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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 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.
EXPLANATORY NOTE
On May 17, 2024, Signing
Day Sports, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”)
with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment
to Original Form 8-K”) amends, updates and restates the Original Form 8-K in its entirety.
Item
1.01 Entry into a Material Definitive Agreement.
On May 16, 2024, Signing Day Sports, Inc., a
Delaware corporation (the “Company”), entered into a securities purchase agreement, dated as of May 16, 2024 (the “FirstFire
Purchase Agreement”), with FirstFire Global Opportunities Fund, LLC (the “Investor”), pursuant to which the Company
was required to issue the Investor a senior secured convertible promissory note with principal of $412,500 (the “FF Note”),
187,500 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), as a commitment fee (the
“FF Commitment Shares”), a warrant to purchase up to 1,375,000 shares of common stock (the “First FF Warrant”),
and a second warrant to purchase up to 250,000 shares of common stock (the “Second FF Warrant,” and together with the First
FF Warrant, the “FF Warrants”).
The Company also entered
into a security agreement with the Investor, dated as of May 16, 2024 (the “Security Agreement”), pursuant to which the Company
will grant the Investor a security interest to secure the Company’s obligations under the FF Note in all assets of the Company
except for a certificate of deposit account with Commerce Bank of Arizona (“CBAZ”) with an approximate balance of $2,100,000
together with (i) all interest, whether now accrued or hereafter accruing; (ii) all additional deposits made to such account; (iii) any
and all proceeds from such account; and (iv) all renewals, replacements and substitutions for any of the foregoing, which is subject
to that certain Assignment of Deposit Account, dated as of December 11, 2023, between the Company and CBAZ, until the full repayment
of that certain Promissory Note in the original principal amount of $2,000,000 issued by the Company to CBAZ, dated as of December 11,
2023 and maturing on December 11, 2024 (the “Prior Secured Note”), pursuant to that certain Business Loan Agreement, dated
as of December 11, 2023, between the Company and CBAZ.
The closing of the transaction
under the FirstFire Purchase Agreement, including payment to the Company by the Investor of the purchase price of $375,000, was subject
to certain conditions. On May 20, 2024, such conditions were met. As a result, the Company issued the FF Commitment Shares, and the FF
Note and the FF Warrants were released from escrow and issued as of May 16, 2024, and the Investor paid $375,000, of which the Company
received $336,500 in net proceeds after deductions of the placement agent’s fee of $26,250 and non-accountable expense allowance
of $3,750, and Investor counsel’s fees of $8,500. The Company also issued the First FF PA Warrant (as defined below) and the Second
FF PA Warrant (as defined below).
FirstFire Purchase
Agreement
Under the FirstFire Purchase Agreement, until
the FF Note has been fully converted or repaid, the Investor will have participation and rights of first refusal on any offers of the
Company’s securities other than offerings already disclosed in the Company’s reports filed with the SEC or pursuant to an
Excluded Issuance (as defined in the FirstFire Purchase Agreement), and most favored nation rights on any offers of the Company’s
securities other than for an Excluded Issuance. The Company will also be prohibited from effecting or entering into an agreement involving
a Variable Rate Transaction (as defined in the FirstFire Purchase Agreement) other than pursuant to an “at-the-market” agreement
with a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of common stock from the
Company or an Equity Line of Credit (as defined in the FF Note), without the consent of the Investor, which may not be unreasonably withheld.
In addition, the Company may not issue, agree, propose, or offer to issue any shares of common stock or securities with underlying common
stock prior to the 30th calendar day after the date of the FirstFire Purchase Agreement.
The FirstFire Purchase Agreement (as well as
the FF Note and the FF Warrants) provides that the maximum amount of shares of common stock issuable under the FF Note and the FF Warrants
is limited to no more than 19.99% of the issued and outstanding common stock of the Company as of the date of the FirstFire Purchase
Agreement (as well as the FF Note and the FF Warrants), or 3,074,792 shares of common stock, which number of shares shall be reduced,
on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions
that may be aggregated with the transactions contemplated by the FirstFire Purchase Agreement under applicable rules of the NYSE American
LLC (the “NYSE American” and such limitation, the “FF Exchange Limitation”), until the Company obtains stockholder
approval to issue shares in excess of that amount for all shares issuable pursuant to the terms of the FirstFire Purchase Agreement (the
“FF Stockholder Approval”). Originally, the FF Exchange Limitation would not apply to any shares of common stock issuable
upon conversion or exercise of the FF Note or the FF Warrants if the applicable conversion price or exercise price is at least equal
to the greater of the Company’s stockholders’ equity per share disclosed in the Company’s most recent public filing
with the SEC or the last closing bid price of the common stock as of the date of conversion or exercise. Pursuant to an Amendment to
Senior Secured Promissory Note and Warrants, dated as of May 20, 2024 (the “Amendment to Note and Warrants”), prior to the
issuance of any shares of common stock under either instrument the Company and the Investor agreed to amend the Note and the Warrants
to remove this exception. The Company must hold a meeting of stockholders on or before the date that is six months after the date of
the FirstFire Purchase Agreement, for the purpose of obtaining the FF Stockholder Approval, with the recommendation of the Company’s
board of directors that such proposal be approved, the Company must solicit proxies from its stockholders in connection with the proposal
in the same manner as all other management proposals in such proxy statement, and all management-appointed proxyholders shall vote their
proxies in favor of such proposal. In addition, all members of the Company’s board of directors and all of the Company’s
executive officers must vote in favor of such proposal, for purposes of obtaining the FF Stockholder Approval, with respect to all securities
of the Company then held by such persons, and the Company must generally use its commercially reasonable efforts to obtain the FF Stockholder
Approval. If the Company does not obtain the FF Stockholder Approval at the first meeting at which the proposal is voted upon, the Company
shall call a stockholder meeting as often as possible thereafter to seek the FF Stockholder Approval until the FF Stockholder Approval
is obtained.
