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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 2024
SIGNING DAY SPORTS, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-41863 |
|
87-2792157 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
8355 East Hartford Rd., Suite 100, Scottsdale, AZ |
|
85255 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (480) 220-6814
|
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
SGN |
|
NYSE American LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On November 21, 2024, Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), issued a press release to providing an update on the Third Annual U.S. Army Bowl National
Combine to be held from December 18, 2024 to December 21, 2024.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release attached as Exhibit
99.1 hereto and the statements contained therein may include “forward-looking” statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating
to expectations about future results or events are based upon information available to the Company as of today’s date and are not
guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed.
The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject
to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without
limitation, the ability of the Company to obtain sufficient funding to maintain operations and develop additional services and offerings,
market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail
offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its net sales, revenues,
income from continuing operations, or other results of operations, the Company’s ability to attract new users and customers, increase
the rate of subscription renewals, and slow the rate of user attrition, the Company's ability to retain or obtain intellectual property
rights, the Company’s ability to adequately support future growth, the Company's ability to comply with user data privacy laws and
other current or anticipated legal requirements, the Company’s ability to attract and retain key personnel to manage its business
effectively, and other risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning
the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date hereof, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November 21, 2024 |
Signing Day Sports, Inc. |
|
|
|
/s/ Daniel Nelson |
|
Name: Daniel Nelson |
|
Title: Chief Executive Officer |
2
Exhibit 99.1
US Army Bowl National Combine Powered by Signing
Day Sports Poised to Break Records in Attendance and Impact
Event to be held December 18-21, 2024, at The
Star, the Dallas Cowboys Practice Facility in Frisco, TX
SCOTTSDALE, Arizona, November 21, 2024 (NewMediaWire)-
Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the
Signing Day Sports app and platform to aid high school athletes in the recruitment process, provides an update on the upcoming 3rd Annual
US Army Bowl National Combine, powered by Signing Day Sports, set to take place from December 18-21, 2024, at The Star, the state-of-the-art
Dallas Cowboys Practice Facility in Frisco, Texas.
The US Army Bowl National Combine sets the stage
for the prestigious US Army National High School All-Star Game, a premier event showcasing the nation’s top student-athletes. Throughout
this NFL-style, three-day combine, prospects from nearly every state are expected to attend, with this year’s event expected to
host the largest total number of recruits in the event’s history and the largest combine-style event in the country. In connection
with their participation in the event, all student-athletes will receive a complimentary one-month trial of the Signing Day Sports app,
enhancing their visibility to college recruiters. This significant showcase event is powered by Signing Day Sports, underscoring the Company’s
commitment to connecting athletes with opportunities and assisting them in their recruitment journey.
This event not only provides a vital platform
for aspiring football players to showcase their skills but also serves as a revenue stream for the Company. By collecting registration
fees and offering exclusive apparel for participants and fans, the combine enables the Company to drive immediate income while strengthening
its brand presence.
Jeff Hecklinski, President of Signing Day Sports,
commented, “It has been a privilege to help establish the premier national football combine in the country. With the combine now
less than a month away, we are seeing heightened interest from student-athletes, and we anticipate this to be the largest event we have
ever organized with the largest number of high-profile recruits in attendance. Through our exclusive partnership with Rich and Kate McGuinness
of Goat Farm Sports, the team at Signing Day Sports is committed to delivering a world-class experience for all participants. We are excited
to host this elite event, prioritizing student-athlete development, skill improvement, and cutting-edge recruiting strategies, including
high-quality video production.”
About Signing Day Sports
Signing Day Sports’ mission is to help student-athletes
achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports’ recruitment
profile, which includes information college coaches need to evaluate and verify them through video technology. For more information on
Signing Day Sports, go to https://bit.ly/SigningDaySports.
Forward-Looking Statements
This press release contains
“forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These
statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown
risks, uncertainties and other factors. These risks, uncertainties and other factors are described more fully in the section titled “Risk
Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. These risks, uncertainties
and other factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties
or other factors become applicable, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly
from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such
information except as required under applicable law.
Investor Contact:
Crescendo Communications,
LLC
212-671-1020
SGN@crescendo-ir.com
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