Nelson Files SC 13D for Signing Day Sports

TL;DR

**Nelson files 13D for Signing Day Sports, watch for potential moves.**

AI Summary

Daniel D. Nelson filed a Schedule 13D on October 21, 2024, reporting beneficial ownership of Signing Day Sports, Inc. common stock. The filing indicates a change in reporting on October 16, 2024, and provides Nelson's contact information and address at 8355 East Hartford Road, Suite 100, Scottsdale, AZ 85255.

Why It Matters

This filing signals a significant change in beneficial ownership for Signing Day Sports, Inc., potentially impacting its stock price and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Daniel D. Nelson (person) — Filing person reporting beneficial ownership
• Signing Day Sports, Inc. (company) — Subject company
• 8355 East Hartford Road, Suite 100, Scottsdale, AZ 85255 (location) — Address for Daniel D. Nelson and Signing Day Sports, Inc.

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $3.10 — rdquo;). The option may be exercised at $3.10 per share. The option was granted subje
• $100,000 — of common stock for a purchase price of $100,000 in the Issuer’s initial public of
• $5.00 — at the initial public offering price of $5.00 per share. In connection with the Issu
• $3 — under the SAFE divided by approximately $3.35, based on a $25 million valuation fo
• $25 million — ided by approximately $3.35, based on a $25 million valuation for the Company, or 29,851 sh
• $1,500,000 — in a private placement in the amount of $1,500,000 to the Nelson Trust, whose co-trustees

Filing Documents

• ea0218101-13dnelson_signing.htm (SC 13D) — 79KB
• ea021810101ex1_signing.htm (EX-1) — 4KB
• ea021810101ex3_signing.htm (EX-3) — 33KB
• ea021810101ex4_signing.htm (EX-4) — 34KB
• ea021810101ex5_signing.htm (EX-5) — 63KB
• ea021810101ex10_signing.htm (EX-10) — 63KB
• ea021810101ex11_signing.htm (EX-11) — 63KB
• ea021810101ex12_signing.htm (EX-12) — 46KB
• ea021810101ex13_signing.htm (EX-13) — 18KB
• ea021810101ex14_signing.htm (EX-14) — 66KB
• ea021810101ex15_signing.htm (EX-15) — 106KB
• ea021810101ex16_signing.htm (EX-16) — 114KB
• 0001213900-24-089298.txt ( ) — 691KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to common stock, par value $0.0001 per share, of Signing Day Sports, Inc., a Delaware corporation. The Issuer has its principal executive offices at 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being jointly filed by Daniel D. Nelson, an individual, and Jodi B. Nelson, an individual (collectively, the “Reporting Persons”), pursuant to a joint filing agreement, dated October 21, 2024 (the “Joint Filing Agreement”), which is filed as Exhibit 1 to this Schedule 13D and is incorporated by reference herein. (b) The business address of Daniel D. Nelson is c/o Signing Day Sports, Inc., 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255. The business address of Jodi B. Nelson is 9820 E Thompson Peak Pkwy, Lot 623, Scottsdale, AZ 85255. (c) Daniel D. Nelson’s principal occupation or employment is Chief Executive Officer of the Issuer, whose address is 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255. Mr. Nelson also serves as Chairman and a director on the board of directors of the Issuer. In addition, Mr. Nelson serves as chief executive officer of Daniel D. Nelson Financial Services Inc., whose address is 8355 East Hartford Rd., Suite 102, Scottsdale, AZ 85255. Jodi B. Nelson’s principal occupation or employment is Art Studio (d) During the last five years, the Reporting Persons have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Reporting Persons is a citizen of the United States.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. On October 16, 2024, Daniel D. Nelson was granted 1,000,000 shares of common stock (the “Acquisition Shares”) under the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”). The Acquisition Shares were granted pursuant to terms and conditions of the Issuer’s standard form of restricted stock award agreement under the Plan in consideration for Mr. Nelson’s services provided while employed as the Chief Executive Officer of the Issuer. Copies of the Plan and the restricted stock award agreement between the Issuer and Daniel D. Nelson are filed as Exhibit 2 and Exhibit 3 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits. Page 5 of 8 pages CUSIP No. 82670R 107 Prior acquisitions that were not previously reported pursuant to Regulation 13D-G consist of the following: On June 13, 2024, the Issuer granted an award of 200,000 shares of restricted common stock under the Plan to Daniel D. Nelson. The restricted shares were granted subject to certain vesting conditions and other terms and conditions of the Issuer’s standard form of restricted stock award agreement under the Plan. A copy of the restricted stock award agreement is filed as Exhibit 4 to this Schedule 13D, and the description above is qualified in its entirety by reference to the full text of such exhibit. On November 22, 2023, the Issuer granted an option under the Plan to purchase a total of 100,000 shares of common stock to Daniel D. Nelson pursuant to certain compensation terms of the Executive Employment Agreement, dated as of November 22, 2023, between the Issuer and Daniel D. Nelson (the “Executive Employment Agreement”). The option may be exercised at $3.10 per share. The option was granted subject to certain vesting conditions and other terms and conditions of the Iss