In addition, the FirstFire Purchase Agreement
provides that, at the Company’s option, the Investor will pay an additional amount of at least an additional $175,000 to the Company,
subject to the same terms and conditions of the FirstFire Transaction Documents (as defined below), including the issuance of a senior
secured promissory note for principal of at least $198,611, based on the 10% original issuance discount under the FF Note, and the other
terms and conditions of the FF Note (the “Second Tranche FF Note”), if, within six calendar months of the date of the FirstFire
Purchase Agreement, the Company obtains the FF Stockholder Approval and such FF Stockholder Approval applies to the Second Tranche FF
Note, the FF Registration Statement (as defined below) is effective, any additional registration statement required to cover the shares
of common stock issuable following the issuance of the Second Tranche FF Note is effective, the Company is listed on the NYSE American,
and no Event of Default (as defined in the FF Note) has occurred.
The FirstFire Purchase Agreement also has a most
favored nations provision with respect to the issuance of any securities of the Company other than with respect to an Excluded Issuance.
FirstFire Registration Rights Agreement
In connection with the
transaction, the Company and the Investor entered into a registration rights agreement, dated as of May 16, 2024 (the “FirstFire
Registration Rights Agreement” and together with the FirstFire Purchase Agreement, the Security Agreement, the FF Notes and the
FF Warrants, the “FirstFire Transaction Documents”), pursuant to which the Company agreed to register the shares of common
stock underlying the FF Note and the FF Warrants and the FF Commitment Shares under the Securities Act of 1933, as amended (the “Securities
Act”), for resale pursuant to a registration statement (the “FF Registration Statement”). The Company agreed to file
the FF Registration Statement with the SEC within 90 calendar days from the date of the FirstFire Purchase Agreement and to have the
FF Registration Statement declared effective by the SEC within 120 days from the date of the FirstFire Purchase Agreement. The Company
also granted the Investor certain piggyback registration rights pursuant to the FirstFire Purchase Agreement.
FF Note
The principal amount of the FF Note will bear
interest at the rate of 10% per annum on a 365-day basis. The interest will be guaranteed, which requires that all interest that would
accrue through the latest date of maturity (equal to $41,250) be paid. The FF Note will mature on the earlier of the 12-month anniversary
date of the issuance date, or May 16, 2025, and the date of the consummation of a sale, conveyance or disposition of all or substantially
all of the assets of the Company, or the consolidation, merger or other business combination of the Company with or into any other entity
when the Company is not the survivor.
Under the FF Note, the
Company is required to make monthly amortization payments of $56,715 commencing September 16, 2024. The Company may prepay the FF Note
any time prior to an Event of Default on 15 trading days’ prior written notice for an amount equal to 110% of the principal amount
then outstanding and 110% of the accrued and unpaid interest outstanding.
Under the FF Note, the
holder of the FF Note may at any time and from time to time, subject to beneficial ownership limitations and the FF Exchange Limitation,
convert the outstanding principal amount and accrued interest under the FF Note into shares of common stock at an initial conversion
price of $0.30 per share, subject to adjustment, including adjustments under full-ratchet anti-dilution provisions for any issuances
of securities at a lower price per share or per underlying share of common stock to match the price of such lower-priced securities,
other than for an Excluded Issuance (the “Fixed Conversion Price”). If the Company fails to make an amortization payment
when due under the FF Note, the balance remaining under the FF Note will become convertible, and the conversion price will become the
lower of the then-applicable Fixed Conversion Price and 80% of the lowest closing price of the common stock during the ten trading days
prior to the conversion date. If an Event of Default occurs under the FF Note, then the balance remaining under the FF Note will become
convertible at the lower of the Fixed Conversion Price, the closing price of the common stock on the date of the Event of Default (or
the next trading day if such date is not on a trading day), and $0.195 per share, subject to adjustment. The number of shares issuable
upon the conversion of the FF Note and the conversion price of the FF Note are subject to any stock dividend, stock split, stock combination,
rights offerings, reclassification, or similar transaction.
The FF Note provides
that Events of Default will include: The failure to pay obligations when due, failure to issue shares upon conversions as required, a
material breach of representations and warranties or covenants, the entry of material judgments against certain of our subsidiaries,
the initiation of bankruptcy or insolvency proceedings of certain of our subsidiaries, defaults on other indebtedness, failure to remain
subject to and compliant with the Exchange Act, failure to maintain intellectual property and other necessary assets, the restatement
of any financial statements, disclosure or attempted disclosure of material non-public information to the FF Note holder, unavailability
of Rule 144 under the Securities Act for resales of the Company’s securities, the delisting or suspension of listing of the Company’s
common stock by the NYSE American. The occurrence of an Event of Default would result in a number of additional obligations to the FF
Note holder, including acceleration of the FF Note balance multiplied by 125%; default interest at the rate of the lesser of (i) 15%
per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid; and the increase of the principal
balance of the FF Note by $3,000 each calendar month until the FF Note is repaid in its entirety.
If, at any time prior to the full repayment or
full conversion of all amounts owed under the FF Note, the Company receives cash proceeds from any source or series of related or unrelated
sources on or after the date of the FF Note, including but not limited to, from payments from customers, the issuance of equity or debt,
the incurrence of Indebtedness (as defined in the FF Note), a merchant cash advance, sale of receivables or similar transaction, the
exercise of outstanding warrants of the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the FF
Note) of the Company or the Company’s offering of securities under Regulation A under the Securities Act, or the sale of assets
(including but not limited to real property) by the Company, the Company shall, within one business day of the Company’s receipt
of such proceeds, inform the holder of the FF Note of or publicly disclose such receipt, following which the holder of the FF Note shall
have the right in its sole discretion to require the Company to immediately apply up to 100% of such proceeds to repay all or any portion
of the outstanding principal amount and interest (including any default interest) then due under the FF Note.
The FF Note will be a senior secured obligation
of the Company, with priority over all existing and future indebtedness of the Company, except that the FF Note will be junior in priority
to the Prior Secured Note. The Company may not incur any Indebtedness that is senior to or pari passu with the obligations under the
FF Note. During the period that any obligation under the FF Note remains outstanding, the Company may not, without the FF Note holder’s
prior written consent, declare or pay any dividends or other distributions on shares of capital stock except in the form of shares of
common stock or distributions pursuant to a stockholders’ rights plan approved by a majority of the Company’s disinterested
directors. The Company also may not repurchase any capital stock or repay any indebtedness other than the FF Note and the Prior Secured
Note. The Company also may not (a) change the nature of its business; (b) sell, divest, change the structure of any material assets other
than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant cash advance transaction,
sale of receivables transaction, or any other similar transaction, without the consent of the Investor, which may not be unreasonably
withheld.
The FF Note contains a most favored nations provision
with respect to the issuance of any debt securities of the Company.
FF Warrants
First FF Warrant
The First FF Warrant will be exercisable for
up to 1,375,000 shares of common stock from the date of issuance until the fifth anniversary of the date of issuance. The holder may
exercise the First FF Warrant by a “cashless” exercise if the Market Price (as defined below) is less than the exercise price
then in effect and there is no effective registration statement for the resale of the shares. The “Market Price” is defined
as the highest traded price of the common stock during the 30 trading days before the date of the cashless exercise. The number of shares
issuable upon cashless exercise will equal (i) the product of (a) the number of shares of common stock that the holder elects to purchase
under the First FF Warrant, times (b) the Market Price less the exercise price, divided by (ii) the Market Price.
Under the First FF Warrant,
the holder of the First FF Warrant may at any time and from time to time, subject to beneficial ownership limitations and the FF Exchange
Limitation, exercise the First FF Warrant to purchase shares of common stock at an initial exercise price of $0.30 per share, subject
to adjustment, including adjustments under full-ratchet anti-dilution provisions for any issuances of securities at a lower price per
share or per underlying share of common stock other than for an Excluded Issuance, or for any issuances of securities at a price which
varies or may vary with the market price of the common stock, to match the price of such lower-priced or variable price securities, or
for other dilution events. Simultaneous with any adjustment to the exercise price as a result of an anti-dilution adjustment, the number
of shares underlying the First FF Warrant will be adjusted proportionately so that after such adjustment the aggregate exercise price
payable under the First FF Warrant for the adjusted number of shares underlying the First FF Warrant will be the same as the aggregate
exercise price in effect immediately prior to such adjustment (without regard to any limitations on exercise). The First FF Warrant also
contains rights to any rights to purchase securities of the Company distributed pro rata to the stockholders of the Company.
Second FF Warrant
The Second FF Warrant
will be exercisable for up to 250,000 shares of common stock for an initial exercise price of $0.01 per share from the date of an Event
of Default under the FF Note until the fifth anniversary of the date of an Event of Default under the FF Note. The Second FF Warrant
will be automatically canceled if the FF Note is fully extinguished (by repayment in cash and/or conversion into common stock) on or
prior to the maturity date of the FF Note. The Second FF Warrant otherwise has the same terms and conditions as the First FF Warrant.
General and Other
Terms
The FirstFire Transaction
Documents contain certain other agreements and obligations of the parties.
Under the Company’s
engagement letter agreement with Boustead Securities, LLC, a registered broker-dealer (“Boustead”), under which Boustead
is acting as the placement agent in connection with the transactions contemplated by the FirstFire Purchase Agreement, the Company paid
to Boustead a cash fee of $26,250, equal to 7% of the purchase price of the FF Note, and a non-accountable expense allowance of $3,750,
equal to 1% of the purchase price of the FF Note. The Company also issued Boustead 13,125 shares of common stock, equal to 7% of the
FF Commitment Shares. In addition, the Company issued a placement agent warrant to purchase up to 7% of the shares issuable upon exercise
of the First FF Warrant, or 96,250 shares, with an exercise price of $0.30 per share (the “First FF PA Warrant”), and a placement
agent warrant to purchase up to 7% of the shares issuable upon exercise of the Second FF Warrant, or 17,500 shares, with an exercise
price of $0.01 per share (the “Second FF PA Warrant”). The First FF PA Warrant will be exercisable for a period of five years
from the date of issuance and the Second FF PA Warrant will be exercisable for five years from the initial date of the exercisability
of the Second FF Warrant, and contain cashless exercise provisions. Boustead also has certain registration rights with respect to these
warrants.
The foregoing summary
of the terms and conditions of the FF Note, the First FF Warrant, the Second FF Warrant, the First FF PA Warrant, the Second FF
PA Warrant, the FirstFire Purchase Agreement, the Security Agreement, the Registration Rights Agreement, and the Amendment to Note and
Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the FF Note, the First
FF Warrant, the Second FF Warrant, the FirstFire Purchase Agreement, the Security Agreement, the Registration Rights Agreement, and the
Amendment to Note and Warrants, copies or forms of which are filed as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit
4.5, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this Amendment to Original Form 8-K and incorporated
herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
As previously disclosed in the Current Report
on Form 8-K filed by the Company on January 8, 2024, the Company entered into a Common Stock Purchase Agreement, dated as of January
5, 2024 (the “Tumim Purchase Agreement”), and a Registration Rights Agreement, dated as of January 5, 2024 (the “Tumim
Registration Rights Agreement”), with Tumim Stone Capital LLC (“Tumim”), pursuant to which Tumim had committed to purchase,
upon the terms and conditions specified in the Tumim Purchase Agreement and the Tumim Registration Rights Agreement, up to $25 million
of the Company’s common stock.
On May 16, 2024, the Company and Tumim agreed by mutual written consent and pursuant to
its terms to terminate the Tumim Purchase Agreement, effective immediately.
In connection with this termination, Tumim also
waived the prohibition under the Tumim Purchase Agreement on the Company entering into a Variable Rate Transaction (as defined in the
Tumim Purchase Agreement) which otherwise would have survived termination of the Tumim Purchase Agreement for a six-month period.
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 under Item 1.01 of this Amendment to Original Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The information set
forth under Item 1.01 of this Amendment to Original Form 8-K is incorporated herein by reference.
