Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On January 8, 2025, Connexa Sports Technologies Inc., a Delaware corporation (the "Company") entered into a sales agreement with A.G.P./Alliance Global Partners (the "Agent"), pursuant to which the Company may sell from time to time, at its option, shares of the Company's common stock through or to the Agent, as sales agent or principal. The issuance and sale, if any, of shares of the Company's common stock under the Sales Agreement will be pursuant to the Company's registration statement on Form S-3 (File No. 333- 279880) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") on January 8, 2025 and are described in detail in the related base prospectus and prospectus supplement included as part of the Registration Statement. In accordance with the terms of the Sales Agreement, under the prospectus supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $11,347,850 from time to time through or to the Agent.

The sale, if any, of shares of the Company's common stock under the Sales Agreement will be made by any method permitted that is deemed to be an "at-the-market" equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market or any other trading market for the Company's common stock. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts to sell the shares of the Company's common stock from time to time, based on the Company's instructions.

The compensation payable to the Agent as sales agent shall be 3.0% of the gross proceeds from each sale of the shares through or to the Agent pursuant to the Sales Agreement. In addition, the Company will reimburse the Agent for certain out-of-pocket costs and expenses incurred in connection with the Sales Agreement in an amount not to exceed $50,000 and up to an additional $20,000 per fiscal year for maintenance, and the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.

The Company is not obligated to make any sales of shares of common stock under the Sales Agreement. The Sales Agreement shall automatically terminate upon the earlier to occur of (i) issuance and sale of all of the common stock having an aggregate offering price of up to $11,347,850 to or through the Sales Agent and (ii) the expiration of the Registration Statement on the third anniversary of the initial effective date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act, unless earlier terminated upon (a) the election of the Agent upon the occurrence of certain adverse events, (b) five days' advance notice from the Company to the Agent or five days' advance notice from the Agent to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the Sales Agreement.

The Sales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the common stock discussed herein, nor shall there be any offer, solicitation, or sale of the common stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.