As filed with the Securities and Exchange Commission
on March 1, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SIGNING DAY SPORTS, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
87-2792157 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
8355 East Hartford Rd., Suite 100, Scottsdale, AZ |
|
85255 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Signing Day Sports, Inc. 2022 Equity Incentive
Plan,
as amended |
(Full title of the plan) |
Daniel D. Nelson, Chief Executive Officer
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
(480) 220-6814
(Name, address and telephone number, including area code, of agent for service) |
Copies to:
Louis A. Bevilacqua, Esq.
Bevilacqua PLLC
1050 Connecticut Ave., N.W., Suite 500
Washington, DC 20036
(202) 869-0888
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement on Form S-8 (this “Registration Statement”) is filed by Signing Day Sports, Inc., a Delaware corporation (the “Registrant”),
to register 1,500,000 additional shares of common stock, par value $0.0001 per share (the “common stock”),
available for issuance pursuant to Amendment No. 1 (the “Amendment”) to the Signing Day Sports, Inc. 2022 Equity Incentive
Plan (as amended by Amendment No. 1, the “Plan”). On December 29, 2023 and on January 2, 2024, the Registrant
filed with the Securities and Exchange Commission (the “SEC”) the Registrant’s
definitive proxy materials for a special stockholders’ meeting held on February 27, 2024 (the “Special Stockholders’
Meeting”) for the purpose of, among other things, approving a proposal to adopt the Amendment. The Amendment, as proposed, increases
the number of shares of common stock reserved for issuance under the Plan by 1,500,000 shares. The proposal to adopt the Amendment was
approved by the Registrant’s stockholders on February 27, 2024 at
the Special Stockholders’ Meeting. This Registration Statement registers the 1,500,000 additional shares of common stock available
for issuance under the Plan.
The
shares of common stock registered pursuant to this Registration Statement are of the same class of securities as the 660,000 shares of
common stock registered for issuance under the Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration
No. 333-275581) (the “First Prior Registration Statement”) filed on November 16, 2023 and the 90,000 shares of common stock
issued under the Plan and registered for reoffer and resale pursuant to the currently effective Registration Statement on Form S-8 (Registration
No. 333-275582) filed on November 16, 2023 (including the reoffer prospectus (the “Prior
Reoffer Prospectus”) contained therein, the “Second Prior
Registration Statement” and together with the First Prior Registration Statement, the “Prior Registration Statements”).
The contents of the Prior Registration Statements are hereby incorporated by reference pursuant to General Instruction E to Form S-8,
except to the extent supplemented, amended, modified, or superseded by the
information set forth in this Registration Statement.
This Registration
Statement also contains a revised “reoffer prospectus” prepared in accordance with Part I of Form S-3 (in accordance
with General Instruction C to Form S-8), which modifies and supersedes the Prior Reoffer Prospectus.
This reoffer prospectus may be used for reoffers and resales on a continuous or delayed basis of securities that may be deemed “control
securities” or “restricted securities” within the meaning of the Securities Act, and the rules and regulations
promulgated thereunder, that are held by an executive officer of the Registrant. As specified in General Instruction C to Form S-8,
the amount of securities to be reoffered or resold by means of the reoffer prospectus, by such person, and any other person with whom
such person is acting in concert for the purpose of selling securities of the Registrant, may not exceed, during any three-month period,
the amount specified in Rule 144(e) under the Securities Act.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in this Part I will be sent or given to the persons participating in the Amended Plan, as specified by Rule 428(b)(1) under the Securities
Act. In accordance with the instructions to Part I of Form S-8, such documents need not be filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
REOFFER PROSPECTUS
![](https://www.sec.gov/Archives/edgar/data/1898474/000121390024018766/image_001.jpg)
Signing Day Sports, Inc.
90,000 Shares of Common Stock
This reoffer prospectus relates to 90,000 shares
(the “Shares”) of common stock, par value $0.0001 per share (the “common stock”), of Signing Day Sports, Inc.,
a Delaware corporation (the “Registrant” or the “Company”),
which may be offered from time to time by a certain stockholder of the Registrant who is also an executive officer of the Registrant
(the “Selling Stockholder”) for the Selling Stockholder’s own account. We will not receive any of the proceeds from
the sale of Shares by the Selling Stockholder made hereunder. The Shares were acquired by the Selling Stockholder pursuant to the Signing
Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”).
The Selling Stockholder may sell the Shares in
a number of different ways and at varying prices, including sales in the open market, sales in negotiated transactions, and sales by a
combination of these methods. The Selling Stockholder may sell any, all, or none of the Shares and we do not know when or in what amount
the Selling Stockholder may sell the Shares hereunder on or after the date of this reoffer prospectus. The price at which any of the Shares
may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction.
The Shares may be sold at the market price of the common stock at the time of a sale, at prices relating to the market price over a period
of time, or at prices negotiated with the buyers of shares. The Shares may be sold through underwriters or dealers which the Selling Stockholder
may select. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus
supplement. We provide more information about how the Selling Stockholder may sell the Shares in the section “Plan of Distribution.”
The Selling Stockholder will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the
registration and offering that are not borne by the Selling Stockholder will be borne by us.
Our shares of common stock are listed on the NYSE
American LLC (the “NYSE American”) under the symbol “SGN.” On February 29, 2024, the last reported sale price
of our common stock on the NYSE American was $0.6951 per share.
Unless otherwise noted, the share and per share
information in this reoffer prospectus have been adjusted to give effect to the one-for-five (1-for-5) reverse stock split (the “Reverse
Stock Split”) of the outstanding common stock which became effective on April 14, 2023.
The amount of securities to be offered or resold
under this reoffer prospectus by the Selling Stockholder, and any other person with whom the Selling Stockholder is acting in concert
for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the
Securities Act of 1933, as amended (the “Securities Act”).
We are an “emerging growth company”,
as defined in the Jumpstart Our Business Startups Act of 2012, under applicable U.S. federal securities laws, and are eligible for reduced
public company reporting requirements. See “Our Company – Implications of Being an Emerging Growth Company” for
more information.
Investing in our securities is highly speculative
and involves a high degree of risk. See “Risk Factors” beginning on page 3
for a discussion of information that should be considered in connection with an investment in our securities.
The SEC may take the view that, under certain
circumstances, the Selling Stockholder and any broker-dealers or agents that participate with the Selling Stockholder in the distribution
of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions
received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See “Plan
of Distribution”.
Neither the U.S. Securities and Exchange Commission
nor any state or provincial securities commission has approved or disapproved of these securities or determined if this reoffer prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this reoffer prospectus is March 1, 2024.
TABLE OF CONTENTS
ABOUT
THIS REOFFER PROSPECTUS
You should rely only on the information contained
in this reoffer prospectus or in any accompanying prospectus supplement by us or on our behalf. We have not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume the
information appearing in this reoffer prospectus is accurate only as of the date on the front cover of this reoffer prospectus, regardless
of the time of delivery of this reoffer prospectus or of any sale of the Shares. Our business, results of operations, financial condition,
and prospects may have changed since that date.
In this reoffer prospectus, unless the context
indicates otherwise, “we,” “us,” “our,” “Signing Day Sports,” the “Company,”
the “Registrant,” “our company” and similar references refer to Signing Day Sports, Inc., a Delaware corporation.
Unless otherwise noted, the share and per share
information in this reoffer prospectus reflects the Reverse Stock Split.
Our
Company
We are a technology company
developing and operating a platform aiming to give significantly more student-athletes the opportunity to go to college and continue playing
sports. Our platform, Signing Day Sports, is a digital ecosystem to help athletes get discovered and recruited by coaches and recruiters
across the country. We fully support football, baseball, softball, and men’s and women’s soccer, and we plan to expand the
Signing Day Sports platform to include additional sports. Each sport is led by former professional athletes and coaches who know what
it takes to get to the big leagues.
Signing Day Sports launched
in 2019, and as of September 2023, many high schools, sports clubs, and aspiring high school athletes have subscribed to the Signing Day
Sports platform. Colleges in the National Collegiate Athletic Association (NCAA) Division I, Division II, and Division III, and the National
Association of Intercollegiate Athletics (NAIA), have utilized our platform for recruitment purposes. Signing Day Sports initially supported
football athletes, and now also offers a platform for baseball, softball, and men’s and women’s soccer, resulting in even
more recruiter and athlete platform participants.
We founded Signing Day
Sports to reinvent the high school and college sports recruiting process for the digital era. When we started the Company, recruiting
was still being done largely as it had been done since before the mass availability of Internet-connected devices and was still limited
by that model. We believe that we identified the flaws in the recruiting process and the unique opportunity it presented for us to become
a solution provider in the industry. We developed and operated our platform with the objective of optimizing and enhancing the sports
recruitment process across all sizes of colleges and athletic departments.
Our ability to leverage
modern technologies to bring coaches and athletes together in a mutually beneficial ecosystem has shown significant benefits for both
sides of the student-athlete recruitment process. Parents and athletes can use the platform to understand and provide what recruiters
want to see, seek and gain offers of better athletic scholarships or other financial aid packages, and maximize the potential of an athlete’s
career. Recruiters now have a comprehensive recruitment application that shows video verification of key attribute data and gives the
recruiter the ability to narrow down their search with a highly optimized search engine and athlete screening process.
In short, we offer a comprehensive solution that
services the needs of all participants in the sports recruitment process. We are aware of no other platform that offers what our platform
does. Our goal is to change the way sports recruitment is done for the betterment of everyone.
Implications of Being an Emerging Growth
Company and a Smaller Reporting Company
We qualify as an “emerging growth company”
under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions
from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
|
● |
have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; |
|
● |
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
|
● |
being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure incorporated by reference into this reoffer prospectus; |
|
● |
submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
|
● |
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards.
In other words, an emerging growth company can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to
take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of
companies that comply with such new or revised accounting standards.
We will remain an emerging growth company for
up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1,235,000,000,
(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three year period.
To the extent that we continue to qualify as both
a non-“accelerated filer” and a “smaller reporting company,” as such terms are defined in Rule 12b-2 under the
Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth
company may continue to be available to us, including: (i) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes-Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years
of audited financial statements, instead of three years.
Corporate Information
Our principal executive offices are located at
8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 and our telephone number is (480) 220-6814. We maintain a website at https://www.signingdaysports.com/.
Information available on our website is not incorporated by reference in and is not deemed a part of this reoffer prospectus.
Retrospective Presentation of Reverse Stock
Split
Except as otherwise indicated, all references
to our common stock, share data, per share data and related information has been adjusted for the Reverse Stock Split ratio of 1-for-5
as if it had occurred at the beginning of the earliest period presented.
RISK
FACTORS
Investing in our common stock involves a high
degree of risk. Before investing in our common stock, you should carefully consider the risks set forth under the caption “Risk
Factors” in the prospectus filed with the Securities and Exchange Commission (the “SEC”) on February 15,
2024 pursuant to Rule 424(b) under the Securities Act (File No. 333-276717), as well as those discussed in our other filings with the
SEC, which are incorporated by reference herein, and subsequent reports filed with the SEC, together with the financial and other information
contained or incorporated by reference in this reoffer prospectus. If any of the risks actually occur, our business, results of operations,
financial condition, and prospects could be harmed. In that event, the trading price of our common stock could decline, and you could
lose part or all of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
also may impair our business operations.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus contains forward-looking
statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements
other than statements of historical facts are forward-looking statements. These
statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements
include, but are not limited to, statements about:
| ● | anticipated
benefits from strategic alliances and collaborations with certain sports organizations or
celebrity professional sports consultants; |
| ● | our
ability to implement certain desired artificial intelligence features on our platform; |
| ● | our
anticipated ability to obtain additional funding to develop additional services and offerings; |
| ● | our
ability to market our dietary supplements, apparel, and other branded retail products to
student-athletes effectively; |
| ● | expected
market acceptance of our existing and new offerings; |
| ● | anticipated
competition from existing online offerings or new offerings that may emerge; |
| ● | anticipated
favorable impacts from strategic changes to our business on our net sales, revenues, income
from continuing operations, or other results of operations; |
| ● | our
expected ability to attract new users and customers, with respect to football, sports other
than football, or both; |
| ● | our
expected ability to increase the rate of subscription renewals; |
| ● | our
expected ability to slow the rate of user attrition; |
| ● | our
expected ability and third parties’ abilities to protect intellectual property rights; |
| ● | our
expected ability to adequately support future growth; |
| ● | our
expected ability to comply with user data privacy laws and other legal requirements; |
| ● | anticipated
legal and regulatory requirements and our ability to comply with such requirements; and |
| ● | our
expected ability to attract and retain key personnel to manage our business effectively. |
In
some cases, you can identify forward-looking statements by terms 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. Factors that may cause actual
results to differ materially from current expectations include, among other things, those listed or incorporated by reference under the
heading “Risk Factors” and elsewhere in this reoffer prospectus.
If one or more of these risks or uncertainties occur, 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.
The
forward-looking statements made in this reoffer prospectus relate only
to events or information as of the date on which the statements are made in this reoffer prospectus.
Although we have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise
revise the forward-looking statements in this reoffer prospectus, whether
as a result of new information, future events or otherwise.
USE
OF PROCEEDS
We will not receive any of the proceeds from the
sale of the Shares. All proceeds from the sale of the Shares will be for the account of the Selling Stockholder, as described below. See
“Selling Stockholder” and “Plan of Distribution” below.
SELLING
STOCKHOLDER
The
following table sets forth information regarding beneficial ownership of our common stock as of the date of this reoffer prospectus,
as adjusted to reflect the Shares that may be sold from time to time pursuant to this reoffer prospectus,
for the Selling Stockholder, consisting of the individual identified in the table below.
The
Shares offered by the Selling Stockholder hereunder consist of 90,000 outstanding
shares of common stock acquired by an executive officer of the Company pursuant to the Plan. We have determined beneficial ownership in
accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities.
Unless otherwise indicated below, to our knowledge, the persons and entities named in the table below have sole voting and sole investment
power with respect to all shares that they beneficially owned as of the date of this reoffer prospectus,
subject to community property laws where applicable.
We
have based percentage ownership of our common stock before this offering on 13,958,847 shares of our common stock outstanding as of the
date of this reoffer prospectus.
The address of the Selling Stockholder is c/o
Signing Day Sports, Inc., 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255.
| |
Amount of Shares of Common Stock Beneficially
Owned Prior to this |
| |
Amount
of Shares of Common Stock Being | | |
Amount of Shares of Common Stock Beneficially Owned After this Offering(2) | |
Name of Selling Stockholder | |
Offering |
| |
Offered(1) | | |
Shares | | |
Percent(3) | |
David O’Hara, Chief Operating Officer and Secretary | |
| 214,479 |
(4) | |
| 90,000 | (4) | |
| 124,479 | (4) | |
| * | |
* | Represents beneficial ownership of less than 1% of the shares
of common stock. |
| (1) | Reflects shares of common stock offered under this reoffer prospectus. |
| (2) | Assumes that all of the Shares being offered under this reoffer prospectus are sold, and that the Selling
Stockholder will not acquire additional shares of common stock before the completion of this offering. |
| (3) | Based on 13,958,847 shares of common stock issued and outstanding as of the date of this reoffer prospectus. |
| (4) | The amount of shares of common stock that are beneficially owned consists of (i) the 90,000 Shares, (ii)
16,406 shares of common stock issuable upon exercise of an option within 60 days of the date of this reoffer prospectus, (iii) 16,406
shares of common stock issuable upon exercise of an option within 60 days of the date of this reoffer prospectus; and (iv) 91,667 shares
of common stock issuable upon the exercise of an option within
60 days of the date of this prospectus. The shares of common stock being offered are the 90,000 Shares. |
PLAN
OF DISTRIBUTION
We
are registering the Shares covered by this reoffer prospectus to permit the Selling Stockholder to conduct public secondary trading of
these Shares from time to time after the date of this reoffer prospectus. We will not receive any of the proceeds of the sale of the
Shares offered by this reoffer prospectus. The aggregate proceeds to the Selling Stockholder from the sale of the Shares will be the
purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts
and commissions in connection with the registration and sale of the Shares covered by this reoffer prospectus. The Selling Stockholder
reserves the right to accept and, together with the Selling Stockholder’s respective agents, to reject, any proposed purchases
of Shares to be made directly or through agents.
The
Shares offered by this reoffer prospectus may be sold from time to time to purchasers:
| ● | directly
by the Selling Stockholder, or |
| ● | through
underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts,
commissions, or agent’s commissions from the Selling Stockholder or the purchasers
of the Shares. |
Any
underwriters, broker-dealers, or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions, or concessions received by any such broker-dealers
or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the
Securities Act and the Exchange Act. We will make copies of this reoffer prospectus available to the Selling Stockholder for the purpose
of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements,
or understandings between the Selling Stockholder and any underwriter, broker-dealer, or agent regarding the sale of the Shares by the
Selling Stockholder.
The
Shares may be sold in one or more transactions at:
| ● | prevailing
market prices at the time of sale; |
| ● | prices
related to such prevailing market prices; |
| ● | varying
prices determined at the time of sale; or |
These
sales may be effected in one or more transactions:
| ● | on
any national securities exchange or quotation service on which the Shares may be listed or
quoted at the time of sale, including NYSE American; |
| ● | in
the over-the-counter market; |
| ● | in
transactions otherwise than on such exchanges or services or in the over-the-counter market; |
| ● | any
other method permitted by applicable law; or |
| ● | through
any combination of the foregoing. |
These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
At
the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth
the name of the Selling Stockholder, the aggregate amount of Shares being offered, and the terms of the offering, including, to the extent
required, (1) the name or names of any underwriters, broker-dealers, or agents, (2) any discounts, commissions, and other terms constituting
compensation from the Selling Stockholder, and (3) any discounts, commissions, or concessions allowed or reallowed to be paid to broker-dealers.
The
Selling Stockholder will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other
transfer. There can be no assurance that the Selling Stockholder will sell any or all of the Shares under this reoffer prospectus. Further,
we cannot assure you that the Selling Stockholder will not transfer, distribute, devise, or gift the Shares by other means not described
in this reoffer prospectus. In addition, any Shares covered by this reoffer prospectus that qualify for sale under Rule 144 of the Securities
Act may be sold under Rule 144 rather than under this reoffer prospectus. The Shares may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification is available and complied with.
The
Selling Stockholder and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act
rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling
Stockholder and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the
Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability
of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
The
Selling Stockholder may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the securities covered by this reoffer prospectus will be passed upon for us by Bevilacqua PLLC.
As
of the date of this reoffer prospectus, Bevilacqua PLLC owns 15,000 shares of common stock. Bevilacqua PLLC received these shares as
partial consideration for legal services previously provided to us.
EXPERTS
The
financial statements of the Company as of and for the fiscal year ended December 31, 2022 are incorporated in this reoffer prospectus
by reference in reliance upon the report incorporated by reference of BARTON CPA, an independent registered public accounting firm, appearing
therein (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as
a going concern as disclosed in Note 1 to the consolidated financial statements), and upon the authority of said firm as experts in accounting
and auditing.
The
financial statements of the Company as of and for the fiscal year ended December 31, 2021 are incorporated in this reoffer prospectus
by reference in reliance upon the report incorporated by reference of Marcum LLP, an independent registered public accounting firm, appearing
therein (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as
a going concern as disclosed in Note 1 to the consolidated financial statements), and upon the authority of said firm
as experts in accounting and auditing.
INFORMATION
incorporated by reference
The
following documents filed with the SEC are hereby incorporated by reference in this reoffer prospectus:
(a) | The prospectus filed
with the SEC on February 15, 2024 pursuant to Rule 424(b) under the Securities Act (File No. 333-276717), which contains the Registrant’s
audited financial statements for the latest fiscal year for which such statements have been filed; |
(c) | The
description of the common stock which is contained in the Company’s Registration Statement on Form
8-A filed with the SEC on November 9, 2023 (File No. 001-41863) pursuant to Section 12(b) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description. |
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this reoffer
prospectus and prior to the filing of a post-effective amendment to the registration statement of which this reoffer prospectus forms
a part that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this reoffer prospectus and to be part hereof from the date of filing of such documents; provided,
however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not
be deemed incorporated by reference into this reoffer prospectus.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this reoffer prospectus to the extent that a statement contained herein or in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this reoffer prospectus.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge by linking directly from our website at https://www.signingdaysports.com.
