Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2024

SIGNING DAY SPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41863		87-2792157
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8355 East Hartford Rd., Suite 100, Scottsdale, AZ		85255
(Address of principal executive offices)		(Zip Code)

(480) 220-6814

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SGN		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Redemption Agreement with FirstFire Global Opportunities Fund, LLC

On August 12, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), entered into a Redemption Agreement (the “FirstFire Warrants Redemption Agreement”), dated as of August 12, 2024, with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”). The FirstFire Warrants Redemption Agreement provides that the Company will have the right (the “Redemption Right”) to purchase the unexercised portion of (i) the warrant issued to FirstFire on May 16, 2024 to purchase up to 1,375,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), at an initial exercise price of $0.30 per share (as amended, the “First May 2024 FF Warrant”), as amended by the Amendment to Senior Secured Promissory Note and Warrants, dated as of May 20, 2024, between the Company and FirstFire (the “Amendment to May 2024 FF Note and May 2024 FF Warrants”), and (ii) the warrant issued to FirstFire on June 18, 2024 to purchase up to 662,036 shares of common stock at an initial exercise price of $0.30 per share (the “First June 2024 FF Warrant” and together with the First May 2024 FF Warrant, the “Subject Securities”), from August 12, 2024 to February 12, 2025, for up to an aggregate consideration of $100,000, reduced pro rata to the extent that the Subject Securities are exercised prior to the Company’s exercise of the Redemption Right.

The FirstFire Warrants Redemption Agreement is filed as Exhibit 10.1 to this report, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Transactions Underlying the Redemption Agreement with FirstFire Global Opportunities Fund, LLC

Under the Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire, as amended by the Amendment to the Transaction Documents, dated as of June 18, 2024, between the Company and FirstFire (as amended, the “May 2024 FF Purchase Agreement”), on May 16, 2024, FirstFire paid the Company a gross purchase price of $375,000, and the Company issued FirstFire a senior secured promissory note, as amended by the Amendment to May 2024 FF Note and May 2024 FF Warrants, in the principal amount of $412,500 (as amended, the “May 2024 FF Note”); 187,500 shares of common stock (the “May 2024 FF Commitment Shares”), as partial consideration for the purchase of the May 2024 FF Note; the First May 2024 FF Warrant, as partial consideration for the purchase of the May 2024 FF Note; and a warrant, as amended by the Amendment to May 2024 FF Note and May 2024 FF Warrants, to purchase up to 250,000 shares of common stock at an initial exercise price of $0.01 per share exercisable from the date of an “Event of Default” as defined by the May 2024 FF Note (together with the First May 2024 FF Warrant, the “May 2024 FF Warrants”), as partial consideration for the purchase of the May 2024 FF Note.

As required by the May 2024 FF Purchase Agreement, the Company entered into a Security Agreement, dated as of May 16, 2024, between the Company and FirstFire, under which the Company agreed to grant FirstFire a security interest to secure the Company’s obligations under the May 2024 FF Note in all assets of the Company except for a certificate of deposit account (the “CBAZ CD”) with Commerce Bank of Arizona (“CBAZ”) with an approximate balance of $2,100,000 together with (i) all interest, whether now accrued or hereafter accruing; (ii) all additional deposits made to such account; (iii) any and all proceeds from such account; and (iv) all renewals, replacements and substitutions for any of the foregoing (the “CBAZ Collateral”), which was subject to the Assignment of Deposit Account, dated as of December 11, 2023, between the Company and CBAZ (the “CBAZ Assignment of Deposit”), until the full repayment of that certain promissory note in the original principal amount of $2,000,000 issued by the Company to CBAZ, dated as of December 11, 2023 and maturing on December 11, 2024 (the “Second CBAZ Promissory Note”), pursuant to that certain Business Loan Agreement, dated as of December 11, 2023, between the Company and CBAZ (the “Second CBAZ Loan Agreement”). The CBAZ CD underlying the CBAZ Collateral was closed and redeemed and the Second CBAZ Promissory Note was repaid on July 26, 2024, and the CBAZ Assignment of Deposit and the Second CBAZ Loan Agreement are no longer in effect.

