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 26, 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)

Registrant’s telephone number, including area code (480) 220-6814

(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, 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.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Signing Day Sports, Inc., a Delaware corporation (the “Company”), on May 17, 2024, as amended on May 21, 2024, under a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), the Company issued FirstFire a Common Stock Purchase Warrant, dated May 16, 2024 (the “May 2024 FirstFire Warrant”), which may be exercised to purchase of up to 1,375,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), subject to the terms and conditions of the May 2024 FirstFire Warrant. As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on June 20, 2024, under a Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire, the Company issued a Common Stock Purchase Warrant, dated June 18, 2024, which may be exercised to purchase of up to 662,036 shares of common stock (together with the May 2024 FirstFire Warrant, the “FirstFire Warrants”).

On September 26, 2024, the Company delivered a letter (the “Reduced Exercise Price Offer”) to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.25 per share (the “Reduced Exercise Price”). On the same date, FirstFire accepted and executed the Reduced Exercise Price Offer. The Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The FirstFire Warrants may only be exercised at the Reduced Exercise Price on or prior to October 14, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the FirstFirst Warrants will occur as a result of the Reduced Exercise Price Offer or any exercise of the FirstFire Warrants according to its terms; (iii) the Reduced Exercise Price Offer will have no effect on the terms and conditions of the Redemption Agreement, dated as of August 12, 2024, between the Company and FirstFire (the “Redemption Agreement”), such that any exercise of the FirstFire Warrants at the Reduced Exercise Price will reduce the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the FirstFire Warrants by the same amount as would apply to an exercise of the FirstFire Warrants at the initial exercise price of $0.30 per share; and (iv) the Reduced Exercise Price Offer is conditioned on its approval by the Board of Directors of the Company.

The foregoing description of the terms and conditions of the Reduced Exercise Price Offer is qualified in its entirety by reference to the full text of the Reduced Exercise Price Offer, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The offer of securities to FirstFire pursuant to the Reduced Exercise Price Offer and sale of restricted common stock pursuant to the exercise of the FirstFire Warrants in accordance with the terms of the Reduced Exercise Price Offer is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.

Item 7.01 Regulation FD Disclosure.

On September 27, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) to announce the Third Annual U.S. Army Bowl National Combine and the Company’s expectations with respect thereto. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

The Press Release and the statements contained therein may include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Offer of Voluntary Temporary Reduction of Warrants Exercise Price, dated as of September 26, 2024, of Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC
99.1		Press release dated September 27, 2024
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: September 27, 2024	Signing Day Sports, Inc.

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

Exhibit 10.1

SIGNING DAY SPORTS, INC.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

September 26, 2024

FirstFire Global Opportunities Fund, LLC

1040 First Avenue, Suite 190

New York, NY 10022

Attention: Eli Fireman

Email: eli@firstfirecap.com

Re: Offer of Voluntary Temporary Reduction of Warrants Exercise Price

Dear Mr. Fireman:

Reference is made to that certain Common Stock Purchase Warrant of Signing Day Sports, Inc. (the “Company”), dated May 16, 2024, which may be exercised to purchase up to 1,375,000 shares of Common Stock (as defined therein), and that certain Common Stock Purchase Warrant of the Company, dated June 18, 2024, which may be exercised to purchase up to 662,036 shares of Common Stock (collectively, the “Warrants”). According to the Company’s records, FirstFire Global Opportunities Fund, LLC (“you”, “your” or the “Warrant Holder”) is the holder of each of the Warrants.

The Company is writing to offer a voluntary temporary reduction in the Exercise Price (as defined by the Warrants) from $0.30 per share to $0.25 per share, subject to the terms and conditions of this offer (the “Reduced Exercise Price”).

To accept this offer, then you must do all of the following by no later than October 14, 2024: (1) Countersign this letter indicating your agreement that (i) the Reduced Exercise Price is provided for by Section 2(g) of each of the Warrants, (ii) this offer, whether accepted or not, and regardless of the extent to which it is acted upon by you by exercise of either of the Warrants at the Reduced Exercise Price, shall not cause any adjustment to the number of shares issuable upon exercise of either of the Warrants notwithstanding anything to the contrary in Section 2(h) of either of such Warrants or otherwise, (iii) this offer, whether accepted or not, shall have no effect on any of the terms and conditions of that certain Redemption Agreement, dated as of August 12, 2024, between the Company and the Warrant Holder (the “Redemption Agreement”), and that any exercise of the Warrants at the Reduced Exercise Price shall reduce the Redemption Price (as defined by the Redemption Agreement) for a certain number of Warrant Shares of the remaining unexercised portion of the Warrants by the same amount as would apply to an exercise of the Warrants for such number of Warrant Shares at the initial Exercise Price of $0.30 per share, and (iv) this offer is conditioned on its approval by the Board of Directors of the Company; (2) complete and deliver the questionnaire attached hereto as Attachment 1 that certifies that you are an “accredited investor” within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended; (3) fully or partly exercise any Warrants held by you by completion and delivery to the Company of an Exercise Notice in the form attached thereto by no later than October 14, 2024; and (4) pay the Aggregate Exercise Price (as defined by the Warrants) of the exercised Warrants at the Reduced Exercise Price to the Company in cash or wire transfer of funds to the bank account information attached hereto as Attachment 2, and otherwise in accordance with the terms of the Warrants. By acceptance of this offer, you also agree that any attempt to exercise the Warrants by cashless exercise at the Reduced Exercise Price shall be null and void. Upon receipt of payment for exercise, duly-executed exercise notice and questionnaire, the Company will issue the number of Warrant Shares (as defined by the Warrants) provided for under the exercised Warrant(s) in the manner provided for under the Warrants. To the extent that you choose not to participate in this offer according to its terms prior to October 14, 2024, then the Exercise Price shall revert to $0.30 per share as to any unexercised portion of the Warrants.

This letter shall constitute a notice with respect to the foregoing pursuant to Section 8(f) of the Warrants.

	Very truly yours,

	Signing Day Sports, Inc.

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

ACCEPTED AND AGREED:

FirstFire Global Opportunities Fund, LLC

By: FirstFire Capital Management LLC, its manager

By:	/s/ Eli Fireman
Name:	Eli Fireman
Title:	Managing Member

Exhibit 99.1

US Army Bowl National Combine Returns for 3rd Annual Event
Powered by Signing Day Sports

Event to generate upfront revenue through registration fees and apparel sales

Expected to be the largest attended combine in the country in 2024

Event to be held at The Star, the Dallas Cowboys Practice Facility in Frisco, TX

SCOTTSDALE, Arizona, September 27, 2024 (NewMediaWire) - Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform to aid high school athletes in the recruitment process, announces the 3rd Annual US Army Bowl National Combine, powered by Signing Day Sports. Set to take place from December 18-21, 2024, at The Star, the state-of-the-art Dallas Cowboys Practice Facility in Frisco, Texas, this year’s combine is expected to attract over 1,500 participants, making it the largest football combine in the nation for 2024.

In addition to creating an invaluable opportunity for aspiring football players, this event generates upfront revenue for the Company through event registration fees and promotion of the Company’s apparel sales by offering exclusive merchandise to both participants and fans.

The US Army Bowl National Combine will lead up to the prestigious US Army National High School All-Star Game, where elite student-athletes from across the country will showcase their skills. During the three-day event, Signing Day Sports anticipates the integration of more than 1,500 student-athletes into the Signing Day sports app, offering enhanced visibility to college recruiters and professional scouts.

“We are thrilled to run this year’s U.S. Army National Combine at such a world-class venue,” said Jeff Hecklinski, President of Signing Day Sports. “With the momentum from our growing community and the expected participation of top high school athletes from the classes of 2026, 2027, and 2028, we anticipate this to be a record-setting event both in terms of attendance and talent on display.”

About Signing Day Sports

Signing Day Sports’ mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports’ recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. For more information on Signing Day Sports, go to https://bit.ly/SigningDaySports.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. These risks, uncertainties and other factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Contact:

Crescendo Communications, LLC

212-671-1020

SGN@crescendo-ir.com

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 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