These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Information contained on our website is not part of this reoffer prospectus.
The
Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this reoffer prospectus
is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by
reference in this reoffer prospectus but not delivered with this reoffer prospectus other than the exhibits to those documents, unless
the exhibits are specifically incorporated by reference into the information that this reoffer prospectus incorporates.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by Signing Day Sports, Inc., a Delaware corporation (the “Registrant”), with the Securities and
Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:
(a) | The prospectus filed
with the SEC on February 15, 2024 pursuant to Rule 424(b) under the Securities Act (File No. 333-276717), which contains the Registrant’s
audited financial statements for the latest fiscal year for which such statements have been filed; |
(c) | The description of the common stock, par value $0.0001 per
share (“common stock”), which is contained in the Registrant’s Registration Statement on Form 8-A filed with
the SEC on November 9, 2023 (File No. 001-41863) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including any amendment or report filed for the purpose of updating such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement on Form S-8 (this “Registration Statement”) and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of
such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance
with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
As
of the date of this Registration Statement, Bevilacqua PLLC owns 15,000 shares of common stock. Bevilacqua PLLC received these shares
as partial consideration for legal services previously provided to the Registrant.
Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership,
joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he
was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of
such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful,
except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
The
Registrant’s Second Amended and Restated Certificate of Incorporation authorizes the Registrant to indemnify, and advance expenses
to, to the fullest extent permitted by law, any person who was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that
the person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
The
Registrant’s Second Amended and Restated Bylaws, as amended (the “Bylaws”), require that the Registrant indemnify the
Registrant’s directors and executive officers to the fullest extent permitted by law, provided that the Registrant may modify the
extent of such indemnification by individual contracts with directors and executive officers, and also provided that the Registrant
is not required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such
person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Registrant’s
board of directors, (iii) such indemnification is provided by the Registrant, in its sole discretion, pursuant to the powers vested
in the Registrant under the DGCL or any other applicable law, or (iv) such indemnification is required to be made under the indemnification
rights enforcement provision of the Bylaws. The Registrant’s obligation, if any, to indemnify any person pursuant to the Bylaws
who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust,
enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise, or nonprofit entity.
The
Bylaws also provide for advancement of expenses to any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
the person is or was a director or executive officer of the Registrant, or is or was serving at the request of the Registrant as a director
or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of
the proceeding, promptly following request therefor, all expenses actually and reasonably incurred by any director or executive officer
in defending such proceeding, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall
ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to
be indemnified for such expenses. Notwithstanding the foregoing, generally no advance shall be made by the Registrant to an executive
officer of the Registrant (except by reason of the fact that such executive officer is or was a director of the Registrant) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by
a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee
of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors,
or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at
the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the Registrant’s interest. The Registrant’s obligation, if any, to indemnify
any person pursuant to the Bylaws who was or is serving at its request as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity. The Bylaws also permit the Registrant
to indemnity its other officers, employees and other agents as set forth in the DGCL. The board of directors has the power to delegate
the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons
as the board of directors shall determine.
The
Registrant has also separately entered into an indemnification agreement with each of the Registrant’s directors and executive officers.
Each indemnification agreement provides for indemnification to the fullest extent permitted by law, including: (i) all expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by a director or executive officer, or on their behalf,
in connection with any proceeding other than proceedings by or in the right of the Registrant or any claim, issue or matter therein,
if the director or executive officer acted in good faith and in a manner the director or executive officer reasonably believed to be
in or not opposed to the best interests of the Registrant, and with respect to any criminal proceeding, had no reasonable cause to believe
the director or executive officer’s conduct was unlawful; (ii) all expenses actually and reasonably incurred by a director or executive
officer, or on their behalf, in connection with a proceeding by or in the right of the Registrant if the director or executive officer
acted in good faith and in a manner the director or executive officer reasonably believed to be in or not opposed to the best interests
of the Registrant, provided that if applicable law so provides, no indemnification against such expenses shall be made in respect of
any claim, issue or matter in such proceeding as to which the director or executive officer shall have been adjudged to be liable to
the Registrant unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification
may be made; (iii) to the extent that a director or executive officer is, by reason of the director or executive officer’s director
or executive officer status, a party to and is successful, on the merits or otherwise, in any proceeding, including by dismissal of such
proceeding with or without prejudice, then the director or executive officer shall be indemnified to the maximum extent permitted by
law, as such may be amended from time to time, against all expenses actually and reasonably incurred by the director or executive officer
or on the director or executive officer’s behalf in connection therewith; and (iv) all expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by a director or executive officer or on a director or executive officer’s
behalf if, by reason of the director or executive officer’s status as a director or executive officer, the director or executive
officer is, or is threatened to be made, a party to or participant in any proceeding (including a proceeding by or in the right of the
Registrant), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of the director
or executive officer, except where the payment is finally determined (under the procedures, and subject to the presumptions, set forth
in the indemnification agreements) to be unlawful. The Registrant shall also advance all such expenses incurred by or on behalf of each
director or executive officer in connection with any of the above proceedings by reason of the director or executive officer’s
director or executive officer status within 30 days after the receipt by the Registrant of a statement or statements from the director
or executive officer requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding.
Such statement or statements shall reasonably evidence the expenses incurred by the director or executive officer and shall include or
be preceded or accompanied by a written undertaking by or on behalf of the director or executive officer to repay any expenses advanced
if it shall ultimately be determined that the director or executive officer is not entitled to be indemnified against such expenses.
Any advances and undertakings to repay shall be unsecured and interest free. The indemnification agreements also provide for payments
by the Registrant for the entire amount of any judgment or settlement of any action, suit or proceeding in which it is liable or would
be liable if joined in such action, subject to the other terms and provisions of the indemnification agreements, and certain other indemnification
and payment obligations. The indemnification agreements also provide that if the Registrant maintains a directors’ and officers’
liability insurance policy, that each director and executive officer will be covered by the policy to the maximum extent of the coverage
available for any of the Registrant’s directors or executive officers.
The
Registrant has obtained standard directors and officers liability insurance under which coverage is provided (a) to the Registrant’s
directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant
with respect to payments which the Registrant may make to such officers and directors pursuant to the indemnification agreements described
above or otherwise as a matter of law.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
under the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
The
issuance of the securities being offered by the Form S-3 resale prospectus was deemed to be exempt from registration under the Securities
Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as a transaction by an issuer not involving any public
offering or pursuant to a compensatory benefit plan and contract relating to compensation as provided under Rule 701. An appropriate
restriction was placed upon the recipient’s book entry account with the Registrant’s transfer agent with respect to this
transaction. The recipient had adequate access, through the recipient’s relationship with the Registrant, to information about
the Registrant.
