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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)
October 7, 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, $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 October 7, 2024, Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), issued a Convertible Promissory Note to Dear Cashmere Group Holding Company, a Nevada
corporation (“DRCR”), dated October 7, 2024, in the principal amount of $150,000 (the “October 2024 Note”). The
principal will accrue interest at an annual rate of 35%. The principal and accrued interest will become payable on the date of written
demand any time after the closing of the Company’s next financing transaction (the “Payment Date”). The Company is required
to make full payment of the balance of all principal and accrued interest on the Payment Date. The Company may prepay the principal and
any interest then due without penalty. If any amount is not paid when due, such overdue amount will accrue default interest at a rate
of 37%. The October 2024 Note contains customary representations, warranties, and events of default provisions.
In addition, the October 2024 Note provides that
at any time after an event of default, the holder of the October 2024 Note may convert the outstanding principal amount plus accrued and
unpaid interest into shares of the Company’s common stock, par value $0.0001 per share (“common stock”), at a conversion
price of $0.30 per share, subject to adjustment for stock splits and similar transactions. The conversion right is subject to prior authorization
(“Exchange Authorization”) of the NYSE American LLC (the “NYSE American”). The October 2024 Note will be amended
to incorporate any modifications requested by the NYSE American in order to provide the Exchange Authorization.
The October
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
3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above
is incorporated into this Item 3.02 by reference.
The offer and sale of restricted common stock
pursuant to the conversion of the October 2024 Note in accordance with the terms of the October 2024 Note 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
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: October 8, 2024 |
SIGNING DAY SPORTS, INC. |
|
|
|
|
/s/ Daniel Nelson |
|
Name: |
Daniel Nelson |
|
Title: |
Chief Executive Officer |
Exhibit 4.1
CONVERTIBLE PROMISSORY NOTE
$150,000 |
Scottsdale,
Arizona
October 7, 2024 |
FOR VALUE RECEIVED, Signing
Day Sports, Inc, a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Dear
Cashmere Group Holding Company, a Nevada corporation (the “Noteholder”) the principal amount of $150,000 (one hundred
fifty thousand dollars) (the “Loan”), together with all accrued interest thereon, as provided in this Convertible Promissory
Note (this “Note”).
1. Payment
Dates.
(a) Payment
Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this
Note shall be due and payable on written demand any time after the closing of the Company’s next financing transaction. The date
of repayment is referred to in this Note as the “Payment Date.”
(b) Prepayment.
The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal
amount to be prepaid together with accrued interest thereon to the date of the prepayment.
(c) No Reborrowing.
Principal amounts repaid or prepaid may not be reborrowed.
2. Interest.
(a) Interest
Rate. Except as provided in Section 2(c), the principal amount outstanding under this Note from time to time shall bear interest
at a rate per annum (the “Interest Rate”) equal to thirty-five (35)%.
(b) Interest
Payment Dates. Interest shall be payable on the Payment Date.
(c) Default
Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated
maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus two percent (2%) (the
“Default Rate”).
(d) Computation
of Interest. All computations of interest hereunder shall be made on the basis of a year of 365 days, and the actual number
of days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. For any portion of the Loan that is repaid, interest
shall not accrue on the date on which such payment is made.
(e) Interest
Rate Limitation. If at any time the Interest Rate payable on the Loan shall exceed the maximum rate of interest permitted under applicable
law, such Interest Rate shall be reduced automatically to the maximum rate permitted.
3.
Payment Mechanics.
(a) Manner of
Payment. All payments of principal and interest shall be made in US dollars no later than 5:00 PM on the Payment Date. Such
payments shall be made by wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder
in writing to the Borrower from time to time.
(b) Application
of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second, to accrued
interest, and, third, to principal outstanding under this Note.
(c) Business
Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding
Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other than Saturday,
Sunday, or other day on which commercial banks in Scottsdale, Arizona are authorized or required by law to close.
4. Representations
and Warranties. The Borrower represents and warrants to the Noteholder as follows:
(a) Existence.
The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization.
The Borrower has the requisite power and authority to own, lease, and operate its property, and to carry on its business.
(b) Compliance
with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the
Borrower, its property, and business.
(c) Power and
Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.
(d) Authorization;
Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder
have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered
this Note.
5. Events
of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default”
hereunder:
(a) Failure
to Pay. The Borrower fails to pay (i) any principal amount of the Loan when due; (ii) any interest on the Loan within five
(5) days after the date such amount is due; or (iii) any other amount due hereunder within ten (10) days after such amount
is due.
(b) Breach of
Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue or
misleading statement of a material fact as of the date made ; provided, however, no Event of Default shall be deemed to
have occurred pursuant to this Section 5(b) if, within thirty (30) days of the date on which the Borrower receives notice (from
any source) of such untrue or misleading statement, Borrower shall have addressed the adverse effects of such untrue or misleading statement
to the reasonable satisfaction of the Noteholder.
(c) Bankruptcy;
Insolvency.
(i) The Borrower
institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors.
(ii) An involuntary
case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency, and such
case is not dismissed or vacated within sixty (60) days of its filing.