The securities that
have been issued or may be issued by the Company to the Investor under the FirstFire Purchase Agreement are being offered and sold by
the Company to the Investor in a transaction that is exempt from the registration requirements of the Securities Act in reliance on Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the FirstFire Purchase Agreement, the Investor represented
to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation
D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold to the Investor
under the FirstFire Purchase Agreement have not been and will not be registered for offer and sale under the Securities Act or any applicable
state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky”
laws.
The securities that
have been issued or may be issued by the Company to Boustead under the Company’s engagement letter agreement with Boustead are
being offered and sold by the Company to Boustead in a transaction that is exempt from the registration requirements of the Securities
Act, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder. Accordingly, the offer and sale
by the Company of the securities that may be issued and sold to Boustead under its engagement letter agreement have not been and will
not be registered for offer and sale under the Securities Act or any applicable state securities or “Blue Sky” laws and,
therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities or “Blue Sky” laws.
This Amendment to Original Form 8-K shall not
constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities
of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
Item
3.03 Material Modification to Rights of Security Holders.
The information set
forth under Item 1.01 of this Amendment to Original Form 8-K is incorporated herein by reference.
If, at any time prior to the full
repayment or full conversion of all amounts owed under the FF Note, the Company receives cash proceeds from any source or series of
related or unrelated sources on or after the date of the FF Note, including but not limited to, from payments from customers, the
issuance of equity or debt, the incurrence of Indebtedness, a merchant cash advance, sale of receivables or similar transaction, the
exercise of outstanding warrants of the Company, the issuance of securities pursuant to an Equity Line of Credit of the Company or
the Company’s offering of securities under Regulation A under the Securities Act, or the sale of assets (including but not
limited to real property) by the Company, the Company shall, within one business day of the Company’s receipt of such
proceeds, inform the holder of the FF Note of or publicly disclose such receipt, following which the holder of the FF Note shall
have the right in its sole discretion to require the Company to immediately apply up to 100% of such proceeds to repay all or any
portion of the outstanding principal amount and interest (including any default interest) then due under the FF Note.
The FF Note will be a senior secured obligation
of the Company, with priority over all existing and future indebtedness of the Company, except that the FF Note will be junior in priority
to the Prior Secured Note. The Company may not incur any Indebtedness that is senior to or pari passu with the obligations under the
FF Note. During the period that any obligation under the FF Note remains outstanding, the Company may not, without the FF Note holder’s
prior written consent, declare or pay any dividends or other distributions on shares of capital stock except in the form of shares of
common stock except for distributions pursuant to a stockholders’ rights plan approved by a majority of the Company’s disinterested
directors. The Company also may not repurchase any capital stock or repay any indebtedness other than the FF Note and the Prior Secured
Note. The Company also may not (a) change the nature of its business; (b) sell, divest, change the structure of any material assets other
than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant cash advance transaction,
sale of receivables transaction, or any other similar transaction, without the consent of the Investor, which may not be unreasonably
withheld.
Under the FirstFire Purchase Agreement, until
the FF Note has been fully converted or repaid, the Investor will have participation and rights of first refusal on any offers of the
Company’s securities other than offerings already disclosed in the Company’s reports filed with the SEC or pursuant to an
Excluded Issuance, and most favored nation rights on any offers of the Company’s securities other than for an Excluded Issuance.
The Company will also be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction other than pursuant
to an “at-the-market” agreement with a registered broker-dealer, whereby such registered broker-dealer is acting as principal
in the purchase of common stock from the Company or an Equity Line of Credit, without the consent of the Investor, which may not be unreasonably
withheld. In addition, the Company may not issue, agree, propose, or offer to issue any shares of common stock or securities with underlying
common stock prior to the 30th calendar day after the date of the FirstFire Purchase Agreement.
Other terms of the FirstFire Purchase Agreement
and the FF Note are described in Item 1.01 above, and this description is qualified in its entirety by reference to the FF Note and the
FirstFire Purchase Agreement, a copy or form of which is filed as Exhibit 4.1 and Exhibit 10.1 to this Amendment to Original Form 8-K,
respectively.
Item
7.01 Regulation FD Disclosure.
The information set forth under Item 1.01, Item
1.02, Item 3.02, and 3.03 of this Amendment to Original Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
4.1 |
|
Form of Senior Secured Promissory Note issued to FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 17, 2024) |
4.2 |
|
Form of (First) Common Stock Purchase Warrant issued to FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 17, 2024) |
4.3 |
|
Form of (Second) Common Stock Purchase Warrant issued to FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on May 17, 2024) |
4.4 |
|
Form of (First) Warrant to Purchase Common Stock issued to Boustead Securities, LLC, dated as of May 20, 2024 |
4.5 |
|
Form of (Second) Warrant to Purchase Common Stock issued to Boustead Securities, LLC, dated as of May 20, 2024 |
10.1 |
|
Securities Purchase Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 17, 2024) |
10.2 |
|
Security Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 17, 2024) |
10.3 |
|
Registration Rights Agreement, dated May 16, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 17, 2024) |
10.4 |
|
Amendment to Senior Secured Promissory Note and Warrants, dated as of May 20, 2024, between Signing Day Sports, Inc. and FirstFire Global Opportunities Fund, LLC |
104 |
|
Cover Page Interactive Data File (embedded with 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: May 21, 2024 |
SIGNING DAY SPORTS, INC. |
|
|
|
/s/ Daniel D. Nelson |
|
Name: |
Daniel D. Nelson |
|
Title: |
Chief Executive Officer |
8
Exhibit 4.4
THESE WARRANTS AND ANY SHARES ACQUIRED UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS
AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE
OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN
COMPLIED WITH.
Signing
Day Sports, Inc.
Warrant
To Purchase Common Stock
Warrant No.: PA-5
Date of Issuance: May 20, 2024 (“Issuance
Date”)
Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
common stock of the Company, par value $0.0001 per share (“Common Stock”) (including any Warrants to purchase shares
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof,
to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined
below), Ninety-Six Thousand Two Hundred Fifty (96,250) (subject to adjustment as provided herein) fully paid and non-assessable shares
of Common Stock (the “Warrant Shares”). Notwithstanding anything to the contrary contained herein, the sum of the
Warrant Shares as to which this Warrant shall be exercisable shall be limited to the Exchange Cap (as defined in the Securities Purchase
Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company
(the “Purchase Agreement”)), unless and until the date of effectiveness of the Shareholder Approval (as defined in
the Purchase Agreement).
1. EXERCISE
OF WARRANT.
(a) Mechanics of Exercise.
Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the date hereof, to the
extent permitted by the applicable SEC and FINRA rules, in whole or in part, by delivery (whether via facsimile, email, or otherwise)
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number of Warrant Shares purchased
equal to or lower than the then-applicable number of Warrant Shares and the FMV (collectively, the “Exercise Information”).
Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an
amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this
Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds
if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise Notice that such exercise is
made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless Exercise.
The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and
delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original
of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following
the date on which the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is
accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the
form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the event
that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price, the Company shall instruct
the Transfer Agent to issue to the Holder the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and
to, at the sole direction of the Holder pursuant to the Exercise Notice, hold such Warrant Shares in electronic form at the Transfer
Agent registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise
Notice), or mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee,
in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice). Upon
delivery of an Exercise Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment
of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such
Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
total number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired by the Holder
upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business
Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section
7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon
the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance or
delivery of Warrant Shares upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes in respect
of this Warrant or such shares.
(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” initially means $0.30, subject to further adjustment as provided herein.
(c) Company’s Failure
to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3)
Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled
(or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares
on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available
to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after
receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the
option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s
share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of
the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of
all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number
of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other
remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage
commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation,
by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s
obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares
to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall
terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such
Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any)
of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common
Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance
and payment under this clause (ii).
(d) Cashless Exercise.
Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or
in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according
to the following formula (a “Cashless Exercise”), provided that the Holder may elect to cashless exercise pursuant
to this Section 1(d) only if B as set forth in the following formula is higher than C as set forth in the following formula:
Net Number = (A x B)
- (A x C)
B
For purposes of the foregoing
formula:
A= the total number of shares with respect
to which this Warrant is then being exercised.
B= the FMV
C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.
(e) Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued
pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 14.
(f) Intentionally Left
Blank.
(g) Insufficient Authorized
Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock as shall
be necessary to satisfy the Company’s obligation to issue Warrant Shares hereunder (without regard to any limitation otherwise
contained herein with respect to the number of Warrant Shares that may be acquirable upon exercise of this Warrant). If, notwithstanding
the foregoing, and not in limitation thereof, at any time while the Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrant
at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to
effect the exercise of the Warrant then outstanding (the “Required Reserve Amount”) (an “Authorized Share
Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of
Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrant then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they
approve such proposal.
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in this Section 2.
(a) Stock Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date hereof, (i) pays a stock
dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital
stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination,
reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the
calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
(b) Intentionally
Left Blank.
(c) Number of
Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to only paragraph (a) of this Section 2, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).
(d) Other Events.
In the event that the Company (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights
of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.
(e) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which
a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the participation in such Distribution.
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time while the Warrant remains outstanding and before the Expiration
Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon a complete exercise of this Warrant (without
regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.
(b) Fundamental
Transactions. During the term of this Warrant, the Company shall not enter into or be party to a Fundamental Transaction unless the
Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this
Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior
to such Fundamental Transaction, such approval not to be unreasonably withheld, conditioned or delayed, including agreements to deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital
stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as
if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity
shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property
(except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the
exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded Common Stock (or its equivalent)
of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the
applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without
regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit
the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company
shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant
at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares
of the Common Stock Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and
4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.
(c) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall
be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the
exercise of this Warrant.
5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times
in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of the Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise
of this Warrant, and (c) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of
its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, the maximum number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (without regard
to any limitations on exercise).
6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.
7. REISSUANCE
OF WARRANTS.
(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.
(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.
(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of
such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares
of Common Stock shall be given.
(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other
new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii)
shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.
8. NOTICES;PAYMENTS.
(a) The Company
shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail,
and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice
being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of
its subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly
understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.
(b) Payments.
Whenever any payment is to be made by the Company to any Person pursuant to this Warrant, such payment shall be made in lawful money
of the United States of America via wire transfer of U.S. Dollars in immediately available funds in accordance with the Holder’s
wire transfer instructions delivered to the Company on or prior to such payment date or, in the absence of such instructions, by a certified
check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided
to the Company in writing.
9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
10. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the
original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s)
in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization
of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the
prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of
the prohibited, invalid or unenforceable provision(s).
11. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the
Holder. If service of process is effected pursuant to the above sentence, such service will be deemed sufficient under New York law and
the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. Reserved.
13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed
to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or FMV or the arithmetic calculation of the Warrant
Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
(as the case may be) via facsimile (a) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute
to the Company or the Holder (as the case may be) or (b) if no notice gave rise to such dispute, at any time after the Holder learned
of the circumstances giving rise to such dispute (including, without limitation, as to whether any issuance or sale or deemed issuance
or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree
upon such determination or calculation (as the case may be) of the Exercise Price, or FMV or the number of Warrant Shares (as the case
may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the
Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (i) the disputed determination
of the Exercise Price or FMV (as the case may be) to an independent, reputable investment bank selected by the Holder or (ii) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify
the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations
or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may
be) shall be binding upon all parties absent demonstrable error.
15. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a
decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall
be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with
respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall
not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and
documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms
and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates
for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any
issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its
behalf.
16. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.
17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Bloomberg” means
Bloomberg, L.P.
(b) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
(c) “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Eligible Market,
as reported by Bloomberg, or, if the Eligible Market begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the Eligible
Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not
apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers
for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If
the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the
procedures in Section 14. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during such period.
(d) “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares
of Common Stock.
(e) “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or
the Nasdaq Capital Market.
(f) “Expiration
Date” means the date that is five years from the Issuance Date, or, if such date falls on a day other than a Business Day or
on which trading does not take place on the Eligible Market (a “Holiday”), the next date that is not a Holiday.
(g) “FINRA”
means the Financial Industry Regulatory Authority, Inc. in the United States.
