Item 1.01. Entry into a Material Definitive Agreement.
On
(i) a promissory note in the amount ofU.S. $2 million issued and delivered to the Company (the "Promissory Note"). (ii) The maturity due date of the Promissory Note isDecember 31, 2023 subject to a one year extension in the discretion of the Buyer untilDecember 31, 2024 . (iii) The Promissory Note can be partially paid over the time, but in the event it is not paid in full byDecember 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 ofAltshuler 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 has also released PlaySight from all of its obligations (except for those created by the Agreement) in respect of the Company, including any inter-company debts on the books, and the Buyer has released the Company from all of its obligations (except for those created by the Agreement) in respect of PlaySight and the Buyer.
The Company and the Buyer have also agreed to use their best efforts to enter into a non-exclusive binding agreement within three (3) months from the date of the Agreement that permits the Company to receive individual and match analytics for racquet sports (including, but not limited to, tennis, padel and pickle ball) without any upfront cost to the Company and based on revenues to be received from the Company's customers and users of the analytics. For the avoidance of doubt, the specific terms of such cooperation shall be determined by the Buyer and the Company within the final cooperation agreement, and if it would require PlaySight for the exclusive purpose of such cooperation to develop any additional and new features, which do not exist in the current system of PlaySight, then such R&D costs shall be solely covered by the Company. Any future features that will be developed within PlaySight's ordinary course of business, and not exclusively for the purpose of the cooperation agreement, shall not be covered by Company.
The reason for the entry into the Agreement and the transactions contemplated
thereby is to eliminate the need for the Company to provide further financing
for PlaySight's operations. The obligations that the Company assumed in
connection with the merger agreement dated
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement and the Promissory Note, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information reported in Item 1.01 is incorporated by reference into this Item 2.01.
On
The foregoing description of the sale of PlaySight is qualified in its entirety by reference to the Agreement and Promissory Note, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(b) Pro Forma Financial Statements
Pro forma financial statements will be filed within 71 days of the filing of the Company's original Form 8-K reporting the disposition of PlaySight.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description 10.1 Share Purchase Agreement datedNovember 27, 2022 by and amongConnexa Sports Technologies Inc. ,PlaySight Interactive Ltd. andChen Shachar andEvgeni Khazanov (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filedDecember 1, 2022 ) 10.2 Promissory Note datedNovember 27, 2022 by and amongConnexa Sports Technologies Inc. ,PlaySight Interactive Ltd. andChen Shachar andEvgeni Khazanov (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filedDecember 1, 2022 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONNEXA SPORTS TECHNOLOGIES inc. aDelaware corporation
Dated:December 5, 2022 By: /s/ Mike Ballardie Chief Executive Officer 2
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