(iii) The Borrower
makes a general assignment for the benefit of its creditors.
(iv) The Borrower
is unable, or admits in writing its inability, to pay its debts as they become due.
(v) A case is commenced
against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets,
and such case is not dismissed or vacated within sixty (60) days of its filing.
(d)
Failure to Give Notice. The Borrower fails to give the notice
of Event of Default specified in 6.
6. Notice
of Event of Default. As soon as possible after it becomes aware that an Event of Default has occurred, and in any event within
two (2) Business Days, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the
action, if any, it has taken or proposes to take with respect to such Event of Default.
7. Remedies.
Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower
declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately
due and payable; provided, however, if an Event of Default described in Sections 5(c)(i), 5(c)(iii), or 5(c)(iv) shall
occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately
due and payable without notice, declaration, or other act on the part of the Noteholder.
8. Conversion. Subject
to the Exchange Authorization (as defined below), at any time from and after an Event of Default, the Noteholder may elect to convert
the outstanding principal amount of the Loan plus all accrued, but unpaid interest thereon, into the Company’s Common Stock, par
value $0.0001 per share (“Common Stock”), at a conversion price that is equal to $0.30 per share of Common Stock,
subject to equitable adjustments for stock splits, stock combinations, recapitalizations or similar transactions (the “Conversion
Price”). The number of shares of Common Stock issuable upon such conversion will be equal to the quotient of the amount to
be converted divided by the Conversion Price. The Noteholder may make such election by notifying the Company of the same in writing.
The date of such notice shall be the conversion date. On such conversion date, the outstanding principal amount of and all accrued but
unpaid interest on this Note through the date of conversion shall be converted without any further action by the Noteholder and whether
or not this Note is surrendered to the Company. The Company shall be obligated to issue and deliver to the Noteholder certificates representing
the securities issuable upon conversion unless the securities are generally in uncertificated form. Unless otherwise agreed to by the
Company, no fractional securities shall be issued upon conversion of this Note. In lieu of such fractional securities, the Company shall
round up any fractional share into one additional share. Notwithstanding anything to the contrary herein, this Note shall not be convertible,
and the Noteholder shall not convert this Note, unless the NYSE American LLC (the “Exchange”) has authorized the issuance
of shares of Common Stock issuable pursuant to such conversion (the “Exchange Authorization”). The Noteholder and
the Company agree that they will amend this Note to incorporate any modifications requested by the Exchange in order to provide the Exchange
Authorization.
9. Expenses.
The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including
the reasonable fees and expenses of counsel, incurred by the Noteholder in connection with the negotiation, documentation, and execution
of this Note and the enforcement of the Noteholder’s rights hereunder.
10. Notices.
All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x)
deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal
by electronic communication (including email, internet or intranet websites, or facsimile properly addressed (with written acknowledgment
from the intended recipient such as “return receipt requested” function, return e-mail, or other written acknowledgment); or
(z) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such
other address as such party shall specify in writing:
Signing Day Sports,
Inc.
Attention: Chief
Executive Officer
E-mail: danny.nelson@signingdaysports.com
Dear Cashmere Group
Holding Company
Attention: James
Gibbons
E-mail: james@swifty.global
11. Governing
Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on,
arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with
the laws of the State of Arizona.
12. Disputes.
(a) Submission
to Jurisdiction.
(i) The Borrower
irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought
in the courts of the State of Arizona sitting in Maricopa County, and in the United States District Court sitting in Phoenix, Arizona,
and (B) submits to the jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower
in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.
(ii) Nothing in this
Section 12(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against the
Borrower or its properties in the courts of any other jurisdiction.
(iii) Nothing in
this Section 12(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of
any such jurisdiction.
(b) Venue.
The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or
hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 12(a),
and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.
(c) Waiver
of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY,
WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
13. Successors
and Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability
company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.
14. Integration.
This Note constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes
all previous agreements and understandings, oral or written, with respect thereto.
15. Amendments
and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower
and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
16. No
Waiver; Cumulative Remedies. No failure by the Noteholder to exercise and no delay in exercising any right, remedy,
or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers
herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.
17. Severability.
If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.
18. Counterparts.
This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute
an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page
to this Note by facsimile or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image
of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.
19. Electronic
Execution. The words “execution,” “signed,” “signature,” and words of similar import in this
Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall
be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent
and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7031),
the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. Law §§ 301-309), and any other similar state laws
based on the Uniform Electronic Transactions Act.
IN WITNESS WHEREOF, the Borrower has executed
this Note as of October 7, 2024.
|
|
|
|
SIGNING DAY SPORTS, INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Daniel Nelson |
|
|
|
|
|
Name: |
Daniel Nelson |
|
|
|
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
ACKNOWLEDGED AND ACCEPTED BY |
|
|
DEAR CASHMERE GROUP HOLDING COMPANY |
|
|
|
|
|
|
|
By: |
/s/ James Gibbons |
|
|
|
Name: |
James Gibbons |
|
|
|
Title: |
Chief Executive Officer |
|
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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