(h) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions,
(A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other
Person, or (B) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties
or assets to any other Person, or (C) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders
of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held
by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (D) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more
than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the
other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase agreement or other business combination), or (E) (1) reorganize, recapitalize or reclassify the Common Stock, (2) effect
or consummate a stock combination, reverse stock split or other similar transaction involving the Common Stock or (3) make any public
announcement or disclosure with respect to any stock combination, reverse stock split or other similar transaction involving the Common
Stock (including, without limitation, any public announcement or disclosure of (a) any potential, possible or actual stock combination,
reverse stock split or other similar transaction involving the Common Stock or (b) board or stockholder approval thereof, or the intention
of the Company to seek board or stockholder approval of any stock combination, reverse stock split or other similar transaction involving
the Common Stock), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding Voting Stock of the Company.
(i) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(j) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Common Stock or
equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(k) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.
(l) “SEC”
means the United States Securities and Exchange Commission.
(m) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.
(n) “Trading
Day” means any day on which the Common Stock is traded on the Eligible Market, or, if the Eligible Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder.
(o) “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the
general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of
such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).
(p) “FMV”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Eligible Market, the value shall be deemed to be the highest daily price on any trading day on such Eligible Market on
which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on New York City time) during the twenty trading
days preceding the exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the value shall be deemed to be the highest daily price
on any trading day on the OTCQB or OTCQX on which the Common Stock is then quoted as reported by Bloomberg L.P. (based on New York City
time) during the twenty trading days preceding the exercise, as applicable, (c) if the Common Stock is not then listed or quoted for
trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC Markets Group”,
the value shall be deemed to be the highest daily price on any trading day on the Pink Sheets on which the Common Stock is then quoted
as reported by OTC Markets Group (based on New York City time) during the twenty trading days preceding the exercise, or (d) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
[signature page follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.
Signing Day Sports, Inc. |
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By: |
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Name: |
Daniel D. Nelson |
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Title: |
Chief Executive Officer and Chairman |
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK
SIGNING DAY SPORTS, INC.
The undersigned holder hereby exercises the right
to purchase _________________ Common Stock (“Warrant Shares”) of Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. _______ (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
| ____________ | a “Cash Exercise”
with respect to _________________ Warrant Shares; and/or |
| ____________ | a “Cashless Exercise”
with respect to _______________ Warrant Shares. |
In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents
and warrants that (i) this Exercise Notice was executed by the Holder on the date set forth below and (ii) if applicable, the FMV as
of the date prior to the date of the Exercise Notice was $________.]
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as a “Cash Exercise”.]
2. Payment of Exercise
Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:
☐ Check here if requesting delivery as a certificate to the following name and to the following address:
☐ Check here if
requesting delivery by Deposit/Withdrawal at Custodian as follows:
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DTC Participant: |
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DTC Number: |
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Account Number: |
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Date: _____________ __, ____ | |
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Name of Registered Holder | |
By: |
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Name: |
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Title: |
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Tax ID: |
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Facsimile: |
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EXHIBIT B
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.
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Signing Day Sports, Inc. |
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By: |
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Name: |
Daniel D. Nelson |
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Title: |
Chief Executive Officer and Chairman |
Exhibit 4.5
THESE WARRANTS AND ANY SHARES ACQUIRED UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS
AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE
OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN
COMPLIED WITH.
Signing
Day Sports, Inc.
Warrant
To Purchase Common Stock
Warrant No.: PA-6
Date of Issuance: May 20, 2024 (“Issuance
Date”)
Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
common stock of the Company, par value $0.0001 per share (“Common Stock”) (including any Warrants to purchase shares
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Trigger Date
(as defined below), to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration
Date (as defined below), Seventeen Thousand Five Hundred (17,500) (subject to adjustment as provided herein) fully paid and non-assessable
shares of Common Stock (the “Warrant Shares”).
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the date
hereof, to the extent permitted by the applicable SEC and FINRA rules, in whole or in part, by delivery (whether via facsimile, email,
or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number
of Warrant Shares purchased equal to or lower than the then-applicable number of Warrant Shares and the FMV (collectively, the “Exercise
Information”). Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment
to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares
as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately
available funds if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise Notice that such
exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless
Exercise. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution
and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the
original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution
and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original
of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following
the date on which the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is accurate,
the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached
hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”). On
or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the event that
the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price, the Company shall instruct the
Transfer Agent to issue to the Holder the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and to, at
the sole direction of the Holder pursuant to the Exercise Notice, hold such Warrant Shares in electronic form at the Transfer Agent registered
in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), or mail
to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case,
sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice). Upon delivery of an Exercise
Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment of the Aggregate Exercise
Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares (as the
case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the total number of Warrant
Shares represented by this Warrant is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then, at
the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise
and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of
this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company will from
time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance or delivery of Warrant
Shares upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes in respect of this Warrant
or such shares.
(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” initially means $0.01, subject to further adjustment as provided herein.
(c) Company’s Failure
to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3)
Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled
(or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares
on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available
to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after
receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the
option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s
share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of
the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of
all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number
of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other
remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage
commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation,
by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s
obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares
to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall
terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such
Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any)
of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common
Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance
and payment under this clause (ii).
(d) Cashless Exercise.
Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or
in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according
to the following formula (a “Cashless Exercise”), provided that the Holder may elect to cashless exercise pursuant
to this Section 1(d) only if B as set forth in the following formula is higher than C as set forth in the following formula:
Net Number = (A x B)
- (A x C)
B
For purposes of the foregoing
formula:
A= the total number of shares with respect
to which this Warrant is then being exercised.
B= the FMV
C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.
(e) Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued
pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 14.
(f) Intentionally
Left Blank.
(g) Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under this
Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue Warrant Shares
hereunder (without regard to any limitation otherwise contained herein with respect to the number of Warrant Shares that may be
acquirable upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while the
Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to
satisfy its obligation to reserve for issuance upon exercise of the Warrant at least a number of shares of Common Stock equal to the
number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (the
“Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately
take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the
Company to reserve the Required Reserve Amount for the Warrant then outstanding. Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty
(60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the
approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall
provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such
increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve
such proposal.
