Signing Day Sports Files 8-K with Material Agreement

TL;DR

SDS enters new material agreement, sells equity, files 8-K.

AI Summary

On September 26, 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 unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity for Signing Day Sports, Inc., including a new material agreement and equity sales, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Scottsdale, AZ (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SGN NYSE American LLC I
• $0.30 — he current applicable exercise price of $0.30 per share to $0.25 per share (the "Redu
• $0.25 — le exercise price of $0.30 per share to $0.25 per share (the "Reduced Exercise Price"

Filing Documents

• ea0215880-8k_signing.htm (8-K) — 42KB
• ea021588001ex10-1_signing.htm (EX-10.1) — 12KB
• ea021588001ex99-1_signing.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• 0001213900-24-082400.txt ( ) — 269KB
• sgn-20240926.xsd (EX-101.SCH) — 3KB
• sgn-20240926_lab.xml (EX-101.LAB) — 33KB
• sgn-20240926_pre.xml (EX-101.PRE) — 22KB
• ea0215880-8k_signing_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by Signing Day Sports, Inc., a Delaware corporation (the "Company"), on May 17, 2024, as amended on May 21, 2024, under a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company ("FirstFire"), the Company issued FirstFire a Common Stock Purchase Warrant, dated May 16, 2024 (the "May 2024 FirstFire Warrant"), which may be exercised to purchase of up to 1,375,000 shares of the Company's common stock, par value $0.0001 per share ("common stock"), subject to the terms and conditions of the May 2024 FirstFire Warrant. As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on June 20, 2024, under a Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire, the Company issued a Common Stock Purchase Warrant, dated June 18, 2024, which may be exercised to purchase of up to 662,036 shares of common stock (together with the May 2024 FirstFire Warrant, the "FirstFire Warrants"). On September 26, 2024, the Company delivered a letter (the "Reduced Exercise Price Offer") to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.25 per share (the "Reduced Exercise Price"). On the same date, FirstFire accepted and executed the Reduced Exercise Price Offer. The Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The FirstFire Warrants may only be exercised at the Reduced Exercise Price on or prior to October 14, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the FirstFirst Warrants will occur as a result of the Reduced Exercise Price Offer or

01 Regulation

Item 7.01 Regulation FD Disclosure. On September 27, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), issued a press release (the "Press Release") to announce the Third Annual U.S. Army Bowl National Combine and the Company's expectations with respect thereto. 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. 1

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 risks and uncertainties described in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the dat

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 27, 2024 Signing Day Sports, Inc. /s/ Daniel Nelson Name: Daniel Nelson Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR