Signing Day Sports Enters New Agreement, Terminates Old One

TL;DR

Signing Day Sports just signed a new deal and ditched an old one, plus sold some stock.

AI Summary

On May 16, 2024, Signing Day Sports, Inc. entered into a material definitive agreement and simultaneously terminated a previous one. The company also incurred a direct financial obligation and engaged in unregistered sales of equity securities. These events are detailed in their 8-K filing.

Why It Matters

This filing indicates significant changes in the company's contractual and financial obligations, potentially impacting its operational structure and financial health.

Risk Assessment

Risk Level: medium — The simultaneous entry into a new material agreement and termination of an old one, along with unregistered equity sales, suggests potential financial restructuring or significant operational shifts that carry inherent risks.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• May 16, 2024 (date) — Date of earliest event reported

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 "Note"), 187,500 shares of the Com
• $375,000 — y the Investor of the purchase price of $375,000, remains subject to certain conditions.
• $175,000 — tional amount of at least an additional $175,000 to the Company subject to the same term
• $198,611, b — itional aggregate principal of at least $198,611, based on the 10% original issuance discou
• $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
• $2 m — e Company and the CBAZ in the amount of $2 million, and which is secured by a certif
• $2.1 million — CBAZ having a balance of approximately $2.1 million (the "Prior Secured Note"). The Company
• $0.01 — Stock for an initial exercise price of $0.01 per share from the date of an Event of
• $25 million — im Registration Rights Agreement, up to $25 million of the Company's common stock, $0.0001

Filing Documents

• ea0206439-8k_signing.htm (8-K) — 59KB
• ea020643901ex4-1_signing.htm (EX-4.1) — 140KB
• ea020643901ex4-2_signing.htm (EX-4.2) — 137KB
• ea020643901ex4-3_signing.htm (EX-4.3) — 129KB
• ea020643901ex10-1_signing.htm (EX-10.1) — 274KB
• ea020643901ex10-2_signing.htm (EX-10.2) — 158KB
• ea020643901ex10-3_signing.htm (EX-10.3) — 92KB
• 0001213900-24-044523.txt ( ) — 1408KB
• sgn-20240516.xsd (EX-101.SCH) — 3KB
• sgn-20240516_lab.xml (EX-101.LAB) — 33KB
• sgn-20240516_pre.xml (EX-101.PRE) — 22KB
• ea0206439-8k_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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 is required to issue the Investor a senior secured convertible promissory note with principal of $412,500 (the "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 (the "Security Agreement") pursuant to which the Company will grant the Investor a security interest in certain property of the Company to secure the Company's obligations under the FF Note. 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, remains subject to certain conditions. Under the Company's engagement letter agreement with Boustead Securities, LLC, a registered broker-dealer ("Boustead"), Boustead is acting as the placement agent in connection with the transactions contemplated by the FirstFire Purchase Agreement, for which the Company will pay to Boustead cash in the amount of 8.0% of the amount paid by the Investor to the Company pursuant to the FirstFire Purchase Agreement; shares of common stock in an amount equal to 7.0% of the FF Commitment Shares; and placement agent warrants to purchase up to the number of shares equal to 7.0% of the shares of common stock issuable to the Investor pursuant to conversion of the FF Note, exercise of the First FF War

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by the Company on January 8, 2024, the Company entered into a Common Stock Purchase Agreement, dated as of January 5, 2024 (the "Tumim Purchase Agreement"), and a Registration Rights Agreement, date d as of January 5, 2024 (the "Tumim Registration Rights Agreement"), with Tumim Stone Capital LLC ("Tumim") , pursuant to which Tumim had committed to purchase, upon the terms and conditions specified in the Tumim Purchase Agreement and the Tumim Registration Rights Agreement, up to $25 million of the Company's common stock, $0.0001 par value per share. On May 16, 2024, the Company and Tumim agreed by mutual written consent and pursuant to its terms to terminate the Tumim Purchase Agreement, effective immediately. In connection with this termination, Tumim also waived the prohibition under the Purchase Agreement on the Company entering into a Variable Rate Transaction (as defined in the Tumim Purchase Agreement) which otherwise would have survived termination of the Tumim Purchase Agreement for a six-month period. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference. The securities that may be issued by the Company to the Investor under the FirstFire Purchase Agreement are being offered and sold by the Company to the Investor in a transaction that is exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the FirstFire Purchase Agreement, the Investor represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold to the Investor under the FirstFire Purchase Agreement have not been and will not be registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws. The securities that may be issued by the Company to Boustead under the Company's engagement letter agreement with Boustead are being offered and sold by the Company to Boustead in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder. Accordingly, the offer and sale by the Company of the securities that may be issued and sold to Boustead under its engagement letter agreement have not been and will not be registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities A

01

Item 7.01 Regulation FD Disclosure. The information set forth under Item 1.01, Item 1.02 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 4

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 4.1 Form of Senior Secured Promissory Note 4.2 Form of First Common Stock Purchase Warrant 4.3 Form of Second Common Stock Purchase Warrant 10.1 Securities Purchase Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.2 Security Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.3 Registration Rights Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 5

SIGNATURES

SIGNATURES 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. Date: May 17, 2024 SIGNING DAY SPORTS, INC. /s/ Daniel D. Nelson Name: Daniel D. Nelson Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR