false
0001898474
0001898474
2024-11-12
2024-11-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
November 12, 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”).
As previously reported in a Current Report on
Form 8-K filed with the SEC by the Company on September 27, 2024, the Company delivered a letter (the “First 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 First Reduced Exercise Price Offer. The First Reduced Exercise Price Offer expired on October 14,
2024, without exercise of the FirstFire Warrants.
As previously reported in a Current Report on
Form 8-K filed with the SEC by the Company on October 16, 2024, the Company delivered a second letter (the “Second 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 the Reduced Exercise Price. On the same date, FirstFire accepted and
executed the Second Reduced Exercise Price Offer. The Second Reduced Exercise Price Offer expired on November 8, 2024, without exercise
of the FirstFire Warrants.
On November 12, 2024, the Company delivered a
letter (the “Third Reduced Exercise Price Offer”) to FirstFire containing a new offer to voluntarily temporarily reduce the
exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.12 per share (the “New
Reduced Exercise Price”). On the same date, FirstFire accepted and executed the Third Reduced Exercise Price Offer. The Third Reduced
Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The FirstFire Warrants may only be exercised
at the New Reduced Exercise Price on or prior to December 13, 2024; (ii) no adjustment to the number of shares issuable upon exercise
of the FirstFirst Warrants will occur as a result of the Third Reduced Exercise Price Offer or any exercise of the FirstFire Warrants
according to its terms; (iii) the Third 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 New 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 Third Reduced Exercise Price Offer was conditioned on its approval by the
board of directors of the Company. In addition, under the terms of the Third Reduced Exercise Price Offer, any attempt to exercise the
FirstFire Warrants by cashless exercise at the New Reduced Exercise Price will be null and void.
The Third Reduced Exercise Price Offer is
filed as Exhibit 10.1 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 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 Third 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 Third 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, 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: November 13, 2024 |
Signing Day Sports, Inc. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
2
Exhibit 10.1
SIGNING DAY SPORTS, INC.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
November 12, 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 $0.12 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 December 13, 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 December 13, 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 December
13, 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 |
|
Attachment 1
Questionnaire
(See Attached)
Attachment 2
Exercise Payment Instructions
| Bank: |
Southwest Heritage Bank |
| Routing/Transfer Number: |
122106251 |
| Account Number: |
4000055601 |
| Account Name: |
Signing Day Sports, Inc. |
| Account Address: |
8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 |
v3.24.3
Cover
|
Nov. 12, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 12, 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
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Signing Day Sports (AMEX:SGN)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Signing Day Sports (AMEX:SGN)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
