Signing Day Sports Terminates Agreement, Enters New Deal

TL;DR

SDS terminated an old deal, signed a new one, and sold some stock. Watch closely.

AI Summary

Signing Day Sports, Inc. announced on September 18, 2024, the termination of a material definitive agreement and entered into a new one. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant changes in the company's contractual relationships, which could impact its operations and future financial performance.

Risk Assessment

Risk Level: medium — The termination of a material agreement and unregistered sales of equity securities suggest potential shifts in business strategy or financial distress.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• September 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SGN NYSE American LLC I
• $2.0 million — e efforts to secure funding of at least $2.0 million as soon as possible, the net proceeds o
• $500,000 b — . The Term Sheet further provides for a $500,000 break-up fee upon termination of the Term
• $1 million — res that if the Company raises at least $1 million in gross proceeds from a financing, the
• $100,000 — inancing, the Company will pay Boustead $100,000 as partial consideration under the Term
• $68,467.43 — ion under the Termination Agreement and $68,467.43 to pay an existing account payable owed

Filing Documents

• ea0215057-8k_signing.htm (8-K) — 48KB
• ea021505701ex10-1_signing.htm (EX-10.1) — 62KB
• ea021505701ex10-2_signing.htm (EX-10.2) — 38KB
• ea021505701ex99-1_signing.htm (EX-99.1) — 25KB
• ex10-1_001.jpg (GRAPHIC) — 24KB
• 0001213900-24-080023.txt ( ) — 415KB
• sgn-20240918.xsd (EX-101.SCH) — 3KB
• sgn-20240918_lab.xml (EX-101.LAB) — 33KB
• sgn-20240918_pre.xml (EX-101.PRE) — 22KB
• ea0215057-8k_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Binding Term Sheet On September 18, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a binding term sheet (the "Term Sheet") with Dear Cashmere Group Holding Company, a Nevada corporation whose common stock is traded on the Pink Current Information tier of OTC Markets Group, Inc. under the symbol DRCR ("DRCR"), James Gibbons ("Gibbons"), and Nicholas Link (together with Gibbons, the "Sellers"), pursuant to which, subject to the terms and conditions set forth therein and in one or more stock purchase agreements to be entered into among the Company, DRCR, the Sellers and any additional stockholders of DRCR, the Company will acquire from the Sellers and any such additional stockholders of DRCR shares of DRCR common stock and preferred stock constituting between 95% and 99% of the issued and outstanding shares of DRCR's share capital. In consideration for the acquired shares, the Sellers and the other stockholders of DRCR whose shares are acquired by the Company will be issued shares of the Company's common stock constituting approximately 91.76% of the post-transaction shares of the Company's common stock on an as-converted and fully-diluted basis, and the pre-transaction stockholders of the Company will hold approximately 8.24% of the Company's post-transaction shares of common stock on an as-converted and fully-diluted basis, subject to certain assumptions and adjustments. 19.99% of the shares that the Company will issue to the Sellers and other stockholders of DRCR will be common stock and the remainder will be shares of Company preferred stock that will have no voting or dividend rights and that, upon approval by the Company's stockholders, will automatically convert into such number of shares of Company common stock as is applicable based upon the percentage of the post-transaction shares of Company common stock that they are entitled to on an as-converted basis minus the

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under the section " Termination Agreement " of Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the section " Termination Agreement " of Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Termination Shares are being offered and sold to Boustead by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 19, 2024, the Company issued a press release (the "Press Release") to announce that it had entered into the Term Sheet. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The Press Release and the statements contained therein may include "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify these statements because they contain words such as "may," "will," "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," "plan," "target," "predict," "potential," or the negative of such terms, or other comparable terminology that concern the Company's expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today's date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without limitation, the Company's ability to complete the acquisition of DRCR and integrate its business, the ability of the Company, the Sellers and DRCR to enter into definitive stock purchase agreement(s), obtain all necessary consents and approvals in connection with the acquisition, obtain clearance from the NYSE American of a new initial listing application in connection with the acquisition, obtain stockholder approval of the matters described herein and in the Press Release and provided for by the Term Sheet, obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Binding Term Sheet, dated September 18, 2024, between Dear Cashmere Group Holding Company, James Gibbons, Nicolas Link, and Signing Day Sports, Inc. 10.2 Termination Agreement, dated September 18, 2024, between Signing Day Sports, Inc. and Boustead Securities, LLC 99.1 Press release dated September 19, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 4

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: September 19, 2024 Signing Day Sports, Inc. /s/ Daniel Nelson Name: Daniel Nelson Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR