false
0001898474
0001898474
2024-09-16
2024-09-16
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):
September 16, 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, $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 September 16, 2024, Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), issued a promissory note to Daniel D. Nelson, the Chief Executive Officer, Chairman
and a director of the Company, dated September 16, 2024, in the principal amount of $100,000 (the “September 2024 Note”).
The September 2024 Note permits Mr. Nelson to make advances under the September 2024 Note of up to $100,000. The principal and any advances
under the September 2024 Note will accrue interest at a monthly rate of 20%, compounded monthly, from the 30th day following the date
of issuance of the September 2024 Note to the 150th day following the date of issuance of the September 2024 Note, such that total interest
of $20,000 will accrue as of the end of the first month, $24,000 as of the end of the second month, and so on. The principal, any advances,
and accrued interest will become payable on the earlier of December 16, 2024 or upon the Company receiving any funding of $1,000,000 (the
“Maturity Date”). The Company is required to make full payment of the balance of all principal, advances, and accrued interest
within two business days of receiving a written demand from Mr. Nelson on or after the Maturity Date. The Company may prepay the principal,
any advances, and any interest then due without penalty.
The September
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
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 16, 2024 |
SIGNING DAY SPORTS, INC. |
|
|
|
/s/ Daniel Nelson |
|
Name: |
Daniel Nelson |
|
Title: |
Chief Executive Officer |
2
Exhibit 4.1
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED
STATES. THIS PROMISSORY NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS PROMISSORY
NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PROMISSORY NOTE
Base Amount: $100,000.00 |
September
16, 2024 |
FOR VALUE RECEIVED,
the undersigned, Signing Day Sports, Inc., a Delaware corporation (the “Maker”), unconditionally promises to pay to
the order of Daniel Nelson, an individual (the “Lender”), One Hundred Thousand Dollars and Zero Cents ($100,000.00)
(the “Base Amount”), at an interest rate of twenty percent (20%) compounded monthly with the first month amounting
to $20,000.00 of interest, the second month amounting to $24,000.00, and so on, computed on the basis of a 30-day month with interest
accruing on the Base Amount and any Advances (as defined below) beginning only after the thirtieth (30th) day following the issuance of
this promissory note and ending on the one-hundred-fiftieth (150th) day following the issuance of this promissory note (this “Note”).
The Maker further agrees to pay all costs of collection, including reasonable attorneys’ fees, incurred by the Lender or by any
other holder of the Note in any action to collect this Note, whether or not suit is brought.
The Maker and the Lender shall
each endorse on the Schedule annexed to this Note all advances made to the Maker by the Lender hereunder hereafter made to the Maker of
up to $100,000.00 (the “Advances”) and all payments of the principal amounts in respect of such Advances or in respect
of the Base Amount, which endorsements shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of
all Advances and as to the outstanding principal amount of the Base Amount; provided, however, that the failure to make such notation
with respect to any Advances or payment shall not limit or otherwise affect the obligations of the Maker under this Note. The Lender shall
promptly deliver a copy of the Schedule to the Company for its approval and signature each time that the Schedule is modified.
Principal, any Advances, and
accrued interest shall be payable on December 16, 2024, or upon the Maker receiving any funding of One Million Dollars ($1,000,000), whichever
comes first (the “Maturity Date”).
The Maker shall have the right
at any time to prepay, in whole or in part, the principal, any Advances, and any interest then due thereon without penalty, subject to
the qualification, however, that no partial prepayment of the original sum shall in any way release, discharge or affect the obligation
of the Maker to make full payment in the amount of the balance of said principal sum and any Advances plus accrued interest thereon within
two (2) business days of receiving a written demand from the Lender (the “Demand Letter”). No Demand Letter may be
given to the Maker before the Maturity Date.
The amounts due hereunder
are payable in lawful money of the United States of America to the Lender at its address as specified above or at such other place as
the holder of this Note shall from time to time designate, in immediately available funds.
No failure on the part of
the Lender or any other holder of this Note to exercise and no delay in exercising any right, remedy or power hereunder or under any other
document or agreement executed in connection herewith shall operate as a waiver thereof, nor shall any single or partial exercise by the
Lender or any other holder of this Note of any right, remedy or power hereunder preclude any other or future exercise of any other right,
remedy or power.
This Note shall be binding
upon the Maker and the Maker’s successors and assigns.
This Note is executed and
delivered in the State of Arizona and is to be governed by and construed in accordance with the laws of the State of Arizona.
In the event that any one
or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in
any respect, or in the event that any one or more of the provisions of this Note shall operate, or would prospectively operate, to invalidate
this Note, then, and in any such event, such provision or provisions only shall be deemed null and void and of no force or effect and
shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain operative and in full force
and effect, shall be valid, legal and enforceable, and shall in no way be affected, prejudiced or disturbed thereby.
[signature page follows]
|
Signing Day Sports, Inc. |
|
|
|
|
By: |
/s/ Damon Rich |
|
Name: |
Damon Rich |
|
Title: |
Interim Chief Financial Officer |
SCHEDULE TO
PROMISSORY NOTE
DATE | |
AMOUNT OF
ADVANCE (+) OR
PRE-PAYMENT (-) | |
UNPAID
PRINCIPAL
BALANCE
OF NOTE | |
COMPANY
SIGNATURE | |
HOLDER
SIGNATURE |
| |
| |
| |
| |
|
| |
| |
| |
| |
|
| |
| |
| |
| |
|
3
v3.24.3
Cover
|
Sep. 16, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 16, 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, $0.0001 par value 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.
+ References
+ Details
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.
+ References
+ Details
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'.
+ References
+ Details
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
+ References
+ Details
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
+ References
+ Details
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
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
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.
+ References
+ Details
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.
+ References
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
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.
+ References
+ Details
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Signing Day Sports (AMEX:SGN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Signing Day Sports (AMEX:SGN)
Historical Stock Chart
From Oct 2023 to Oct 2024