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): September 16, 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))

☐

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, $0.0001 par value 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.

On September 16, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), issued a promissory note to Daniel D. Nelson, the Chief Executive Officer, Chairman and a director of the Company, dated September 16, 2024, in the principal amount of $100,000 (the “September 2024 Note”). The September 2024 Note permits Mr. Nelson to make advances under the September 2024 Note of up to $100,000. The principal and any advances under the September 2024 Note will accrue interest at a monthly rate of 20%, compounded monthly, from the 30th day following the date of issuance of the September 2024 Note to the 150th day following the date of issuance of the September 2024 Note, such that total interest of $20,000 will accrue as of the end of the first month, $24,000 as of the end of the second month, and so on. The principal, any advances, and accrued interest will become payable on the earlier of December 16, 2024 or upon the Company receiving any funding of $1,000,000 (the “Maturity Date”). The Company is required to make full payment of the balance of all principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the Maturity Date. The Company may prepay the principal, any advances, and any interest then due without penalty.

The September 2024 Note is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Promissory Note issued to Daniel D. Nelson, dated as of September 16, 2024
104		Cover Page Interactive Data File (embedded within 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: September 16, 2024	SIGNING DAY SPORTS, INC.

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

Exhibit 4.1

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS PROMISSORY NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS PROMISSORY NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

Base Amount: $100,000.00

September 16, 2024

FOR VALUE RECEIVED, the undersigned, Signing Day Sports, Inc., a Delaware corporation (the “Maker”), unconditionally promises to pay to the order of Daniel Nelson, an individual (the “Lender”), One Hundred Thousand Dollars and Zero Cents ($100,000.00) (the “Base Amount”), at an interest rate of twenty percent (20%) compounded monthly with the first month amounting to $20,000.00 of interest, the second month amounting to $24,000.00, and so on, computed on the basis of a 30-day month with interest accruing on the Base Amount and any Advances (as defined below) beginning only after the thirtieth (30th) day following the issuance of this promissory note and ending on the one-hundred-fiftieth (150th) day following the issuance of this promissory note (this “Note”). The Maker further agrees to pay all costs of collection, including reasonable attorneys’ fees, incurred by the Lender or by any other holder of the Note in any action to collect this Note, whether or not suit is brought.

The Maker and the Lender shall each endorse on the Schedule annexed to this Note all advances made to the Maker by the Lender hereunder hereafter made to the Maker of up to $100,000.00 (the “Advances”) and all payments of the principal amounts in respect of such Advances or in respect of the Base Amount, which endorsements shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Advances and as to the outstanding principal amount of the Base Amount; provided, however, that the failure to make such notation with respect to any Advances or payment shall not limit or otherwise affect the obligations of the Maker under this Note. The Lender shall promptly deliver a copy of the Schedule to the Company for its approval and signature each time that the Schedule is modified.

Principal, any Advances, and accrued interest shall be payable on December 16, 2024, or upon the Maker receiving any funding of One Million Dollars ($1,000,000), whichever comes first (the “Maturity Date”).

The Maker shall have the right at any time to prepay, in whole or in part, the principal, any Advances, and any interest then due thereon without penalty, subject to the qualification, however, that no partial prepayment of the original sum shall in any way release, discharge or affect the obligation of the Maker to make full payment in the amount of the balance of said principal sum and any Advances plus accrued interest thereon within two (2) business days of receiving a written demand from the Lender (the “Demand Letter”). No Demand Letter may be given to the Maker before the Maturity Date.

The amounts due hereunder are payable in lawful money of the United States of America to the Lender at its address as specified above or at such other place as the holder of this Note shall from time to time designate, in immediately available funds.

No failure on the part of the Lender or any other holder of this Note to exercise and no delay in exercising any right, remedy or power hereunder or under any other document or agreement executed in connection herewith shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender or any other holder of this Note of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power.

This Note shall be binding upon the Maker and the Maker’s successors and assigns.

This Note is executed and delivered in the State of Arizona and is to be governed by and construed in accordance with the laws of the State of Arizona.

In the event that any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, or in the event that any one or more of the provisions of this Note shall operate, or would prospectively operate, to invalidate this Note, then, and in any such event, such provision or provisions only shall be deemed null and void and of no force or effect and shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain operative and in full force and effect, shall be valid, legal and enforceable, and shall in no way be affected, prejudiced or disturbed thereby.

[signature page follows]

	Signing Day Sports, Inc.

	By:	/s/ Damon Rich
	Name:	Damon Rich
	Title:	Interim Chief Financial Officer

SCHEDULE TO

PROMISSORY NOTE

DATE	AMOUNT OF ADVANCE (+) OR PRE-PAYMENT (-)	UNPAID PRINCIPAL BALANCE OF NOTE	COMPANY SIGNATURE	HOLDER SIGNATURE

Cover	Sep. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 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, $0.0001 par value per share
Trading Symbol	SGN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false