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 2.
(a) Stock Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on
or after the date hereof, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares
or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of
such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise
Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
(b) Intentionally
Left Blank.
(c) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to
only paragraph (a) of this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the
adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment
(without regard to any limitations on exercise contained herein).
(d) Other
Events. In the event that the Company (or any subsidiary) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if
any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the
Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such
adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in
good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be borne by the Company.
(e) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution.
4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time while
the Warrant remains outstanding and before the Expiration Date, the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares
of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of
shares of Common Stock acquirable upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.
(b) Fundamental
Transactions. During the term of this Warrant, the Company shall not enter into or be
party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant
in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder prior to such Fundamental Transaction, such approval not to be unreasonably withheld, conditioned
or delayed, including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value
of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions
of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the
other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation
of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise
of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or
other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue
to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares
of publicly traded Common Stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have
been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior
to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance
with the provisions of this Warrant. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written
notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which
holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common
Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter
have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction
but prior to the Expiration Date, in lieu of the shares of the Common Stock Shares (or other securities, cash, assets or other property
(except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the
exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening
of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a
form and substance reasonably satisfactory to the Holder.
(c) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall
be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise
of this Warrant.
5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times
in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of the Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise
of this Warrant, and (c) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of
its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, the maximum number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (without regard
to any limitations on exercise).
6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.
7. REISSUANCE
OF WARRANTS.
(a) Transfer of
Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant
to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with
Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred
by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.
(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and
the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon
surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the
Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to
purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants
for fractional shares of Common Stock shall be given.
(d) Issuance of
New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the
terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued
pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.
8. NOTICES;PAYMENTS.
(a) The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail
a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written
notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice
being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its
subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly
understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.
(b) Payments.
Whenever any payment is to be made by the Company to any Person pursuant to this Warrant, such payment shall be made in lawful money of
the United States of America via wire transfer of U.S. Dollars in immediately available funds in accordance with the Holder’s wire
transfer instructions delivered to the Company on or prior to such payment date or, in the absence of such instructions, by a certified
check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided
to the Company in writing.
9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
10. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
11. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the
Holder. If service of process is effected pursuant to the above sentence, such service will be deemed sufficient under New York law and
the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. Reserved.
13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed
to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or FMV or the arithmetic calculation of the Warrant
Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
(as the case may be) via facsimile (a) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute
to the Company or the Holder (as the case may be) or (b) if no notice gave rise to such dispute, at any time after the Holder learned
of the circumstances giving rise to such dispute (including, without limitation, as to whether any issuance or sale or deemed issuance
or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree
upon such determination or calculation (as the case may be) of the Exercise Price, or FMV or the number of Warrant Shares (as the case
may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the
Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (i) the disputed determination
of the Exercise Price or FMV (as the case may be) to an independent, reputable investment bank selected by the Holder or (ii) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify
the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations
or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may
be) shall be binding upon all parties absent demonstrable error.
15. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages
for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization
concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,
exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including,
without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon
the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.
16. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.
17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Bloomberg”
means Bloomberg, L.P.
(b) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
(c) “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Eligible Market, as
reported by Bloomberg, or, if the Eligible Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the Eligible Market
is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last
trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg,
or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security
as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 14.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.
(d)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any circumstances,
directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any shares of Common Stock.
(e) “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the
Nasdaq Capital Market.
(f) “Expiration
Date” means the date that is five years from the Trigger Date, or, if such date falls on a day other than a Business Day or
on which trading does not take place on the Eligible Market (a “Holiday”), the next date that is not a Holiday.
(g) “FINRA”
means the Financial Industry Regulatory Authority, Inc. in the United States.
(h) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions,
(A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person,
or (B) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or
assets to any other Person, or (C) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders
of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held
by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (D) consummate a stock or share purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than
50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination), or (E) (1) reorganize, recapitalize or reclassify the Common Stock, (2) effect or consummate
a stock combination, reverse stock split or other similar transaction involving the Common Stock or (3) make any public announcement or
disclosure with respect to any stock combination, reverse stock split or other similar transaction involving the Common Stock (including,
without limitation, any public announcement or disclosure of (a) any potential, possible or actual stock combination, reverse stock split
or other similar transaction involving the Common Stock or (b) board or stockholder approval thereof, or the intention of the Company
to seek board or stockholder approval of any stock combination, reverse stock split or other similar transaction involving the Common
Stock), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the
1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding
Voting Stock of the Company.
(i) “Note”
means the senior secured promissory note in the principal amount of $412,500.00 to FirstFire Global Opportunities Fund, LLC, a Delaware
limited liability company (including any permitted and registered assigns), dated May 16, 2024.
(j) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(k) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Common Stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(l) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.
(m) “SEC”
means the United States Securities and Exchange Commission.
(n) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.
(o) “Trading
Day” means any day on which the Common Stock is traded on the Eligible Market, or, if the Eligible Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder.
(p) “Trigger
Date” means the date that an Event of Default (as defined in the Note) occurs under the Note.
(q) “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the
general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of
such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).
(r) “FMV”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Eligible Market, the value shall be deemed to be the highest daily price on any trading day on such Eligible Market on which
the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on New York City time) during the twenty trading days preceding
the exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the value shall be deemed to be the highest daily price on any trading
day on the OTCQB or OTCQX on which the Common Stock is then quoted as reported by Bloomberg L.P. (based on New York City time) during
the twenty trading days preceding the exercise, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB
or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting prices), the “OTC Markets Group”, the value shall
be deemed to be the highest daily price on any trading day on the Pink Sheets on which the Common Stock is then quoted as reported by
OTC Markets Group (based on New York City time) during the twenty trading days preceding the exercise, or (d) in all other cases, the
fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.
[signature page follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.
Signing Day Sports, Inc.
By: |
|
|
Name: |
Daniel D. Nelson |
|
Title: |
Chief Executive Officer and Chairman |
|
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE COMMON STOCK
SIGNING DAY SPORTS, INC.
