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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
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 |
3
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
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Signing Day Sports (AMEX:SGN)
過去 株価チャート
から 11 2024 まで 12 2024
Signing Day Sports (AMEX:SGN)
過去 株価チャート
から 12 2023 まで 12 2024