Connexa Sports Technologies Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, on June 12, 2025, Warren Andrew Thomson resigned from the board of directors (the “Board”) of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately.
Also as previously reported, on July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board (the “Audit Committee”), the Company is not currently in compliance with Nasdaq Listing Rule 5605. The Notice has no immediate effect on the listing or trading of the Company’s common stock. Nasdaq Listing Rule 5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised of at least three independent directors. The Company currently has four directors, only two of whom qualify as independent directors. In addition, the Audit Committee currently comprises only two independent directors.
To regain compliance with Nasdaq Listing Rule 5605, on August 15, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Bini Zhu to the Board. Ms. Zhu will also serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has determined that Ms. Zhu is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3 and is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
On the same day, the Company entered into a Director Service and Indemnity Agreement (the “Director Agreement”) with Ms. Zhu. Pursuant to the Director Agreement, Ms. Zhu will receive compensation for her service on the Board and any of its committees for cash compensation of $15,000 per financial quarter as payment in arrear.
As a result of Ms. Zhu’s appointment to the Board, the Company believes that it has now regained compliance with the independent director and the audit committee composition requirements as set forth in Nasdaq Listing Rule 5605.
The foregoing description of the terms of the Director Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Bini Zhu is a certified public accountant licensed in Texas with expertise in financial reporting, IPO auditing, regulatory compliance, and cross-border transactions. With over eight years of experience, Ms. Zhu has successfully guided multiple companies through IPOs on Nasdaq, the NYSE, and the OTC markets. She specializes in addressing complex audit challenges, risk mitigation, SEC filings, and capital structuring.
Ms. Zhu has been a partner at Nordic Consulting Co., Ltd. since March 2024, where she assists clients with financial reporting for SEC filings, advises them on fundraising strategies, particularly with respect to public capital markets, and helps with investor roadshows, preparing pitch decks and financial models to communicate her clients’ value proposition to potential investors. From February 2022 to March 2024, Ms. Zhu was an audit manager at WWC, P.C., where she led IPO audit engagements for Asian and U.S. companies on Nasdaq and the NYSE, focusing on compliance with SEC and PCAOB guidelines. As a senior audit associate at Marcum LLP from March 2019 to February 2022, Ms. Zhu helped clients navigate the IPO process by assisting with financial statements and internal control assessments and documenting audit procedures to improve compliance with U.S. and international standards.
The Board believes that Ms. Zhu’s qualification as a certified public accountant, as well as her experience with listed companies’ audits, regulatory compliance, and cross-border transactions, will enable her to contribute meaningfully to the Company as an independent director.
Family Relationships
Ms. Zhu does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Ms. Zhu reportable under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 10.1 | Director Service and Indemnity Agreement, dated August 15, 2025, by and between Connexa Sports Technologies Inc. and Bini Zhu | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. | ||
| a Delaware corporation | ||
| Dated: August 21, 2025 | By: | /s/ Thomas Tarala |
| Chief Executive Officer | ||