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons’ acquisition of the Acquisition Shares was for investment and compensation purposes. Daniel D. Nelson has been a director of the Issuer since July 8, 2022, the Chief Executive Officer of the Issuer since November 21, 2022, and the Chairman of the Issuer since March 24, 2023. In these capacities, Mr. Nelson may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as disclosed in this Item, the Reporting Persons do not have any current plans or proposals which relate to or would result in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, expect to evaluate on a continuing basis their goals and objectives, other business opportunities available to them and may change their plans or proposals in the future. In determining from time to time whether to sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax, estate or other economic planning purposes. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to an

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, each of the Reporting Persons is the beneficial owner of a total of 2,044,851 shares of common stock, representing 9.3% of the outstanding shares of common stock of the Issuer. The shares of common stock beneficially owned consist of (i) 1,200,000 shares of common stock held by Daniel D. Nelson, (ii) 709,851 shares of common stock held by the Nelson Trust, (iii) 5,000 shares of common stock issuable upon the exercise of an option held by Daniel D. Nelson, (iv) 30,000 shares of common stock issuable upon the exercise of an option held by Daniel D. Nelson, and (v) 100,000 shares of common stock issuable upon the exercise of an option held by Daniel D. Nelson. Daniel D. Nelson and Jodi B. Nelson are the co-trustees of the Nelson Trust, and each of Daniel D. Nelson and Jodi B. Nelson is deemed to beneficially own the shares of common stock held by the Nelson Trust. Ms. Nelson, who is the spouse of Mr. Nelson, is deemed to beneficially own the shares of common stock beneficially owned by Mr. Nelson. Page 7 of 8 pages CUSIP No. 82670R 107 (b) Each of the Reporting Persons has shared voting and dispositive power over the shares of common stock that are beneficially owned by either of the Reporting Persons. (c) Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in the common stock during the past 60 days. (d) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock held by the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Item 3 and Item 4 hereof is incorporated by reference into this Item 6. Other than as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including, but not limited to, call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 1 Joint Filing Agreement, dated October 21, 2024, between Daniel D. Nelson and Jodi B. Nelson 2 Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Issuer’s Registration Statement on Form S-8 filed with the SEC on September 25, 2024) 3 Restricted Stock Award Agreement, dated as of October 16, 2024, between Signing Day Sports, Inc. and Daniel D. Nelson 4 Restricted Stock Award Agreement, dated as of June 13, 2024, between Signing Day Sports, Inc. and Daniel D. Nelson 5 Stock Option Agreement, dated as of November 22, 2023, between Signing Day Sports, Inc. and Daniel D. Nelson 6 Executive Employment Agreement, dated as of November 22, 2023, between Signing Day Sports, Inc. and Daniel D. Nelson (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on November 29, 2023) 7 Amended and Restated Executive Employment Agreement, dated as of March 1, 2024, between Signing Day Sports, Inc. and Daniel D. Nelson (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 6, 2024) 8 Amendment No. 1 to Executive Employment Agreement, dated as of July 9, 2024, between Signing Day Sports, Inc. and Daniel D. Nelson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 10, 2024) 9 Form of Lock-Up Agreement (incorporated by reference to Exhibit B to Exhibit 1.1 to the Current Report on Form 8-K filed on November 17, 2023) 10 Stock Option Agreement, dated as of September 28, 2022, between Signing Day Sports, Inc. and Daniel D. Nelson 11 Stock Option Agreement, dated as of September 28, 2022, between Signing Day Sports, Inc. and Daniel D. Nelson 12 SAFE (Simple Agreement For Future Equity), dated as of April 23, 2021, between Signing Day Sports, LLC and Daniel D. Nelson 13 Cancellation

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 21, 2024 /s/ Daniel D. Nelson Daniel D. Nelson /s/ Jodi B. Nelson Jodi B. Nelson

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