Signing Day Sports Files 8-K Amendment

TL;DR

Signing Day Sports amended its 8-K filing, signaling major shifts in deals and obligations.

AI Summary

Signing Day Sports, Inc. filed an amendment (8-K/A) on May 21, 2024, to a previous Form 8-K dated May 16, 2024. This amendment pertains to the entry into and termination of material definitive agreements, creation of financial obligations, unregistered sales of equity securities, and material modifications to security holder rights. The filing indicates a significant restructuring or change in contractual relationships for the company.

Why It Matters

This amendment suggests significant changes in the company's contractual agreements and financial obligations, which could impact its operational structure and investor relations.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate complex corporate actions, potential disputes, or significant financial restructuring, warranting closer investor scrutiny.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• May 16, 2024 (date) — Earliest event date reported
• May 21, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SGN NYSE Americ
• $412,500 — tible promissory note with principal of $412,500 (the "FF Note"), 187,500 shares of the
• $2,100,000 — ("CBAZ") with an approximate balance of $2,100,000 together with (i) all interest, whether
• $2,000,000 — ote in the original principal amount of $2,000,000 issued by the Company to CBAZ, dated as
• $375,000 — y the Investor of the purchase price of $375,000, was subject to certain conditions. On
• $336,500 — $375,000, of which the Company received $336,500 in net proceeds after deductions of the
• $26,250 — uctions of the placement agent's fee of $26,250 and non-accountable expense allowance o
• $3,750 — nd non-accountable expense allowance of $3,750, and Investor counsel's fees of $8,500.
• $8,500 — $3,750, and Investor counsel's fees of $8,500. The Company also issued the First FF P
• $175,000 — tional amount of at least an additional $175,000 to the Company, subject to the same ter
• $198,611, b — omissory note for principal of at least $198,611, based on the 10% original issuance discou
• $41,250 — h the latest date of maturity (equal to $41,250) be paid. The FF Note will mature on th
• $56,715 — o make monthly amortization payments of $56,715 commencing September 16, 2024. The Comp
• $0.30 — stock at an initial conversion price of $0.30 per share, subject to adjustment, inclu
• $0.195 — such date is not on a trading day), and $0.195 per share, subject to adjustment. The n

Filing Documents

• ea0206576-8ka1_signing.htm (8-K/A) — 74KB
• ea020657601ex4-4_signing.htm (EX-4.4) — 96KB
• ea020657601ex4-5_signing.htm (EX-4.5) — 95KB
• ea020657601ex10-4_signing.htm (EX-10.4) — 22KB
• 0001213900-24-045354.txt ( ) — 526KB
• sgn-20240516.xsd (EX-101.SCH) — 3KB
• sgn-20240516_lab.xml (EX-101.LAB) — 33KB
• sgn-20240516_pre.xml (EX-101.PRE) — 22KB
• ea0206576-8ka1_signing_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 SIGNING DAY SPORTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41863 87-2792157 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 8355 East Hartford Rd. , Suite 100 , Scottsdale , AZ 85255 (Address of principal executive offices) (Zip Code) (480) 220-6814 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share SGN NYSE American LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE On May 17, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), filed a Current Report on Form 8-K (the "Original Form 8-K") with the Securities and Exchange Commission (the "SEC"). This Amendment No. 1 to Current Report on Form 8-K/A (this "Amendment to Original Form 8-K") amends, updates and restates the Original Form 8-K in its entirety. 1 Item 1.01 Entry into a Material Definitive Agreement. On May 16, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement, dated as of May 16, 2024 (the "FirstFire Purchase Agreement"), with FirstFire Global Opportunities Fund, LLC (the "Investor"), pursuant to which the Company was required to issue the Investor a senior secured convertible promissory note with principal of $412,500 (the "FF Note"), 187,500 shares of the Company's common stock, par value $0.0001 per share ("common stock"), as a commitment fee (the "FF Commitment Shares"), a warrant to purchase up to 1,375,000 shares of common stock (the "First FF Warrant"), and a second warrant to purchase up to 250,000 shares of common stock (the "Second FF Warrant," and together with the First FF Warrant, the "FF Warrants"). The Company also entered into a security agreement with the Investor, dated as of May 16, 2024 (the "Security Agreement"), pursuant to which the Company will grant the Investor a security interest to secure the Company's obligations under the FF Note in all assets of the Company except for a certificate of deposit account with Commerce Bank of Arizona ("CBAZ") with an approximate balance of $2,100,000 together with (i) all interest, whether now accrued or hereafter accruing; (ii) all additional deposits made to such account; (iii) any and all proceeds from such account; and (iv) all renewals, replacements and substitutions for any of the foregoing, which is subject to that certain Assignment of Deposit Account, dated as of December 11, 2023, between the Company and CBAZ, until the full repayment of that certain Promissory Note in the original principal amount of $2,000,000 issued by the Company to CBAZ, dated as of December 11, 2023 and maturing on December 11, 2024 (the "Prior Secured Note"), pursuant to that certain Business Loan Agreement, dated as of December 11, 2023, between the Company and CBAZ. The closing of the transaction under the FirstFire Purchase Agreement, including payment to the Company by the Investor of the purchase price of $375,000, was subject to certain conditions. On May 20, 2024, such conditions were met. As a result, the Company issued the FF Commitment Shares, and the FF Note and the FF Warrants were released from escrow and issued as of May 16, 2024, and the Investor paid $375,000, of which the Company received $336,500 in net proceeds after deductions of the placement agent's fee of $26,250 and non-accountable expense allowance of $3,750, and Investor counsel's fees of $8,500. The Company also issued the

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