SGN Signing Day Sports Inc

 

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) December 9, 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 December 9, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), issued a press release to announce a schedule of events in its expected role as National Recruiting Partner for the 2025 U.S. Army Bowl Regional Combine Series.

 

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 likelihood that the owner of the U.S. Army Bowl will agree to continue its sponsorship arrangement with the Company following its scheduled termination on December 31, 2024; the Company’s ability to realize the expected benefits of its collaboration with the owner of the U.S. Army Bowl; the ability of the collaboration to yield significant revenues or other value for the Company; the Company’s ability to execute the collaboration strategy as expected; the number of student-athletes who will use and purchase subscriptions to the Company’s app through the Company’s U.S. Army Bowl collaboration; the Company's ability to obtain additional funding to develop additional services and offerings; market acceptance of the Company's offerings; competition from existing online 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 and third parties’ abilities to protect 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. Further information regarding risks and uncertainties which could affect the Company’s forward-looking statements can be found 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

 

Exhibit No.		Description
99.1		Press release dated December 9, 2024
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: December 9, 2024	Signing Day Sports, Inc.
	/s/ Daniel Nelson
	Name:	Daniel Nelson
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Signing Day Sports Unveils 2025 U.S. Army Bowl Regional Combine Series Schedule

 

14 Events Over 4 Months Expected to Connect 3,500+ Student-Athletes to Signing Day Sports App and Recruiting Platform

 

SCOTTSDALE, Ariz., December 9, 2024 -- 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, today announced a schedule of events in its expected role as National Recruiting Partner for the 2025 U.S. Army Bowl Regional Combine Series.

 

The U.S. Army Bowl Regional Combine Series, spanning 14 events from February through May 2025, is expected to spotlight the talents of more than 3,500 up-and-coming student-athletes. Participation in these combines is one of the steps required for athletes seeking selection for the 2025 U.S. Army Bowl National High School All-American game. With an expected attendance of at least 250 athletes per event, the combines offer invaluable recruitment exposure and opportunities and an ideal venue to introduce the Signing Day Sports app to a wide audience of potential new users. All participants will be given access to the app’s features, benefits, and services, designed to support their recruiting journey and athletic development.

 

Jeff Hecklinski, President of Signing Day Sports, commented, “The energy and momentum surrounding the 2025 U.S. Army Regional Combine Series, which we expect to be powered by Signing Day Sports, is truly inspiring. Since its launch in 2023, the U.S. Army Regional Combine Series has seen remarkable growth, from around 600 participants in its first year to an anticipated 3,500 in 2025. It has firmly established itself as the nation’s premier regional and national football combine series, empowering student-athletes and their families to build their brands and jumpstart their recruiting journeys. As we gear up for the third annual series, we are proud to play a key role in the recruiting process for student-athletes nationwide. The 2025 Combine Series is expected to showcase talent from 14 powerhouse football states, including Georgia, Florida, Texas, California, Ohio, and Alabama.”

 

The 2024 U.S. Army Bowl National Combine and U.S. Army Bowl Game will take place later this month, from December 18–22, at the home of the Dallas Cowboys, The Star, in Frisco, Texas.

 

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. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, including without limitation, the likelihood that the owner of the U.S. Army Bowl will agree to continue its sponsorship arrangement with the Company following its scheduled termination on December 31, 2024; the Company’s ability to realize the expected benefits of its collaboration with the owner of the U.S. Army Bowl; the ability of the collaboration to yield significant revenues or other value for the Company; the Company’s ability to execute the collaboration strategy as expected; the number of student-athletes who will use and purchase subscriptions to the Company’s app through the Company’s U.S. Army Bowl collaboration; the Company’s ability to obtain additional funding to develop additional services and offerings; market acceptance of the Company’s offerings; competition from existing online 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 and third parties’ abilities to protect 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; and the Company’s ability to attract and retain key personnel to manage its business effectively. Further information regarding factors which could affect the forward-looking statements can be found under “Risk Factors” and sections containing cautionary statements relating to forward-looking statements 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 Contacts:

Crescendo Communications, LLC

212-671-1020

SGN@crescendo-ir.com

v3.24.3

Cover	Dec. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 09, 2024
Entity File Number	001-41863
Entity Registrant Name	SIGNING DAY SPORTS, INC.
Entity Central Index Key	0001898474
Entity Tax Identification Number	87-2792157
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8355 East Hartford Rd.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	220-6814
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SGN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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