Signing Day Sports Files 8-K on New Agreements

TL;DR

SDS inked a new deal, creating debt and selling stock. Details to come.

AI Summary

On June 18, 2024, Signing Day Sports, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and financial obligations are not fully disclosed in this initial filing.

Why It Matters

This filing indicates new financial commitments and potential equity dilution for Signing Day Sports, Inc., which could impact its financial standing and stock value.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial risk and potential dilution.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• June 18, 2024 (date) — Date of earliest event reported
• 001-41863 (company) — Commission File Number
• 87-2792157 (company) — IRS Employer Identification No.
• 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 (company) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SGN NYSE Americ
• $198,611 — ecured promissory note for principal of $198,611 (the "June 2024 FF Note"); 90,277 share
• $0.30 — n stock at an initial exercise price of $0.30 per share (the "First June 2024 FF Warr
• $0.01 — n stock at an initial exercise price of $0.01 per share exercisable from the date of
• $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
• $175,000 — Fire's payment of the purchase price of $175,000, was subject to certain conditions. On
• $154,500 — $175,000, of which the Company received $154,500 in net proceeds after deductions of the
• $12,250 — uctions of the placement agent's fee of $12,250 and non-accountable expense allowance o
• $1,750 — nd non-accountable expense allowance of $1,750, and FirstFire counsel's fees of $6,500
• $6,500 — $1,750, and FirstFire counsel's fees of $6,500. June 2024 FF Purchase Agreement Und
• $19,861 — ate of maturity (equal to approximately $19,861) be paid. The June 2024 FF Note will ma
• $27,309 — amortization payments of approximately $27,309 each commencing October 18, 2024. The C
• $0.195 — such date is not on a trading day), and $0.195 per share. The June 2024 FF Note defin
• $3,000 — pal balance of the June 2024 FF Note by $3,000 each calendar month until the June 2024

Filing Documents

• ea0208133-8k_signing.htm (8-K) — 66KB
• ea020813301ex4-1_signing.htm (EX-4.1) — 158KB
• ea020813301ex4-2_signing.htm (EX-4.2) — 127KB
• ea020813301ex4-3_signing.htm (EX-4.3) — 138KB
• ea020813301ex10-1_signing.htm (EX-10.1) — 240KB
• ea020813301ex10-2_signing.htm (EX-10.2) — 135KB
• ea020813301ex10-3_signing.htm (EX-10.3) — 89KB
• ea020813301ex10-4_signing.htm (EX-10.4) — 21KB
• ea020813301ex10-5_signing.htm (EX-10.5) — 11KB
• 0001213900-24-053991.txt ( ) — 1410KB
• sgn-20240618.xsd (EX-101.SCH) — 3KB
• sgn-20240618_lab.xml (EX-101.LAB) — 33KB
• sgn-20240618_pre.xml (EX-101.PRE) — 22KB
• ea0208133-8k_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Transaction with FirstFire Global Opportunities Fund, LLC On June 18, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement, dated as of June 18, 2024 (the "June 2024 FF Purchase Agreement"), between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company ("FirstFire"), pursuant to which, as a private placement transaction, the Company was required to issue FirstFire a senior secured promissory note for principal of $198,611 (the "June 2024 FF Note"); 90,277 shares of the Company's common stock, par value $0.0001 per share ("common stock"), as partial consideration for the purchase of the June 2024 FF Note (the "June 2024 FF Commitment Shares"); a common stock purchase warrant for the purchase of up to 662,036 shares of common stock at an initial exercise price of $0.30 per share (the "First June 2024 FF Warrant"), as partial consideration for the purchase of the June 2024 FF Note; and a common stock purchase warrant for the purchase of up to 120,370 shares of common stock at an initial exercise price of $0.01 per share exercisable from the date of an Event of Default (as defined in the June 2024 FF Note) under the June 2024 FF Note (the "Second June 2024 FF Warrant," and together with the First June 2024 FF Warrant, the "June 2024 FF Warrants"), as partial consideration for the purchase of the June 2024 FF Note. The Company also entered into a Security Agreement , dated as of June 18, 2024 (the "June 2024 FF Security Agreement"), between the Company and FirstFire, under which the Company agreed to grant FirstFire a security interest to secure the Company's obligations under the June 2024 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 herea

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the section " Transaction with FirstFire Global Opportunities Fund, LLC " of Item 1.01 of this Current Report on Form 8-K regarding the issuance of the June 2024 FF Note, the First June 2024 FF Warrant, and the Second June 2024 FF Warrant is incorporated herein by reference. The June 2024 FF Note, the First June 2024 FF Warrant, and the Second June 2024 FF Warrant were issued and sold to FirstFire, and the shares of common stock that may be issued by the Company to the holder(s) of these securities are being offered and sold, by the Company 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 June 2024 FF Purchase Agreement, FirstFire 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).

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Senior Secured Promissory Note issued on June 18, 2024 by Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC 4.2 Common Stock Purchase Warrant issued on June 18, 2024 by Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC 4.3 Common Stock Purchase Warrant issued on June 18, 2024 by Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC 10.1 Securities Purchase Agreement, dated as of June 18, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.2 Security Agreement, dated as of June 18, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.3 Registration Rights Agreement, dated as of June 18, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.4 Amendment to May 2024 FF Transaction Documents, dated as of June 18, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 10.5 Warrant Cancellation Agreement, dated as of June 18, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 6

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: June 20, 2024 SIGNING DAY SPORTS, INC. /s/ Daniel D. Nelson Name: Daniel D. Nelson Title: Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR