Signing Day Sports Files 8-K with Material Agreement

TL;DR

SDS inked a material deal, filed financials & equity sales. Details TBD.

AI Summary

On July 23, 2024, Signing Day Sports, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on July 24, 2024.

Why It Matters

This filing indicates a significant business development for Signing Day Sports, Inc., potentially impacting its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce uncertainty and potential dilution.

Key Numbers

• 001-41863 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-2792157 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• July 23, 2024 (date) — Date of earliest event reported
• July 24, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SGN NYSE Americ
• $100,000 b — n Agreement provided for the payment of $100,000 by Adams to the Company and the issuance
• $0.01 — ompany to Adams at an exercise price of $0.01 per share (the "Adams Warrant"). The Su

Filing Documents

• ea0209922-8k_signing.htm (8-K) — 32KB
• ea020992201ex4-1_signing.htm (EX-4.1) — 102KB
• ea020992201ex10-1_signing.htm (EX-10.1) — 30KB
• ea020992201ex10-2_signing.htm (EX-10.2) — 51KB
• ea020992201ex10-3_signing.htm (EX-10.3) — 81KB
• 0001213900-24-063735.txt ( ) — 532KB
• sgn-20240723.xsd (EX-101.SCH) — 3KB
• sgn-20240723_lab.xml (EX-101.LAB) — 33KB
• sgn-20240723_pre.xml (EX-101.PRE) — 22KB
• ea0209922-8k_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 23, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a consulting agreement (the "Adams Consulting Agreement"), dated as of July 23, 2024, with Clayton Adams ("Adams"). The Adams Consulting Agreement provided that Adams will provide certain consulting services to the Company on mergers, acquisitions, financing sources, public company and governance matters, building market awareness, and other duties as may reasonably be requested by the Company. In consideration for these services, the Company granted Adams 127,826 shares of common stock (the "Plan Shares") under the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the "Plan"). In addition, the Consulting Agreement provided that the Company will grant Adams 668,841 shares of common stock (the "Deferred Shares"), as a private placement not subject to the terms of the Plan, under a separate Non-Plan Restricted Stock Award Agreement entered into between the Company and Adams on July 23, 2024, dated as of July 23, 2024 (the "Adams Deferred Award Agreement"), within one (1) business day of the date of the later of the authorization of the grant of the Deferred Shares by (i) the NYSE American LLC (the "NYSE American") and (ii) the board of directors of the Company (the "Board") or the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee approved the grants of the Plan Shares and the Deferred Shares on July 22, 2024. The Deferred Award Agreement provides certain registration rights with respect to the Deferred Shares and also provides that the grant of the Deferred Shares is subject to authorization by the NYSE American. In addition, on July 23, 2024, the Company entered into a subscription agreement, dated as of July 23, 2024, with Adams (the "Subscription Agreement"). The Subscription Agreement provided for the payment of $100,000 by Adams to the Company and the

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 by reference herein. The Deferred Shares are being offered and sold to Adams by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder. The Adams Warrant was issued and sold to Adams , and the shares of common stock that may be issued by the Company to the holder of this security are being offered and sold, by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Pre-Funded Common Stock Purchase Warrant issued on July 23, 2024 by Signing Day Sports, Inc. to Clayton Adams 10.1 Consulting Agreement, dated as of July 23, 2024, between Signing Day Sports, Inc. and Clayton Adams 10.2 Non-Plan Restricted Stock Award Agreement, dated as of July 23, 2024, between Signing Day Sports, Inc. and Clayton Adams 10.3 Subscription Agreement, dated as of July 23, 2024, between Signing Day Sports, Inc. and Clayton Adams 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 1

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: July 24, 2024 SIGNING DAY SPORTS, INC. /s/ Daniel D. Nelson Name: Daniel D. Nelson Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR