Form 8-K - Current report

 

 

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 12, 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 [phone]

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SGN		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Signing Day Sports, Inc., a Delaware corporation (the “Company”), on May 17, 2024, as amended on May 21, 2024, under a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), the Company issued FirstFire a Common Stock Purchase Warrant, dated May 16, 2024 (the “May 2024 FirstFire Warrant”), which may be exercised to purchase of up to 1,375,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), subject to the terms and conditions of the May 2024 FirstFire Warrant. As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on June 20, 2024, under a Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire, the Company issued a Common Stock Purchase Warrant, dated June 18, 2024, which may be exercised to purchase of up to 662,036 shares of common stock (together with the May 2024 FirstFire Warrant, the “FirstFire Warrants”).

 

As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on September 27, 2024, the Company delivered a letter (the “First Reduced Exercise Price Offer”) to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.25 per share (the “Reduced Exercise Price”). On the same date, FirstFire accepted and executed the First Reduced Exercise Price Offer. The First Reduced Exercise Price Offer expired on October 14, 2024, without exercise of the FirstFire Warrants.

 

As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on October 16, 2024, the Company delivered a second letter (the “Second Reduced Exercise Price Offer”) to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to the Reduced Exercise Price. On the same date, FirstFire accepted and executed the Second Reduced Exercise Price Offer. The Second Reduced Exercise Price Offer expired on November 8, 2024, without exercise of the FirstFire Warrants.

 

On November 12, 2024, the Company delivered a letter (the “Third Reduced Exercise Price Offer”) to FirstFire containing a new offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.12 per share (the “New Reduced Exercise Price”). On the same date, FirstFire accepted and executed the Third Reduced Exercise Price Offer. The Third Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The FirstFire Warrants may only be exercised at the New Reduced Exercise Price on or prior to December 13, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the FirstFirst Warrants will occur as a result of the Third Reduced Exercise Price Offer or any exercise of the FirstFire Warrants according to its terms; (iii) the Third Reduced Exercise Price Offer will have no effect on the terms and conditions of the Redemption Agreement, dated as of August 12, 2024, between the Company and FirstFire (the “Redemption Agreement”), such that any exercise of the FirstFire Warrants at the New Reduced Exercise Price will reduce the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the FirstFire Warrants by the same amount as would apply to an exercise of the FirstFire Warrants at the initial exercise price of $0.30 per share; and (iv) the Third Reduced Exercise Price Offer was conditioned on its approval by the board of directors of the Company. In addition, under the terms of the Third Reduced Exercise Price Offer, any attempt to exercise the FirstFire Warrants by cashless exercise at the New Reduced Exercise Price will be null and void.

 

The Third Reduced Exercise Price Offer is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

The offer of securities to FirstFire pursuant to the Third Reduced Exercise Price Offer and sale of restricted common stock pursuant to the exercise of the FirstFire Warrants in accordance with the terms of the Third Reduced Exercise Price Offer is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Offer of Voluntary Temporary Reduction of Warrants Exercise Price, dated as of November 12, 2024, of Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

1

 

 

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 13, 2024	Signing Day Sports, Inc.
	/s/ Daniel Nelson
	Name:	Daniel Nelson
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

SIGNING DAY SPORTS, INC.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

 

November 12, 2024

 

FirstFire Global Opportunities Fund, LLC

1040 First Avenue, Suite 190

New York, NY 10022

Attention: Eli Fireman

Email: [e-mail]

 

Re: Offer of Voluntary Temporary Reduction of Warrants Exercise Price

 

Dear Mr. Fireman:

 

Reference is made to that certain Common Stock Purchase Warrant of Signing Day Sports, Inc. (the “Company”), dated May 16, 2024, which may be exercised to purchase up to 1,375,000 shares of Common Stock (as defined therein), and that certain Common Stock Purchase Warrant of the Company, dated June 18, 2024, which may be exercised to purchase up to 662,036 shares of Common Stock (collectively, the “Warrants”). According to the Company’s records, FirstFire Global Opportunities Fund, LLC (“you”, “your” or the “Warrant Holder”) is the holder of each of the Warrants.

 

The Company is writing to offer a voluntary temporary reduction in the Exercise Price (as defined by the Warrants) from $0.30 per share to $0.12 per share, subject to the terms and conditions of this offer (the “Reduced Exercise Price”).

 

To accept this offer, then you must do all of the following by no later than December 13, 2024: (1) Countersign this letter indicating your agreement that (i) the Reduced Exercise Price is provided for by Section 2(g) of each of the Warrants, (ii) this offer, whether accepted or not, and regardless of the extent to which it is acted upon by you by exercise of either of the Warrants at the Reduced Exercise Price, shall not cause any adjustment to the number of shares issuable upon exercise of either of the Warrants notwithstanding anything to the contrary in Section 2(h) of either of such Warrants or otherwise, (iii) this offer, whether accepted or not, shall have no effect on any of the terms and conditions of that certain Redemption Agreement, dated as of August 12, 2024, between the Company and the Warrant Holder (the “Redemption Agreement”), and that any exercise of the Warrants at the Reduced Exercise Price shall reduce the Redemption Price (as defined by the Redemption Agreement) for a certain number of Warrant Shares of the remaining unexercised portion of the Warrants by the same amount as would apply to an exercise of the Warrants for such number of Warrant Shares at the initial Exercise Price of $0.30 per share, and (iv) this offer is conditioned on its approval by the Board of Directors of the Company; (2) complete and deliver the questionnaire attached hereto as Attachment 1 that certifies that you are an “accredited investor” within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended; (3) fully or partly exercise any Warrants held by you by completion and delivery to the Company of an Exercise Notice in the form attached thereto by no later than December 13, 2024; and (4) pay the Aggregate Exercise Price (as defined by the Warrants) of the exercised Warrants at the Reduced Exercise Price to the Company in cash or wire transfer of funds to the bank account information attached hereto as Attachment 2, and otherwise in accordance with the terms of the Warrants. By acceptance of this offer, you also agree that any attempt to exercise the Warrants by cashless exercise at the Reduced Exercise Price shall be null and void. Upon receipt of payment for exercise, duly-executed exercise notice and questionnaire, the Company will issue the number of Warrant Shares (as defined by the Warrants) provided for under the exercised Warrant(s) in the manner provided for under the Warrants. To the extent that you choose not to participate in this offer according to its terms prior to December 13, 2024, then the Exercise Price shall revert to $0.30 per share as to any unexercised portion of the Warrants.

 

 

 

 

This letter shall constitute a notice with respect to the foregoing pursuant to Section 8(f) of the Warrants.

 

	Very truly yours,
	Signing Day Sports, Inc.
	By:	/s/ Daniel Nelson
	Name:	Daniel Nelson
	Title:	Chief Executive Officer

 

ACCEPTED AND AGREED:
FirstFire Global Opportunities Fund, LLC
By: FirstFire Capital Management LLC, its manager
By:	/s/ Eli Fireman
Name:	Eli Fireman
Title:	Managing Member

 

 

 

 

Attachment 1

 

Questionnaire

 

(See Attached)

 

 

 

 

 

Attachment 2

 

Exercise Payment Instructions

 

Bank:	Southwest Heritage Bank
Routing/Transfer Number:	122106251
Account Number:	4000055601
Account Name:	Signing Day Sports, Inc.
Account Address:	8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255

 

 

 

 

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 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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