Connexa Sports Technologies : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed on the current reports on Form 8-K on September 19, 2019 and May 27, 2020, Aitan Zacharin provides consulting services to Connexa Sports Technologies Inc. (the "Company") in respect of investor relations and financial structuring, pursuant to a consulting agreement, as amended and restated on April 30, 2020 (the "AZ Consulting Agreement"). Pursuant to the AZ Consulting Agreement, the Company owes Mr. Zacharin $127,500 as consulting fee compensation (the "Consulting Fee Compensation") through November 30, 2023 and has granted $127,500 as discretionary compensation ("Discretionary Compensation") to Mr. Zacharin based on Section 2.1(d) of the AZ Consulting Agreement. In consideration of Consulting Fee Compensation and Discretionary Compensation, on November 14, 2023, the Company issued a total of 224,472 shares of common stock (the "Shares") to 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.

The Shares were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.