As required by the May 2024 FF Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated as of May 16, 2024, between the Company and FirstFire (the “May 2024 FF Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of the May 2024 FF Commitment Shares and the shares of common stock underlying the May 2024 FF Note and the May 2024 FF Warrants under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement. The Company agreed to file the registration statement with the Securities and Exchange Commission (the “SEC”) within 90 calendar days from the date of the May 2024 FF Purchase Agreement and have the registration statement declared effective by the SEC within 120 days from the date of the May 2024 FF Purchase Agreement. The Company also granted FirstFire certain piggyback registration rights pursuant to the May 2024 FF Purchase Agreement. Pursuant to the May 2024 FF Registration Rights Agreement, if the total number of shares issuable upon conversion of the May 2024 FF Notes or upon exercise of the May 2024 FF Warrants becomes greater than the number that may be offered for resale by means of the prospectus that forms a part of the registration statement, then the Company will be required to register the additional shares of common stock for resale by means of one or more separate prospectuses. In connection with these requirements, on July 5, 2024, the Company filed a registration statement on Form S-1 with the SEC covering, among other things, the resale by FirstFire of the May 2024 FF Commitment Shares and the shares of common stock underlying the May 2024 FF Note and the May 2024 FF Warrants (the “FirstFire Registration Statement”), and, on July 18, 2024, the FirstFire Registration Statement was declared effective by the SEC.

A further description of the terms and conditions of the May 2024 FF Purchase Agreement, the May 2024 FF Note, the May 2024 FF Warrants, and related matters, was previously filed with the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on August 9, 2024 (the “August 2024 Proxy Statement”) under “Proposal No. 3 – Background Information – May 2024 FirstFire Private Placement”.

Under the Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire (the “June 2024 FF Purchase Agreement”), FirstFire paid the Company a gross purchase price of $175,000, and the Company issued FirstFire a senior secured promissory note in the principal amount of $198,611 (the “the “June 2024 FF Note”); 90,277 shares of common stock (the “June 2024 FF Commitment Shares”), as partial consideration for the purchase of the June 2024 FF Note; the First June 2024 FF Warrant, as partial consideration for the purchase of the June 2024 FF Note; and a warrant to purchase up to 120,370 shares of common stock at an initial exercise price of $0.01 per share exercisable from the date of an “Event of Default” as defined by the June 2024 FF Note (together with the First June 2024 FF Warrant, the “June 2024 FF Warrants”), as partial consideration for the purchase of the June 2024 FF Note.

As required by the June 2024 FF Purchase Agreement, the Company entered into a Security Agreement, dated as of June 18, 2024, between the Company and FirstFire, under which the Company agreed to grant FirstFire a security interest to secure the Company’s obligations under the June 2024 FF Note in all assets of the Company except for the CBAZ Collateral, until the full repayment of the Second CBAZ Promissory Note pursuant to the Second CBAZ Loan Agreement. As noted above, the CBAZ CD underlying the CBAZ Collateral was closed and redeemed and the Second CBAZ Promissory Note was repaid on July 26, 2024, and the CBAZ Assignment of Deposit and the Second CBAZ Loan Agreement are no longer in effect.

As required by the June 2024 FF Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated as of June 18, 2024, between the Company and FirstFire (the “June 2024 FF Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of the June 2024 FF Commitment Shares and the shares of common stock underlying the June 2024 FF Note and the June 2024 FF Warrants under the Securities Act pursuant to a registration statement. The Company agreed to file the registration statement with the SEC within 90 calendar days from the date of the June 2024 FF Purchase Agreement and to have the registration statement declared effective by the SEC within 120 days from the date of the June 2024 FF Purchase Agreement. The Company also granted FirstFire certain piggyback registration rights pursuant to the June 2024 FF Purchase Agreement. Pursuant to the June 2024 FF Registration Rights Agreement, if the total number of shares issuable upon conversion of the June 2024 FF Note or upon exercise of the June 2024 FF Warrants becomes greater than the number that may be offered for resale by means of the prospectus that forms a part of the registration statement, then the Company will be required to register the additional shares of common stock for resale by means of one or more separate prospectuses. In connection with these requirements, on July 5, 2024, the Company filed the FirstFire Registration Statement with the SEC covering, among other things, the resale by FirstFire of the June 2024 FF Commitment Shares and the shares of common stock underlying the June 2024 FF Note and the June 2024 FF Warrants, and, on July 18, 2024, the FirstFire Registration Statement was declared effective by the SEC.

A further description of the terms and conditions of the June 2024 FF Purchase Agreement, the June 2024 FF Note, the 2024 2024 FF Warrants, and related matters, was previously filed with the August 2024 Proxy Statement under “Proposal No. 3 – Background Information – June 2024 FirstFire Private Placement”.

Except as otherwise disclosed above, there is no relationship between the Company and FirstFire.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Redemption Agreement, dated as of August 12, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: August 12, 2024	SIGNING DAY SPORTS, INC.

	/s/ Daniel Nelson
	Name:	Daniel Nelson
	Title:	Chief Executive Officer

Exhibit 10.1

REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “Agreement”) dated August 12, 2024, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Seller”). Each of the Company and Seller are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”

RECITALS

A. The Company desires an option to redeem the warrant that was issued by the Company to the Seller on May 16, 2024 to purchase up to 1,375,000 shares, and on June 18, 2024 to purchase up to 662,036 shares, of common stock, par value $0.0001 per share (“common stock”), of the Company, respectively, each at an initial exercise price of $0.30 per share, from the Seller (the “Subject Securities”), copies of which are attached hereto as Exhibit A.

B. The Seller desires to sell the Subject Securities to the Company at such option.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties, intending to be legally bound, hereby agree as follows:

1. Purchase of the Subject Securities. During the period beginning on the date of this Agreement and continuing through February 12, 2025(the “Option Period”), the Company shall have the right, but not the obligation, to purchase from the Seller all or any portion of the Subject Securities (the “Transaction”) for up to an aggregate consideration of $100,000 (the “Purchase Price”), and the Seller shall have the obligation to sell to the Company the Subject Securities, subject to the terms and conditions hereof. If, during the Option Period, the Seller exercises any portion of the Subject Securities, then the Company shall have the right to purchase from the Seller the portion of the Subject Securities that has not been exercised for the Purchase Price reduced on a pro rata basis by the portion of the Subject Securities that was so exercised. If the Company elects to exercise its redemption option, the Company shall send written notice of the mandatory redemption (the “Redemption Notice”) to the Seller not less than five (5) business days prior to the date set forth in the notice for redemption (the “Redemption Date”). Each Redemption Notice shall state: (a) the number of Subject Securities held by the holder that the Company shall redeem on the Redemption Date specified in the Redemption Notice; and (b) the Redemption Date and the Purchase Price, which shall be $100,000 for all of the Subject Securities and prorated if less than all of the Subject Securities are acquired. Upon payment of the Purchase Price in accordance with the terms of this Agreement, the Seller shall have no further rights under the Subject Securities and the Company shall have no further obligations thereunder.

2. Acknowledgements; Representations, Warranties and Agreements by the Seller.

(a) The Seller owns and has all right, title and interest (legal and beneficial) in and to all of the Subject Securities. The Subject Securities are free and clear of any lien, pledge, claim, hypothecation, charge, mortgage, security interest, assessment, encumbrance or restriction of any nature, whether arising by agreement, operation of law, judicial order or otherwise (collectively, “Liens”), except as required by securities laws. Upon delivery and payment for the Subject Securities transferred pursuant hereto, the Company shall acquire valid and unencumbered title to such Subject Securities transferred pursuant hereto. The Seller has received all consents or waivers necessary to transfer the Subject Securities.

(b) The Seller has the right, power and authority to enter into and to perform the Seller’s obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) The Seller has not, at any time, taken or been the subject of any action that may have an adverse effect on the Seller’s ability to comply with or perform any of the Seller’s covenants or obligations under this Agreement. There is no proceeding pending, and to the Seller’s knowledge, no person has threatened to commence any proceeding, that may have an adverse effect on the ability of the Seller to comply with or perform any of the covenants or obligations under this Agreement. To the Seller’s knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such proceeding.

(d) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority in any jurisdiction in any country on the part of the Seller is required in connection with the consummation of the transactions contemplated by this Agreement.

(e) The Company is not and will not become obligated to pay any compensation to any broker, finder or financial adviser as a result of the consummation of the transactions contemplated by this Agreement based upon any arrangement made by or on behalf of the Seller.

(f) The Seller acknowledges that it is aware that the Company may have material nonpublic information (which may be either favorable or adverse) concerning the Company or the Subject Securities that has not been disclosed by the Company to the Seller.