Item
8. Exhibits.
Exhibit
No. |
|
Description |
5.1* |
|
Opinion of Bevilacqua PLLC |
23.1* |
|
Consent of BARTON CPA |
23.2* |
|
Consent of Marcum LLP |
23.3* |
|
Consent of Bevilacqua PLLC (included in Exhibit 5.1) |
24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement) |
99.1 |
|
Signing Day Sports, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.53 to the Registration Statement on Form S-1 filed on May 15, 2023) |
99.2* |
|
Amendment No. 1 to Signing Day Sports, Inc. 2022 Equity Incentive Plan |
99.3* |
|
Form of Stock Option Agreement for Signing Day Sports, Inc. 2022 Equity Incentive Plan |
99.4* |
|
Form of Restricted Stock Award Agreement for Signing Day Sports, Inc. 2022 Equity Incentive Plan |
99.5 |
|
Restricted Stock Award Agreement between Signing Day Sports, Inc. and David O’Hara, dated as of March 14, 2023 (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 filed on November 15, 2023) |
99.6* |
|
Form of Restricted Stock Unit Award Agreement for Signing Day Sports, Inc. 2022 Equity Incentive Plan |
107* |
|
Calculation of Filing Fee Table |
ITEM
9. UNDERTAKINGS.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Scottsdale, State of Arizona, on March 1, 2024.
|
SIGNING DAY SPORTS, INC. |
|
|
|
By: |
/s/ Daniel D. Nelson |
|
|
Daniel D. Nelson
Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Daniel D. Nelson and Damon Rich, and each of them, individually, as his
or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Daniel D. Nelson |
|
Chief Executive Officer |
|
March 1, 2024 |
Daniel D. Nelson |
|
(principal executive officer), Chairman, and Director |
|
|
|
|
|
|
|
/s/ Damon Rich |
|
Interim Chief Financial Officer |
|
March 1, 2024 |
Damon Rich |
|
(principal financial officer and principal accounting officer) |
|
|
|
|
|
|
|
/s/ Roger Mason Jr. |
|
Director |
|
March 1, 2024 |
Roger Mason Jr. |
|
|
|
|
|
|
|
|
|
/s/ Greg Economou |
|
Director |
|
March 1, 2024 |
Greg Economou |
|
|
|
|
|
|
|
|
|
/s/ Peter Borish |
|
Director |
|
March 1, 2024 |
Peter Borish |
|
|
|
|
II-6
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1898474/000121390024018766/ex5-1_001.jpg)
March 1, 2024
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Signing Day Sports,
Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof
with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”)
on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 1,500,000
shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, that are issuable by the Company pursuant
to the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”). This opinion letter is furnished to you
at your request and in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly
stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this opinion letter. With your consent, we have relied
upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified
such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we
express no opinion with respect to any other laws.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer
agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration of
not less than par value in the circumstances contemplated by the Plan, as applicable, assuming in each case that the individual issuances,
grants or awards under the Plan, as applicable, are duly authorized by all necessary corporate action and duly issued, granted or awarded
and exercised in accordance with the requirements of law and the Plan, as applicable (and the agreements duly adopted thereunder and in
accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company,
and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company
will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
1050 Connecticut
Ave., NW, Suite 500
Washington, DC 20036
PG. 2 |
|
March 1, 2024 |
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our
firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
|
Very truly yours, |
|
|
|
/s/ BEVILACQUA PLLC |
Exhibit 23.1
![](https://www.sec.gov/Archives/edgar/data/1898474/000121390024018766/ex23-1_001.jpg)
Certified Public Accountants and Advisors
A PCAOB Registered Firm
713-489-5635 bartoncpafirm.com Cypress, Texas
Consent of Independent Registered Public Accounting
Firm
We consent to the use, in
this Registration Statement on Form S-8, of our report dated April 27, 2023, with respect to our audit of the financial statements of
Signing Day Sports, Inc. as of December 31, 2022, and for the year then ended, which includes an explanatory paragraph regarding substantial
doubt about its ability to continue as a going concern. We also consent to the reference to us under the heading “Experts”
in such Registration Statement.
Very truly yours,
/s/ BARTON CPA
BARTON CPA
Cypress, Texas
March 1, 2024
Exhibit 23.2
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference
in this Registration Statement of Signing Day Sports, Inc. (the “Company”) on Form S-8, of our report dated January 24,
2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our
audit of the consolidated financial statements of the Company as of December 31, 2021 and for the year then ended. We resigned as
auditors on March 6, 2023 and, accordingly, we have not performed any audit or review procedures with respect to any financial
statements appearing in such Prospectus for the periods after December 31, 2021. We also consent to the reference to our firm under
the heading “Experts” in such Registration Statement.
/s/ Marcum llp
Marcum llp
Saddle Brook, NJ
February 29, 2024
Exhibit 99.2
AMENDMENT NO. 1 TO THE SIGNING DAY SPORTS, INC.
2022 EQUITY INCENTIVE PLAN
This Amendment No. 1 (this
“Amendment”) to the Signing Day Sports, Inc. 2022 Equity Incentive Plan (the “Plan”),
of Signing Day Sports, Inc., a Delaware corporation (the “Company”), is dated as of February 27, 2024, the date
of approval by the Company’s stockholders (the “Effective Date”). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Plan.
WHEREAS, the Company
maintains the Plan to provide for certain equity incentive compensation awards to directors, officers, consultants, and employees of the
Company;
WHEREAS, the Plan currently
provides for a maximum of 750,000 shares of Common Stock that may be issued or delivered pursuant to Awards under the Plan (as adjusted
for the one-for-five (1-for-5) reverse stock split which became effective on April 14, 2023); and
WHEREAS, the Board of
Directors (the “Board”) and the stockholders (the “Stockholders”) of the Company have
determined that it is in the best interests of the Company to amend the Plan to increase the maximum number of shares of Common Stock
that may be issued or delivered pursuant to Awards under the Plan by 1,500,000 shares, to 2,250,000 shares of Common Stock.
NOW, THEREFORE, effective
as of the Effective Date, the Plan shall be amended as follows:
Section 4.1 of the
Plan is hereby deleted in its entirety and replaced with the following:
4.1. Subject to adjustment
in accordance with Section 11, a total of 2,250,000 shares of Common Stock shall be available for the grant of Awards under
the Plan. Shares of Common Stock granted in connection with all Awards under the Plan shall be counted against this limit as one (1) share
of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company
shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.
