Business Context and Reporting Period
This Form 8-K is filed by Connexa Sports Technologies Inc. (trading symbol: CNXA) on August 28, 2022. The report addresses a change in the company's independent registered public accounting firm and the company's current status regarding Nasdaq listing compliance due to a delayed Annual Report.
Key Financial Metrics
This filing is a current report regarding corporate governance and regulatory compliance. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metric.
Material Changes
- Change in Auditor: The Board of Directors re-engaged Mac Accounting Group, LLP as the independent registered public accounting firm for the fiscal year ended April 30, 2022, effective immediately. This replaces WithumSmith + Brown, PC, who was dismissed.
- Rationale: The re-engagement of Mac is intended to complete the audit for the fiscal year ended April 30, 2022, in a more cost-effective and efficient manner due to their prior familiarity with the company.
- Regulatory Status: The company received a letter from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) because the Form 10-K for the fiscal year ended April 30, 2022, has not been filed.
- Compliance Timeline: The company has 60 calendar days (until October 17, 2022) to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 days from the original due date (until February 13, 2023).
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the company's ability to complete the Form 10-K filing within the prescribed period and to timely file future periodic reports, including the quarterly report for the three months ended July 31, 2022.
- Key Risks: There is uncertainty regarding the timing of the Form 10-K completion and the ability to compile unaudited financial statements for the quarter ended July 31, 2022.
- Auditor Disagreements: The company states there were no disagreements with the former auditor (Withum) on accounting principles, practices, or disclosures, and no reportable events occurred during Withum's engagement.
Investor Verification Checklist
- Verify the status of the Form 10-K for the fiscal year ended April 30, 2022, and whether it has been filed.
- Confirm the company's submission of a compliance plan to Nasdaq by the October 17, 2022 deadline.
- Monitor the filing of the quarterly report for the three months ended July 31, 2022, which is currently uncertain.
- Review the letter from WithumSmith + Brown, PC (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.