares
Aug. 20, 2023
USD ($)
Short-Term Debt [Line Items]                                            
Shares issued | shares                               1,844,506       151,579    
Consideration                         $ 4,000,000                  
Consignment units | Integer                         13,000                  
Repayments of notes - related party                                     $ 4,000,000 $ 4,000,000    
Repayments of notes - related party                                   $ 710,216 62,434      
Proceeds from notes payable                                   3,728,000 1,390,000      
Derivative expense                             $ 2,721,195   $ 1,715,557 $ 14,119,784 $ 8,995,962      
Warrant [Member]                                            
Short-Term Debt [Line Items]                                            
Derivative expense                 $ 11,398,589                          
Mid City [Member]                                            
Short-Term Debt [Line Items]                                            
Shares issued | shares         42,500                                  
UFS Agreement [Member]                                            
Short-Term Debt [Line Items]                                            
Sale of consideration received           $ 797,500         $ 1,124,250                      
Payment for exchange received amount           550,000         750,000                      
Cash less fees           50,000         60,000                      
UFS Agreement [Member] | Each Week for Next Three Weeks Payments [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount                     13,491                      
UFS Agreement [Member] | Thereafter Per Week Payments [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount                     44,970                      
UFS Agreement [Member] | Each Week Payments [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount           $ 30,000                                
Cedar Agreement [Member]                                            
Short-Term Debt [Line Items]                                            
Sale of consideration received $ 1,183,200                   1,124,250                      
Payment for exchange received amount 752,000                   750,000                      
Cash less fees                     60,000                      
Cedar Agreement [Member] | Each Week for Next Three Weeks [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount                     13,491                      
Cedar Agreement [Member] | Thereafter Per Week [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount                     $ 44,970                      
Cedar Agreement [Member] | Each Week Until Receivable Amount [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount $ 39,440                                          
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member]                                            
Short-Term Debt [Line Items]                                            
Proceeds from notes payable               $ 600,000                            
Shares issued price per share | $ / shares               $ 8.84               $ 1.90            
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Warrant [Member]                                            
Short-Term Debt [Line Items]                                            
Notes payable               $ 0                            
Warrants granted               3,715,557                            
Derivative expense               1,715,557                            
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Notes [Member]                                            
Short-Term Debt [Line Items]                                            
Proceeds from notes payable               1,400,000                            
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Maximum [Member]                                            
Short-Term Debt [Line Items]                                            
Aggregate principal amount               $ 2,000,000                            
Common stock exercisable, shares | shares               452,489                            
Loan and Security Modification Agreement [Member]                                            
Short-Term Debt [Line Items]                                            
Aggregate principal amount                                         $ 1,000,000  
Shares issued price per share | $ / shares               $ 1.90                            
Common stock exercisable, shares | shares                                         169,196  
Fair value derivate liability                                         $ 290,514  
Meged Agreement [Member]                                            
Short-Term Debt [Line Items]                                            
Sale of consideration received       $ 423,000     $ 315,689                              
Payment for exchange received amount       70,153.20     210,600                              
Cash less fees             10,580                              
Meged Agreement [Member] | Meged Receivables Amount [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount             $ 17,538                              
Meged Agreement [Member] | Meged Second Receivable Amount [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount       $ 15,107.14                                    
Agile Capital Funding [Member]                                            
Short-Term Debt [Line Items]                                            
Sale of consideration received   $ 1,460,000 $ 693,500                                      
Payment for exchange received amount   1,000,000 450,000                                      
Agile Capital Funding [Member] | Each Week Until Receivable Amount [Member]                                            
Short-Term Debt [Line Items]                                            
Payment for exchange received amount   $ 52,142.86 $ 28,895.83                                      
Valuation Technique, Option Pricing Model [Member]                                            
Short-Term Debt [Line Items]                                            
Derivative liability                           $ 1,251,910                
Promissory Note Payable [Member]                                            
Short-Term Debt [Line Items]                                            
Shares issued | shares                           681                
Interest rate                           20.00%                
Payables                           $ 1,500,000                
Extinguishment of debt                           1,501,914                
Debt conversion, amount                           $ 1,250,004                
Fair value of derivative liability                                           $ 1,456,854
Notes Payable [Member]                                            
Short-Term Debt [Line Items]                                            
Notes payable                       $ 500,000                    
Debt maturity date                       Jul. 01, 2022                    
Interest rate                       8.00%                    
Repayments of notes - related party                   $ 500,000                        
New Loan [Member] | Loan and Security Modification Agreement [Member]                                            
Short-Term Debt [Line Items]                                            
Aggregate principal amount                                         $ 3,000,000  
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
9 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Apr. 30, 2023