IN WITNESS WHEREOF, the
undersigned hereby certifies that this Amendment No. 1 was duly adopted by the Board and the Stockholders, effective as of the Effective
Date.
|
SIGNING DAY SPORTS, INC. |
|
|
|
By: |
/s/ Daniel D. Nelson |
|
Name: |
Daniel D. Nelson |
|
Title: |
Chief Executive Officer |
Exhibit 99.3
STOCK OPTION AGREEMENT
This Stock Option Agreement
(this “Agreement”) is made and entered into as of the Grant Date specified below by and between Signing Day Sports,
Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
Name of Participant: |
|
Grant Date: |
|
Expiration Date: |
|
Exercise Price: |
|
Number of Option Shares: |
|
Type of Option: |
|
Vesting Start Date: |
|
Vesting Schedule: |
|
1. Grant
of Option.
1.1. Grant.
The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of shares of Common
Stock of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The Option is being
granted pursuant to the terms of the Signing Day Sports, Inc. 2022 Equity Incentive Plan, as amended by Amendment No. 1 to the Signing
Day Sports, Inc. 2022 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined herein will have the
meanings ascribed to them in the Plan.
1.2. Type
of Option. The Option is intended to be either a Non-qualified Stock Option (i.e., not an Incentive Stock Option) or an Incentive
Stock Option within the meaning of Section 422 of the Code, as indicated above, although the Company makes no representation or guarantee
that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined on the Grant
Date) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Option or portion thereof which exceeds
such limit (according to the order in which they were granted) shall be treated as a Non-qualified Stock Option.
1.3. Consideration.
The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the
terms and conditions of the Plan.
2. Exercise
Period; Vesting.
2.1. Vesting
Schedule. The Option will become vested and exercisable in accordance with the Vesting Schedule specified above until the Option is
100% vested. The unvested portion of the Option will not be exercisable on or after the Participant’s termination of Continuous
Service.
2.2. Expiration.
The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.
3. Termination
of Continuous Service.
3.1. Termination
for Reasons Other Than Cause, Death or Disability. If the Participant’s Continuous Service is terminated for any reason other
than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending
on the earlier of (a) the date that is three months following the termination of the Participant’s Continuous Service or (b) the
Expiration Date.
3.2. Termination
for Cause. If the Participant’s Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall immediately
terminate and cease to be exercisable.
3.3. Termination
Due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, the
Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date that
is 12 months following the Participant’s termination of Continuous Service or (b) the Expiration Date.
3.4. Termination
Due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, or the Participant
dies within a period following termination of the Participant’s Continuous Service during which the vested portion of the Option
remains exercisable, the vested portion of the Option may be exercised by the Participant’s estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by the person designated to exercise the Option upon the Participant’s
death, but only within the time period ending on the earlier of (a) the date that is 12 months following the Participant’s death
or (b) the Expiration Date.
3.5. Extension
of Termination Date. If following the Participant’s termination of Continuous Service for any reason the exercise of the Option
is prohibited because the exercise of the Option would violate the registration requirements under the Securities Act or any other state
or federal securities law or the rules of any securities exchange or interdealer quotation system, then the expiration of the Option shall
be tolled until the date that is thirty (30) days after the end of the period during which the exercise of the Option would be in violation
of such registration or other securities requirements.
4. Manner
of Exercise.
4.1. Election
to Exercise. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity,
the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option
exercise agreement in the form attached hereto as Exhibit A, or as is approved by the Committee from time to time (the “Exercise
Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the
number of shares of Common Stock being purchased; (c) any restrictions imposed on the shares; and (d) any representations, warranties
and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply
with applicable securities laws. If someone other than the Participant exercises the Option, then such person must submit documentation
reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.
4.2. Payment
of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted
by applicable statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised; (b) by
delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date
of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby
the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise
Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and
the number of identified attestation shares (a “Stock for Stock Exchange”); (c) through a “cashless exercise
program” established with a broker; (d) by reduction in the number of shares otherwise deliverable upon exercise of such Option
with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (e) by any combination of the foregoing methods;
or (f) in any other form of legal consideration that may be acceptable to the Committee.
4.3. Withholding.
Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to
pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy any federal,
state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment;
(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as
a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common
Stock. The Company has the right to withhold from any compensation paid to a Participant.
4.4. Issuance
of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company, the Company shall
issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s
legal representative which shall be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto,
appropriate entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the
Company.
5. No
Right to Continued Service; No Rights as Stockholder. Neither the Plan nor this Agreement shall confer upon the Participant any right
to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement
shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or
without Cause. The Participant shall not have any rights as a stockholder with respect to any shares of Common Stock subject to the Option
prior to the date of exercise of the Option.
6. Transferability.
The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will
or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment
or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except
to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.
7. Change
in Control. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance
notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common
Stock received or to be received by other stockholders of the Company in the event. Notwithstanding the foregoing, if at the time of a
Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the
Change in Control, the Committee may cancel the Option without the payment of consideration therefor.
8. Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.
9. Tax
Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll
tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and
remains the Participant’s responsibility and the Company (a) makes no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on
exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
10. Qualification
as an Incentive Stock Option. If this Option is an Incentive Stock Option, the Participant understands that in order to obtain the
benefits of an Incentive Stock Option, no sale or other disposition may be made of shares for which incentive stock option treatment is
desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Participant
understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs in
the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an incentive stock option within
the meaning of the Code.
11. Disqualifying
Disposition. If this Option is an Incentive Stock Option and the Participant disposes of the shares of Common Stock prior to the expiration
of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Participant pursuant to the
exercise of the Option, the Participant shall notify the Company in writing within thirty (30) days after such disposition of the date
and terms of such disposition. The Participant also agrees to provide the Company with any information concerning any such dispositions
as the Company requires for tax purposes.
12. Compliance
with Law. The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the
Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements
of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant
to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied
with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register
the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect
such compliance.
13. Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company
at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall
be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.
14. Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict
of law principles.
15. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.
16. Options
Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions of
the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
17. Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding
upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Option may be
transferred by will or the laws of descent or distribution.
18. Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.
19. Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards
in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the
Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.
20. Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that,
no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.
21. No
Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for
purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
22. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.
23. Acceptance.
The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms
and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant
acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the
Participant should consult a tax advisor prior to such exercise or disposition.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the Grant Date set forth above.
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COMPANY: |
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Signing Day Sports, Inc. |
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By: |
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Name: Daniel Nelson |
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Title: Chief Executive Officer |
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Address: |
8355 East Hartford Rd., Suite 100 |
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Scottsdale, AZ 85260 |
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Maricopa County, USA |
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PARTICIPANT: |
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(Signature) |
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(Name) |
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Address: |
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Exhibit A
STOCK OPTION EXERCISE AGREEMENT
This Stock Option Exercise
Agreement (this “Exercise Agreement”) is made and entered into as of _______________ by and between Signing Day Sports,
Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Signing Day Sports, Inc. 2022 Equity Incentive Plan
(the “Plan”).