(g) The Seller acknowledges that it has made its own investment analysis and decision to sell the Subject Securities and has had the opportunity to conduct its own investigation to the extent the Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in the Seller’s best interests to sell the Subject Securities to the Company pursuant to the terms of this Agreement.

(h) The Seller acknowledges that it has not requested the Company to disclose any material or potentially material nonpublic information relating to the Company or the Subject Securities, and the Company has not done so. The Seller further acknowledges that neither the Company, nor any of the Company’s affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has delivered any information or made any representation to the Seller, except as expressly set forth herein. The Seller also acknowledges that it is not relying upon any disclosure (or non-disclosure) made (or not made) by the Company or any Company Related Person in connection with the Transaction.

(i) The Seller acknowledges that any material nonpublic information may be indicative of a value of the Subject Securities that is substantially less or more than the Purchase Price reflected in the Transaction, or may be otherwise adverse to the Seller, and such material nonpublic information, if known to the Seller, could be material to the Seller’s decision to sell the Subject Securities. The Seller agrees that the Company shall not be obligated to disclose any material nonpublic information it may have, or have any liability with respect to such non-disclosure (to the extent any such liability is based on claims that the Seller knew or should have known existed before entering into the Transaction).

(j) The Seller agrees that it has and will have no claims (under any federal or state securities law or otherwise, to the extent permitted under applicable law) against the Company or any other Company Related Person in connection with or arising out of any failure of the Company or any other Company Related Person to disclose any material nonpublic information in connection with the Transaction. The Seller further agrees not to assert any such claim, and agrees to indemnify and hold harmless the Company and each other Company Related Person from, and to reimburse each such person for, any and all claims, suits, actions, proceedings, damages, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees and disbursements) that may be instituted or asserted against or incurred by the Company or any other Company Related Person arising out of or based upon any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any document delivered pursuant hereto, if the existence of such breach by Seller has been adjudicated by a court of law having proper jurisdiction and such adjudication is not subject to appeal.

(k) Except as may be required by law, the Seller agrees not to inform any other person that the Subject Securities were sold to the Company.

(l) The Seller is relying on this Agreement to engage in the Transaction and would not engage in the Transaction in the absence of this Agreement.

3. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to the principles of conflicts of laws thereof. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the courts sitting in the State of Delaware. Each Party hereby irrevocably submits to the exclusive jurisdiction courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed, and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under the Subject Securities and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any Party shall commence an action or proceeding to enforce any provisions of this Agreement, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(b) WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(c) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

(d) Headings. The headings of sections of this Agreement are for convenience of reference and shall not be deemed to limit or affect any of the provisions hereof.

(e) Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

(f) Successors and Assigns; Non-assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns and heirs, executors, administrators and legal representatives as applicable. No Party may assign its rights and obligations hereunder without the prior written consent of the other Party.

(g) Breach. Notwithstanding anything to the contrary set forth herein, it is agreed and understood that monetary damages would not adequately compensate an injured Party for the breach of this Agreement by any other Party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

(h) Entire Agreement. This Agreement constitutes the entire contractual understanding between the Parties and supersedes all proposals, commitments, writings, negotiations and understandings, oral and written, and all other communications between the parties relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in writing duly executed by both of the Parties.

(i) Further Assurances. At the request of the Company after the Company’s payment of the Purchase Price or portion thereof, and without further consideration, the Seller will execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation as may be reasonably requested in order to effectively transfer, convey and assign to the Company for cancellation the Subject Securities or portion thereof that the Company has redeemed pursuant to the terms of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first set forth above.

	Signing Day Sports, Inc.

	By:	/s/ Daniel D. Nelson
	Name:	Daniel D. Nelson
	Title:	Chief Executive Officer

	FirstFire Global Opportunities Fund, LLC

	By:	FirstFire Capital Management LLC, its manager

	By:	/s/ Eli Fireman
	Name:	Eli Fireman

Signature Page to Redemption Agreement

EXHIBIT A

Subject Securities

(separately attached)

Cover	Aug. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 12, 2024
Entity File Number	001-41863
Entity Registrant Name	SIGNING DAY SPORTS, INC.
Entity Central Index Key	0001898474
Entity Tax Identification Number	87-2792157
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8355 East Hartford Rd.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	220-6814
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SGN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false