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 20, 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, 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 2.02. Results of Operations and Financial Condition.

On August 20, 2024, Signing Day Sports, Inc. (the “Company”) issued a press release providing a business update and announcing selected financial results for the three and six months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1 hereto), 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 of 1933, as amended (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 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 and uncertainties that could cause actual results to differ materially from those projected, including 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 of Exhibit
99.1		Press Release dated August 20, 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: August 20, 2024	SIGNING DAY SPORTS, INC.

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

Exhibit 99.1

Signing Day Sports Announces Selected Financial Results for Three and Six Months Ended June 30, 2024

Achieves 75% Year-Over-Year Revenue Growth for Q2 2024 and 157% Growth for H1 2024

Retention Rate for Paid Subscriptions at More than 45% for Q2 2024

SCOTTSDALE, Ariz., August 20, 2024 -- 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, today provided a business update and announced selected financial results for the three and six months ended June 30, 2024.

Daniel Nelson, Chief Executive Officer and Chairman of Signing Day Sports, stated, “We are proud to announce 75% year-over-year revenue growth for Q2 2024 compared to Q2 2023, along with an even more remarkable 157% year-over-year revenue growth for the first half of 2024 compared to the same period last year. This impressive growth is primarily driven by increases in both event and subscription revenue. Since going public in late 2023, the Company has been laser-focused on expanding the Signing Day Sports app and attracting more student-athletes to our platform. In 2024, we have taken strategic steps to better position the Company for long-term success, including bringing application development in-house and hiring an in-house engineer to elevate the app to the next level.”

“We know that we are building something truly special that can positively impact many lives. The connections we have made across the country have been incredibly encouraging for our team and it is inspiring to see how they engage with so many people, working together toward a shared goal. The energy and dedication we have experienced is remarkable and we are excited to continue building relationships, supporting student-athletes and their families in reaching their goals,” concluded Mr. Nelson.

Jeff Hecklinski, President of Signing Day Sports, stated, “Throughout 2024, we have made significant enhancements to the Signing Day Sports app, which continues to earn praise from student-athletes and their families as they navigate their way through the recruiting process. Alongside our focus on app development, we are also dedicated to expanding our paid subscriber base. In Q2 2024, paid subscriptions increased by 42% compared to the same quarter in 2023, with an impressive 96% growth in the first half of 2024 compared to the same period in 2023. The Signing Day Sports app has been used by student-athletes and their families and the college programs across the country that use the app to identify good fits for their respective programs.”

“Based on the growth in paying app users during the first half of 2024, we anticipate continued growth in paid user subscriptions and revenue moving forward. Our enhanced presence at recruiting events has exposed more student-athletes to the app through a free one-month trial. Our retention rate for paid subscriptions from month to month was over 45% for the fiscal quarter ended June 30, 2024. During the past quarter, we also began to see the impact of our strategic alliances with GOAT Farm Sports (U.S. Army Bowl) and SAJE Enterprises (EDP Soccer), which provide us with preferential access to key recruitment events where we serve as the official sponsor. Moreover, our platform expansion to include baseball, softball, and soccer recruitment has broadened our reach and aligns with the goals of these collaborations. We believe these initiatives will drive new subscriptions, boost renewal rates, and lower user attrition. We’re excited to build upon our progress in the second half of 2024 and beyond.”

Financial results for the three months ended June 30, 2024

●

Revenue totaled approximately $0.20 million for the quarter ended June 30, 2024, an increase of 75%, compared to approximately $0.12 million for the comparable 2023 quarter.

●

Cost of revenues totaled approximately $0.06 million for the three months ended June 30, 2024, compared to approximately $0.01 million for the three months ended June 30, 2023.

●

Advertising and marketing expenses were approximately $0.001 million for the three months ended June 30, 2024, compared to approximately $0.107 million for the 2023 comparable period.

●

General and administrative expenses were approximately $1.27 million for the three months ended June 30, 2024, compared to approximately $0.67 million for the 2023 comparable period.

●

Net loss was approximately $1.3 million, and diluted loss per share was $0.08, for the three months ended June 30, 2024, compared to a net loss of approximately $0.9 million, and diluted loss per share of $0.11, for the three months ended June 30, 2023.

Financial results for the six months ended June 30, 2024

●

Revenue totaled approximately $0.44 million for the six months ended June 30, 2024, an increase of 157%, compared to approximately $0.17 million for the comparable 2023 period.

●

Cost of revenues totaled approximately $0.13 million for the six months ended June 30, 2024, compared to approximately $0.01 million for the six months ended June 30, 2023.

●

Advertising and marketing expenses were approximately $0.09 million for the six months ended June 30, 2024, compared to approximately $0.20 million for the 2023 comparable period.

●

General and administrative expenses were approximately $3.31 million for the six months ended June 30, 2024, compared to approximately $1.22 million for the 2023 comparable period.

●

Net loss was approximately $3.8 million, and diluted loss per share was $0.25, for the six months ended June 30, 2024, compared to a net loss of approximately $1.7 million, and diluted loss per share of $0.22, for the six months ended June 30, 2023.

The selected results included in this press release should be reviewed together with the Company’s complete financial results as of and for the three and six months ended June 30, 2024. The complete financial results as of and for the three and six months ended June 30, 2024 are available in the Company’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on August 19, 2024, and is available at: www.sec.gov.

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. The Signing Day Sports app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash, wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as drills and mechanics that exemplify player mechanics, coordination, and development). 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, including without limitation, the Company’s ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its net sales, revenues, income from continuing operations, or other results of operations, the Company’s ability to attract new users and customers, increase the rate of subscription renewals, and slow the rate of user attrition, the Company’s ability to retain or obtain intellectual property rights, the Company’s ability to adequately support future growth, the Company’s ability to comply with user data privacy laws and other current or anticipated legal requirements, and the Company’s ability to attract and retain key personnel to manage its business effectively. 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 Contacts:

Crescendo Communications, LLC

212-671-1020

SGN@crescendo-ir.com

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 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