Purchaser Name:___________________________________________________________
Address:_________________________________________________________________
Social Security Number:_____________________________________________________
1. Option.
The Purchaser was granted an option (the “Option”) to purchase shares of Common Stock pursuant to the terms of the
Plan and the Stock Option Agreement between the Company and the Purchaser dated ________________, as follows:
Type of Option (check one):
☐ Incentive Stock
Option
☐ Non-qualified
Stock Option
Grant Date:_____________________________________
Number of Option shares:__________________________
Exercise Price per share:____________________________
Expiration Date:___________________________________
2. Exercise
of Option. The Purchaser hereby elects to exercise the Option to purchase __________ shares of Common Stock (“Shares”),
all of which are vested pursuant to the terms of the Stock Option Agreement. The total Exercise Price for all of the Shares is ________
(Total Shares times Exercise Price per Share).
3. Payment
of the Exercise Price; Delivery of Required Documents. The Purchaser encloses payment in full of the total Exercise Price for the
Shares in the following form(s), as authorized by the Stock Option Agreement (check and complete as appropriate):
☐ In cash (by
certified or bank check) in the amount of $_____, receipt of which is acknowledged by the Company.
☐ By delivery of
______ previously acquired shares of Common Stock duly endorsed for transfer to the Company.
☐ Through a Stock
for Stock Exchange (Contact Company CFO).
☐ By a
broker-assisted cashless exercise (Contact Company CFO).
☐ By reduction in
the number of Shares otherwise deliverable upon exercise with a Fair Market Value equal to the total Exercise Price (Contact Company
CFO).
The Purchaser will deliver
any other documents that the Company requires.
4. Tax
Withholding. The Purchaser authorizes payroll withholding and will make arrangements satisfactory to the Company to pay or provide
for any applicable federal, state and local withholding obligations of the Company. The Purchaser may satisfy any federal, state or local
tax withholding obligation relating to the exercise of the Option by any of the methods set forth in the Plan or Stock Option Agreement.
The Purchaser understands that ownership of the Shares will not be transferred to the Purchaser until the total Exercise Price and all
applicable withholding taxes have been paid.
5. Notice
of Disqualifying Disposition. If the Option is an Incentive Stock Option, the Purchaser agrees to promptly notify the Secretary at
the Company if he or she transfers any of the Shares purchased pursuant to this Exercise Agreement within one (1) year from the date of
exercise of the Option or within two (2) years from the Grant Date.
6. Tax
Consequences. The Purchaser understands that there may be adverse federal or state tax consequences as a result of his or her purchase
or disposition of the Shares. The Purchaser also acknowledges that he or she has been advised to consult with a tax advisor in connection
with the purchase or disposition of the Shares. The Purchaser is not relying on the Company for tax advice.
7. Compliance
with Law. The issuance and transfer of the Shares will be subject to, and conditioned upon compliance by the Company and the Purchaser
with, all applicable federal, state and local laws and regulations and all applicable requirements of any stock exchange or automated
quotation system on which the Shares may be listed or quoted at the time of such issuance or transfer.
8. Successors
and Assigns; Binding Effect. The Company may assign any of its rights under this Exercise Agreement. This Exercise Agreement will
be binding upon and inure to the benefit of the successors and assigns of the Company. This Exercise Agreement will be binding upon the
Purchaser and the Purchaser's heirs, executors, legal representatives, successors and assigns.
9. Governing
Law. This Exercise Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard
to conflict of law principles.
10. Severability.
The invalidity or unenforceability of any provision of this Exercise Agreement shall not affect the validity or enforceability of any
other provision, and each provision of this Exercise Agreement shall be severable and enforceable to the extent permitted by law.
11. Counterparts.
This Exercise Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument.
12. Notice.
Any notice required to be delivered to the Company under this Exercise Agreement shall be in writing and addressed to the Secretary of
the Company at the Company's principal corporate offices. Any notice required to be delivered to the Purchaser under this Exercise Agreement
shall be in writing and addressed to the Purchaser at the Purchaser's address as set forth above. Either party may designate another address
in writing (or by such other method approved by the Company) from time to time.
13. Acknowledgement.
The Purchaser understands that he or she is purchasing the Shares pursuant to the terms and conditions of the Plan and the Stock Option
Agreement, copies of which the Purchaser has read and understands.
IN WITNESS WHEREOF,
the parties have executed this Exercise Agreement as of the date first above written.
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COMPANY: |
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Signing Day Sports, Inc. |
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By: |
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Name: |
Daniel Nelson |
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Title: |
Chief Executive Officer |
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PURCHASER: |
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[Name] |
9
Exhibit 99.4
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award
Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by
and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
WHEREAS, the Company
has adopted the Signing Day Sports, Inc. 2022 Equity Incentive Plan, as amended by Amendment No. 1 to the Signing Day Sports, Inc. 2022
Equity Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock may be granted; and
WHEREAS, the Committee
has determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock provided for
herein.
NOW, THEREFORE, the
parties hereto, intending to be legally bound, agree as follows:
1. Grant
of Restricted Stock. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted
Stock Award consisting of, in the aggregate, _________ shares of Common Stock of the Company (the “Restricted Stock”),
on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are used
but not defined herein have the meaning ascribed to them in the Plan.
2. Consideration.
The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.
3. Restricted
Period; Vesting.
3.1. Except
as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, and further
provided that any additional conditions and performance goals set forth in Schedule I have been satisfied, the Restricted Stock will vest
in accordance with the following schedule:
Vesting Date |
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Shares of Common Stock |
[VESTING DATE] |
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[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] |
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[VESTING DATE] |
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[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] |
The period over which the
Restricted Stock vests is referred to as the “Restricted Period”.
3.2. The
foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason at any time before all
of his or her Restricted Stock has vested other than death or retirement (in the case of a Director), termination of the Grantee’s
Continuous Service is terminated by the Company or an Affiliate for Disability, the Grantee’s unvested Restricted Stock shall be
automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations
to the Grantee under this Agreement.
3.3. The
foregoing vesting schedule notwithstanding, in the event of the Grantee’s death or if the Grantee’s Continuous Service is
terminated by the Company or an Affiliate for Disability, 100% of the unvested Restricted Stock shall vest as of the date of such termination.
4. Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating
thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to
assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the
Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee
and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company.
5. Rights
as Stockholder; Dividends.
5.1. The
Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall
be entitled to all of the rights of a stockholder of the Company including, without limitation, the right to vote such shares and receive
all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions
shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.
5.2. The
Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s
transfer agent. Physical possession or custody of any stock certificates that are issued may be retained by the Company until such time
as the Restricted Stock vests.