The undersigned holder hereby exercises the right
to purchase _________________ Common Stock (“Warrant Shares”) of Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. _______ (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
| ____________ | a “Cash Exercise” with respect to _________________ Warrant Shares; and/or |
| ____________ | a “Cashless Exercise” with respect to _______________ Warrant Shares. |
In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents
and warrants that (i) this Exercise Notice was executed by the Holder on the date set forth below and (ii) if applicable, the FMV as of
the date prior to the date of the Exercise Notice was $________.]
1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as a “Cash Exercise”.]
2. Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:
☐ Check
here if requesting delivery as a certificate to the following name and to the following address:
☐
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
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DTC Participant: |
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DTC Number: |
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Account Number: |
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Date: _____________ __,
__________________________________ |
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Name of Registered Holder |
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EXHIBIT B
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.
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Signing Day Sports, Inc. |
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By: |
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Name: |
Daniel D. Nelson |
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Title: |
Chief Executive Officer and Chairman |
Exhibit 10.4
AMENDMENT TO
SENIOR SECURED PROMISSORY NOTE AND WARRANTS
Amendment
to SENIOR SECURED PROMISSORY NOTE AND WARRANTS (this “Amendment”), dated as of May 20, 2024, by and between
Signing Day Sports, Inc., a Delaware corporation (the “Borrower”), and FirstFire Global Opportunities Fund, LLC, a
Delaware limited liability company (the “Holder”). Each of the Borrower and Holder are
sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”
RECITALS
A. On
May 16, 2024, the Borrower agreed to issue a certain Senior Secured Promissory Note to the Holder, a copy of which is attached hereto
as Exhibit A (as amended hereby, the “Note”), a certain Common Stock Purchase Warrant to the Holder, a copy
of which is attached hereto as Exhibit B (as amended hereby, the “First Warrant”), and a certain Common Stock
Purchase Warrant to the Holder, a copy of which is attached hereto as Exhibit C (as amended hereby, the “Second Warrant”
and together with the First Warrant, the “Warrants”), pursuant to that certain Securities Purchase Agreement, dated
as of May 16, 2024, by and between the Borrower and the Holder (the “Securities Purchase Agreement”).
C. The
Borrower and the Holder desire to amend the Note and the Warrants pursuant to Section 4.3 of the Note and Section 12 of each of the Warrants.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual promises herein contained, the Parties intending to be legally bound, hereby agree as follows.
1. Agreement.
Except as specifically modified by this Amendment, the terms and conditions of the Note and the Warrants shall remain in full force and
effect. In the event of any inconsistency between the terms of this Amendment and the terms of the Note or either of the Warrants, the
terms of this Amendment shall control. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note
or the Warrants as the context requires, unless defined otherwise herein.
2. Amendment
to Note. Section 1.1 of the Note is hereby amended to remove the following text: “, except that shares of Common
Stock issuable upon conversion of this Note as to which the Conversion Price is at least equal to the greater of the Company’s stockholders’
equity per share disclosed in the Company’s most recent public filing with the SEC or the last closing bid price of the Common Stock
on the Principal Market as of the Conversion Date shall not be limited hereby”.
3. Amendment
to Warrants. Section 1(c) of each of the Warrants is hereby amended to remove the following text: “, except that
shares of Common Stock issuable upon exercise of this Warrant as to which the Exercise Price is at least equal to the greater of the Company’s
stockholders’ equity per share disclosed in the Company’s most recent public filing with the SEC or the last Closing Bid Price
of the Common Stock as of the Warrant Share Delivery Date shall not be limited hereby”.
4. Representations.
(a) Borrower.
To the extent applicable as of the date first set forth above, the Borrower hereby represents
to the Holder that each of the representations contained in Section 3 of the Securities Purchase Agreement is true and accurate as of
the date of this Amendment.
(b) Holder.
To the extent applicable as of the date first set forth above,
the Holder hereby represents to the Borrower that the representations contained in Section 2 of the Securities Purchase Agreement is true
and accurate as of the date of this Amendment.
5. Effectiveness.
The terms of this Amendment shall be effective as of the date first set forth above.
6. Entire
Agreement. This Amendment constitutes the entire agreement and understanding between the Parties with regard to
the subject matter hereof and supersedes any prior written or oral agreements. Any modifications to this Amendment must be in
writing and signed by the Borrower and the Holder or their lawful successors or assigns.
7. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF,
the Parties have caused this Amendment to be duly executed as of the date first set forth above.
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BORROWER: |
|
|
|
Signing
Day Sports, Inc. |
|
|
|
|
By: |
/s/
Daniel D. Nelson |
|
Name: |
Daniel D. Nelson |
|
Title: |
Chief Executive Officer |
|
|
|
|
Address: |
8355 East Hartford Drive, Suite 100, |
|
Scottsdale, AZ 8525 |
|
|
|
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HOLDER: |
|
|
|
|
FirstFire
Global Opportunities Fund, LLC |
|
|
|
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By: |
FirstFire Capital Management
LLC, its manager |
|
|
|
|
By: |
/s/
Eli Fireman |
|
Name: |
Eli Fireman |
|
|
|
|
Address: |
1040 First Avenue, Suite 190, New York, NY 10022
|
EXHIBIT A
Senior Secured Promissory Note
(See Attached)
EXHIBIT B
Common Stock Purchase Warrant
(See Attached)
EXHIBIT C
Common Stock Purchase Warrant
(See Attached)
v3.24.1.1.u2
Cover
|
May 16, 2024 |
Cover [Abstract] |
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Document Type |
8-K/A
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Amendment Flag |
true
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Amendment Description |
On May 17, 2024, Signing
Day Sports, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”)
with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment
to Original Form 8-K”) amends, updates and restates the Original Form 8-K in its entirety.
|
Document Period End Date |
May 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.
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Entity Address, Address Line Two |
Suite 100
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Entity Address, City or Town |
Scottsdale
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Entity Address, State or Province |
AZ
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85255
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(480)
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220-6814
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Security Exchange Name |
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