Signing Day Sports Files 8-K for Material Agreement

TL;DR

SDS filed an 8-K on Jan 28, 2025, reporting a material definitive agreement and unregistered equity sales.

AI Summary

On January 28, 2025, Signing Day Sports, Inc. filed an 8-K to report the entry into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were included as part of the report.

Why It Matters

This filing indicates significant corporate activity, potentially involving new partnerships or financial arrangements that could impact the company's future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• 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
• $0.001 — er of shares of common stock, par value $0.001 per share, and preferred stock, par val
• $150,000 — rowed money or liabilities in excess of $150,000 relating to the period prior to the Clo
• $170,000,000 b — ed by the quotient obtained by dividing $170,000,000 by the number of shares of the Company Co
• $2.0 million — raise, with DRCR's assistance, at least $2.0 million of funding through a private placement

Filing Documents

• ea0229061-8k_signing.htm (8-K) — 91KB
• ea022906101ex2-1_signing.htm (EX-2.1) — 635KB
• ea022906101ex99-1_signing.htm (EX-99.1) — 25KB
• ex99-1_001.jpg (GRAPHIC) — 19KB
• 0001213900-25-007699.txt ( ) — 1114KB
• sgn-20250128.xsd (EX-101.SCH) — 3KB
• sgn-20250128_lab.xml (EX-101.LAB) — 33KB
• sgn-20250128_pre.xml (EX-101.PRE) — 22KB
• ea0229061-8k_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 28, 2025, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement among the Company, Dear Cashmere Group Holding Company, a Nevada corporation ("DRCR"), James Gibbons ("Gibbons"), and Nicolas Link (together with Gibbons, the "Sellers," and together with the Company and DRCR, the "Parties"), dated as of January 28, 2025 (the "Purchase Agreement"). The Purchase Agreement provides that, subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, the Company will consummate the transactions (the "Transactions") contemplated by the Purchase Agreement at the date (the "Closing Date") of the closing of the Transactions (the "Closing"). The Transactions will include (a) the Company's issuance to the Sellers of (i) shares of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock"), constituting 19.99% of its outstanding shares of the Company Common Stock (the "Common Stock Consideration"); and (ii) an aggregate of 19,782.720 shares of a Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the "Company Preferred Stock"), which will automatically convert, subject to the Stockholder Approval (as defined below) and the listing clearance of The Nasdaq Stock Market LLC ("Nasdaq"), into 19,782,720 shares of common stock (the "Preferred Stock Consideration") in accordance with the Preferred Stock Certificate of Designation (as defined below) (such conversion, the "Preferred Stock Conversion"); and (b) the Sellers' sale and transfer to the Company of the number of shares of common stock, par value $0.001 per share, and preferred stock, par value $0.001 per share, of DRCR, that represent in the aggregate 99.13% of the issued and outstanding capital stock of DRCR (the "Sellers' Shares") and 99.13% of the aggregate voting power of DRCR. The Purchase Agreement contemplates that: (

View Full Filing

View this 8-K filing on SEC EDGAR