false
0001898474
0001898474
2024-11-25
2024-11-25
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 25, 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 “Warrant”),
which may be exercised to purchase of up to 28,646 shares of the Company’s common stock, par value $0.0001 per share (“common
stock”), subject to the terms and conditions of the Warrant.
As
previously reported in a Current Report on Form 8-K filed with the SEC by the Company on November 18, 2024, the Company effected a 1-for-48 reverse
stock split (the “Reverse Stock Split”) of common stock. In accordance with its terms, the Exercise Price (as
defined by the Warrant) has been adjusted in proportion to the Reverse Stock Split ratio of one-for-forty-eight (1 for 48) from $0.30
to $14.40 per share, effective as of November 16, 2024.
On
November 25, 2024, the Company delivered a letter (the “Reduced Exercise Price Offer”) to FirstFire containing an offer to
voluntarily temporarily reduce the Exercise Price from the current applicable exercise price of $14.40 per share to $3.00 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 Warrant may only be exercised at the
Reduced Exercise Price on or prior to December 13, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the Warrant
will occur as a result of the Reduced Exercise Price Offer or any exercise of the Warrant 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 Warrant at the Reduced Exercise Price will reduce
the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the Warrant by the same amount
as would apply to an exercise of the Warrant at the initial Exercise Price of $14.40 per share; (iv) the Reduced Exercise Price Offer
is conditioned on its approval by the Board of Directors of the Company; and (v) any anti-dilution rights under or applicable to the
Warrant with respect to any “at the market offering” (as defined under Rule 415(a)(4) under the Securities Act of 1933, as
amended (the “Securities Act”)), including, but not limited to, any such rights that may be provided for under Section 2
of the Warrant, shall be permanently waived.
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 Warrant 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, 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 26, 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 25, 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 Exercise Price of
Warrant
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 28,646 shares of Common Stock (as defined therein) as adjusted for the Reverse Stock Split (as defined below)
(the “Warrant”). According to the Company’s records, FirstFire Global Opportunities Fund, LLC (“you”,
“your” or the “Warrant Holder”) is the holder of the Warrant.
On November 16, 2024, the
Company effected a 1-for-48 reverse stock split (the “Reverse Stock Split”) of the Common Stock. In accordance
with its terms, the Exercise Price (as defined by the Warrant) has been adjusted in proportion to the Reverse Stock Split ratio of one-for-forty-eight
(1 for 48) from $0.30 to $14.40 per share, effective as of November 16, 2024.
The Company is writing to
offer a voluntary temporary reduction in the Exercise Price of the Warrant from $14.40 per share to $3.00 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 the Warrant, (ii) this offer, whether accepted or not, and regardless
of the extent to which it is acted upon by you by exercise of the Warrant at the Reduced Exercise Price, shall not cause any adjustment
to the number of shares issuable upon exercise of the Warrant notwithstanding anything to the contrary in Section 2(h) of the Warrant
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 $14.40 per share, (iv) this offer is conditioned on
its approval by the Board of Directors of the Company, and (v) any anti-dilution rights under or applicable to the Warrant with respect
to any “at the market offering” (as defined under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities
Act”)), including, but not limited to, any such rights that may be provided for under Section 2 of the Warrant, shall be permanently
waived; (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; (3) fully or partly exercise
the Warrant 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 Warrant) of the exercised the Warrant 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 Warrant. By acceptance of this offer, you also agree that (1) any attempt to exercise
the Warrant 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 Warrant) provided for under
the exercised Warrant(s) in the manner provided for under the Warrant. 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 $14.40 per share as to any unexercised
portion of the Warrant.
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 |
|
v3.24.3
Cover
|
Nov. 25, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 25, 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.
+ 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
Von Okt 2024 bis Nov 2024
Signing Day Sports (AMEX:SGN)
Historical Stock Chart
Von Nov 2023 bis Nov 2024