Signing Day Sports Files 8-K on Security Holder Rights

TL;DR

SDS filed an 8-K, looks like they're changing some bylaws/security holder rights.

AI Summary

Signing Day Sports, Inc. filed an 8-K on November 18, 2024, reporting events as of November 16, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This filing signals potential changes in the company's corporate structure or security holder agreements, which could impact investors' rights and the company's governance.

Risk Assessment

Risk Level: medium — Changes to rights of security holders and amendments to bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• November 16, 2024 (date) — Earliest event reported
• November 18, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SGN NYSE American LLC I

Filing Documents

• ea0221569-8k_signing.htm (8-K) — 36KB
• ea022156901ex3-1_signing.htm (EX-3.1) — 7KB
• 0001213900-24-099326.txt ( ) — 221KB
• sgn-20241116.xsd (EX-101.SCH) — 3KB
• sgn-20241116_lab.xml (EX-101.LAB) — 33KB
• sgn-20241116_pre.xml (EX-101.PRE) — 22KB
• ea0221569-8k_signing_htm.xml (XML) — 4KB

03 Material Modification to Rights

Item 3.03 Material Modification to Rights of Security Holders. As previously reported in the Current Report on Form 8-K filed by Signing Day Sports, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC"), on October 10, 2024, on October 10, 2024, at a special meeting of the stockholders of the Company (the "October 2024 Stockholders Meeting"), the stockholders of the Company approved a proposal to approve one or more amendments of the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect one or more reverse stock splits of the Company's common stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-100, inclusive, as determined by the board of directors of the Company (the "Board") in its discretion, On November 5, 2024, the Board unanimously approved a 1-for-48 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding common stock, par value $0.0001 per share ("common stock"), effective on November 16, 2024 (the "Effective Date"). On November 6, 2024, the Company issued a press release to announce the Reverse Stock Split. On November 14, 2024, the Company filed a Certificate of Amendment of Second Amended and Restated Certificate of Incorporation providing for the Reverse Stock Split (the "Certificate of Amendment"), and that the Certificate of Amendment would become effective at 12:01 a.m. Eastern Standard Time on the Effective Date. The Certificate of Amendment, and the Reverse Stock Split, became effective on the Effective Date. Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to ensure compliance with the continued listing standards of NYSE American LLC ("NYSE American"), which require a reverse stock split of a listed company's

03 Amendments to Articles of

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Signing Day Sports, Inc. filed with the Secretary of State of the State of Delaware on November 15, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 2

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: November 18, 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