Jun. 17, 2022
Related Party Transaction [Line Items]        
Accrued interest - related party       $ 846,301
Related Party [Member]        
Related Party Transaction [Line Items]        
Outstanding notes payable $ 1,244,584   $ 1,953,842  
Accrued interest - related party 917,957   $ 917,957  
Revenue from related parties 105,400 $ 92,887    
Outstanding accounts receivable $ 71,048 $ 91,857    
v3.24.0.1
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 23, 2024
Jan. 20, 2024
Jan. 19, 2024
Jan. 18, 2024
Dec. 06, 2023
Oct. 01, 2023
Jan. 26, 2023
Jan. 06, 2023
Dec. 06, 2022
Nov. 21, 2022
Oct. 12, 2022
Sep. 28, 2022
Aug. 25, 2022
Jun. 27, 2022
Jun. 17, 2022
Jun. 15, 2022
Jun. 14, 2022
Jun. 30, 2022
Jan. 31, 2024
Oct. 31, 2023
Jul. 31, 2023
Jan. 31, 2023
Oct. 31, 2022
Jul. 31, 2022
Jan. 31, 2024
Jan. 31, 2023
Apr. 30, 2023
Sep. 28, 2023
Apr. 30, 2022
Class of Warrant or Right [Line Items]                                                          
Common stock, par value                                     $ 0.001           $ 0.001   $ 0.001    
Common stock, shares issued                                     20,572,447           20,572,447   338,579    
Common stock, shares outstanding                                     20,572,447           20,572,447   338,579    
Shares, issued 200,000                                       189,718                
Number of shares issued during the period                                         $ 188   $ 4,195,000          
Stock issued during period, shares, issued for settlement of accounts payable                                         67,500                
Stock issued during period, shares, issued for settlement                                         1,350                
Exercise of warrants, shares                                       1,708,152 27,000                
Profit guarantee on note, shares                                       85,000 93,680                
Cash, shares                                       1,844,506             151,579    
Warrants granted for services, shares 200,000           150                         13,707                  
Stock issued for contingent consideration                                       1,964                  
Reverse stock split                                       35,683                  
Reverse stock split                                 1-for-10 reverse stock split     1 for 40 reverse split                  
Debt conversion of convertible notes, shares                             109,737 109,737                          
Warrants to purchase common stock         4,972,203                                                
Warrants, exercise price         $ 0.001                                                
Proceeds from common stock                                                 $ 17,961,828 $ 9,194,882      
Shares issued for acquisition             6,993     675 48,098             14,960                      
Warrants granted for services                                     $ 267,896 $ 28,062 $ 1,836   35,250          
Derivative expense                                     $ 2,721,195     $ 1,715,557     14,119,784 8,995,962      
Borrowing from notes payable                                                 $ 3,728,000 $ 1,390,000      
Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants granted for services, shares                       7,717,874                         50,000        
Warrants granted for services                                                 $ 50,873        
Derivative expense                       $ 11,398,589                                  
Common Stock [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Number of shares issued during the period                                             $ 25 $ 26          
Cash, shares                                             25,463 26,219          
Warrants granted for services, shares                                     756,069 13,707 188 150   625          
Shares owed to shareholders                                     20,572,447 2,372,803 528,297 338,579 330,761 256,450 20,572,447 338,579 338,579   104,871
Shares issued for acquisition                                     56 1,964 1,350 7,668 48,098 14,960          
Warrants granted for services                                     $ 756 $ 14   $ 1          
Common Stock [Member] | Sapir LLC [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Sale of Stock, Number of Shares Issued in Transaction       224,472 224,472                                                
Gameface AI [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                           14,960                              
Midcity Capital Ltd [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                         750                                
Investor [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                               26,219                          
Gabriel Goldman [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants granted for services, shares                           625                              
Officer [Member] | Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants, exercise price   $ 0.001                                                      
Warrants granted   11,697,862                                                      
Warrants term   10 years                                                      
Deferred compensation   $ 2,187,500                                                      
Securities Purchase Agreement [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                                     18,199,644                    
Warrants granted for services, shares                                     756,069                    
Shares owed to shareholders                                     56           56        
Shares, issued for settlements                                     2,567,500           2,567,500        
Cashless exercises of warrants                                     2,913,216                    
Number of shares to be issued     6,990,600                                                    
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares     6,990,600                                                    
Warrants to purchase common stock     75,509,400                                                    
Warrants, exercise price     $ 0.00001                                                    
Common stock warrants aggregate amount     16.5                                                    
Shares issued price per share     $ 0.20                                                    
Warrants issued     75,509,400                                                    
Securities Purchase Agreement [Member] | Investor [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock, par value                       $ 15.60                                  
Cash, shares     2,330,200                 25,463                                  
Warrants to purchase common stock     25,169,800                 295,050                                  
Warrant, per share                       $ 15.596                                  
Common stock warrants aggregate amount                       $ 5,000,000.0                                  
Warrants, exercise price                       $ 0.0004               $ 3.546   $ 8.84       $ 8.84      
Proceeds from common stock                       $ 4,549,882                                  
Securities Purchase Agreement [Member] | Investor [Member] | Pre Funded Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock, par value     $ 0.20                                                    
Warrants to purchase common stock     25,169,800                                                    
Common stock warrants aggregate amount     $ 16,500,000                                                    
Warrants, exercise price     $ 0.00001                                                    
Securities Purchase Agreement [Member] | Investor [Member] | 5-Year Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock, par value                       $ 15.60                                  
Warrants to purchase common stock                       320,513                                  
Securities Purchase Agreement [Member] | Investor [Member] | 7-Year Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                       641,026                                  
Securities Purchase Agreement [Member] | Investor [Member] | 7.5 -Year Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock, par value                       $ 17.20                                  
Cash, shares                       641,026                                  
Warrants to purchase common stock                       641,026                                  
Securities Purchase Agreement [Member] | Investor [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Cash, shares                                     11,962,803                    
Amended Loan Agreement [Member] | Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants granted for services, shares           169,196                                              
Inducement Letter [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock, par value         $ 0.001                                                
Common stock warrants aggregate amount         4,972,203                                                
Common stock issuable exercise of warrant               452,489                                          
Inducement Letter [Member] | September Two Thousand Twenty Two Five Year Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants, exercise price                       $ 3.546                                  
Common stock issuable exercise of warrant                       3,109,563                                  
Inducement Letter [Member] | September Two Thousand Twenty Two Seven And Half Year Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants, exercise price                                                       $ 3.546  
Inducement Letter [Member] | Common Stock [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock issuable exercise of warrant                       1,410,151                                  
Inducement Letter [Member] | New Warrants [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Warrants, exercise price                 $ 0.294                                        
Common stock warrants aggregate amount                 4,972,203                                        
Inducement Letter [Member] | New Warrants Shares [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Common stock warrants aggregate amount                 9,944,406                                        
Proceeds from issuance of warrants                 $ 1,461,827.68                                        
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Shares issued price per share               $ 8.84                       $ 1.90                  
Borrowing from notes payable               $ 600,000                                          
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Notes [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Reverse stock split               1-for-40                                          
Borrowing from notes payable               $ 1,400,000                                          
Share price               $ 0.221                                          
Share price               $ 8.84                                          
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Maximum [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Aggregate principal amount               $ 2,000,000                                          
Debt instrument interest rate effective percentage               4.33%                                          
Common stock exercisable, shares               452,489                                          
Loan and Security Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | Warrant [Member]                                                          
Class of Warrant or Right [Line Items]                                                          
Derivative expense               $ 1,715,557                                          
v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Details Narrative)
1 Months Ended 9 Months Ended
Jan. 22, 2024
USD ($)
Dec. 12, 2023
Integer
$ / shares
Feb. 08, 2023
USD ($)
Jan. 26, 2023
shares
Nov. 21, 2022
shares
Oct. 12, 2022
shares
Jun. 30, 2022
shares
Jan. 31, 2024
USD ($)
Jan. 31, 2023
USD ($)
Jan. 30, 2024
USD ($)
Oct. 23, 2023
USD ($)
Dec. 05, 2022
USD ($)
Feb. 02, 2022
USD ($)
Loss Contingencies [Line Items]                          
Rent expense               $ 6,983 $ 9,207        
Fair value of common stock                         $ 1,334,000
Number of stock issued | shares       6,993 675 48,098 14,960            
Balance of contingent consideration                     $ 418,455    
Cash $ 16,500,000                     $ 500,000  
Stockholders equity 4,045,326                        
Investments $ 16,500,000                 $ 16,500,000   $ 500,000  
Bit price | $ / shares   $ 1.00                      
Threshold consecutive trading days | Integer   30                      
Minimum [Member]                          
Loss Contingencies [Line Items]                          
Minimum stockholders equity requirement amount                 $ 2,500,000        
Alleged Breach Senior Convertible Note [Member] | Oasis Capital LLC [Member]                          
Loss Contingencies [Line Items]                          
Loss contingency damages seeking value     $ 764,647.53                    
Debt instrument interest rate stated percentage     8.00%                    
Debt instrument, face amount     $ 600,000                    
v3.24.0.1
SCHEDULE OF DISCONTINUED OPERATIONS (Details)
9 Months Ended
Jan. 31, 2023
USD ($)
DISCONTINUED OPERATIONS  
Revenue $ 3,954,149
Operating expenses 8,416,117
Other (income) loss
Net loss from discontinued operations $ (4,461,968)
v3.24.0.1
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)
Nov. 27, 2022
Jan. 30, 2024
Jan. 22, 2024
Dec. 05, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Cash     $ 16,500,000 $ 500,000
Investments   $ 16,500,000 $ 16,500,000 $ 500,000
Foundation Sports To Charles Ruddy [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Ownership percentage by parrent       75.00%
Ownership percentage by non-controlling owners       25.00%
Share Purchase Agreement [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Shares issued and outstanding percentage 100.00%      
Discontinued operation description (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 $600,000; and (3) cash consideration of $2,000,000 to be paid to the Company in the form of a promissory note that matures on December 31, 2023.      
Cash consideration $ 2,000,000      
Employee Agreement [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Cash consideration $ 600,000      
v3.24.0.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Feb. 02, 2024
Oct. 31, 2023
Apr. 30, 2023
Subsequent Event [Line Items]      
Cash, shares   1,844,506 151,579
Subsequent Event [Member] | Yonah Kalfa [Member]      
Subsequent Event [Line Items]      
Cash, shares 5,347,594    
Deferred base salary $ 137,000    

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