5.3. If
the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such
forfeiture, no longer have any rights as a stockholder with respect to the Restricted Stock and shall no longer be entitled to vote or
receive dividends on such shares.
6. No
Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position,
as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the
discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.
7. Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock
shall be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.
8. Tax
Liability and Withholding.
8.1. The
Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee
pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action
as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee
to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a)
tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable
or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock
shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously
owned and unencumbered shares of Common Stock.
8.2. Notwithstanding
any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related
Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company
(a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of
the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate
the Grantee’s liability for Tax-Related Items.
9. Section
83(b) Election. The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect
to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a
Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing
of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring
that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting
from the Section 83(b) Election.
10. Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all
applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s
shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements
of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The
Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission,
any state securities commission or any stock exchange to effect such compliance.
11. Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or
any stock exchange on which the shares of Common Stock are then listed or quoted.
12. Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company
at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in
writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate
another address in writing (or by such other method approved by the Company) from time to time.
13. Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict
of law principles.
14. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.
15. Restricted
Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions
of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any
term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and
prevail.
16. Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding
upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be
transferred by will or the laws of descent or distribution.
17. Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.
18. Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock
or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.
19. Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s
consent.
20. No
Impact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation for
purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
21. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.
22. Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions
thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges
that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the shares and that the
Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.
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COMPANY: |
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Signing Day Sports, Inc. |
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By: |
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Name: Daniel Nelson |
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Title: Chief Executive Officer |
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Address: |
8355 East Hartford Rd., Suite 100 |
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Scottsdale, AZ 85260 |
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Maricopa County, USA |
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GRANTEE: |
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(Signature) |
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(Name) |
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Address: |
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SSN: |
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Exhibit 99.6
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit
Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”)
by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
WHEREAS, the Company
has adopted the Signing Day Sports, Inc. 2022 Equity Incentive Plan, as amended by Amendment No. 1 to the Signing Day Sports, Inc. 2022
Equity Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted; and
WHEREAS, the Committee
has determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock Units provided
for herein.
NOW, THEREFORE, the
parties hereto, intending to be legally bound, agree as follows:
1. Grant
of Restricted Stock Units. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted
Award for _________ Restricted Stock Units (the “RSUs”), on the terms and conditions and subject to the restrictions
set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in
the Plan. Each RSU represents the right to receive one share of Common Stock upon vesting of such RSU.
2. Consideration.
The grant of the RSUs is made in consideration of the services to be rendered by the Grantee to the Company.
3. Vesting.
3.1. The
RSUs will vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth below,
subject to the Grantee’s Continuous Service through the applicable vesting dates, as a condition to the vesting of the applicable
installment of the RSUs and the rights and benefits under this Agreement. The RSUs which have vested and are no longer subject to forfeiture
are referred to as “Vested RSUs.” All RSUs which have not become Vested RSUs are referred to as “Nonvested
RSUs.”
Vesting Date |
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Number of RSUs |
[VESTING DATE] |
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[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] |
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[VESTING DATE] |
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[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] |
3.2. Except
as otherwise provided herein, if the Grantee’s Continuous Service terminates for any reason other than the Grantee’s (a) death,
(b) Disability, (c) retirement, or (d) termination by the Company without Cause, any Nonvested RSUs will be automatically forfeited, terminated
and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Grantee, or the Grantee’s
beneficiary or personal representative, as the case may be, shall have no further rights hereunder.
3.3. In
the event of the Grantee’s death, Disability, retirement, or termination by the Company without Cause, all Nonvested RSUs shall
become fully vested and no longer such just to forfeiture upon the date of such event.
4. Payment
Upon Vesting.
4.1. As
soon as administratively practicable following the vesting of any RSUs pursuant to Section 3 hereof, but in no event later than sixty
(60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral”
exemption from Section 409A of the Code), the Company shall deliver to the Grantee (or any transferee permitted under Section 5 hereof)
a number of shares of Common Stock (the “Shares”), either by delivering one or more certificates for such shares or
by entering such Shares in book entry form, as determined by the Company in its sole discretion, equal to the number of RSUs subject to
this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 3
hereof.
4.2. Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to require payment by the Grantee of any sums required by applicable
law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation
payable to the Grantee or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Committee,
include:
(a) cash
or check;
(b) surrender
of Shares (including, without limitation, shares otherwise issuable under the RSUs) held for such period of time as may be required by
the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum
amount required to be withheld by statute; or
(c) other
property acceptable to the Committee (including, without limitation, through the delivery of a notice that the Grantee has placed a market
sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds
is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).
The Company shall not be obligated
to deliver any new certificate representing Shares to the Grantee or the Grantee’s legal representative or enter such share in book
entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the
amount of all federal, state, local or foreign taxes applicable to the taxable income of the Grantee resulting from the grant or vesting
of the RSUs or the issuance of shares.
5. Conditions
to Delivery of Shares.
5.1. Subject
to Section 3, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or issued
Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required
to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:
(a) The
admission of such Shares to listing on all stock exchanges on which such Shares are then listed;
(b) The
completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable;
(c) The
obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;
(d) The
receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more
of the forms of consideration permitted under Section 4 hereof; and
(e) The
lapse of such reasonable period of time following the vesting of any RSUs as the Committee may from time to time establish for reasons
of administrative convenience.
6. No
Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company,
including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable
hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of such entry.
7. Grant
is Not Transferable. During the lifetime of Grantee, the RSUs may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions
applicable to such Shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or
engagements of the Grantee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
8. No
Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position,
as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the
discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.
9. Compliance
with Law. The Grantee acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, state and applicable foreign securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall
be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted
by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
10. Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict
of law principles.
11. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.
12. RSUs
Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions of
the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
13. Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding
upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred
by will or the laws of descent or distribution.
14. Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.
15. Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other Awards in the
future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan
shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.
16. Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that,
no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.
17. No
Impact on Other Benefits. The value of the Grantee’s RSUs is not part of his or her normal or expected compensation for purposes
of calculating any severance, retirement, welfare, insurance or similar employee benefit.
18. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.
19. Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions
thereof, and accepts the RSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that
there may be adverse tax consequences upon the grant or vesting of the RSUs or disposition of the Shares and that the Grantee has been
advised to consult a tax advisor prior to such grant, vesting or disposition.
20. Grantee
Undertaking. The Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may
in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on the Grantee pursuant to the express provisions of this Agreement.
21. Section
409A. The RSUs are intended to be exempt from Section 409A of the Code and this Agreement shall be administered and interpreted in
accordance with such intent. The Committee reserves the right to unilaterally amend this Agreement without the consent of the Grantee
in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code; and the Grantee hereby
acknowledges and consents to such rights of the Committee.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.
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COMPANY: |
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Signing Day Sports, Inc. |
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By: |
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Name: Daniel Nelson |
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Title: Chief Executive Officer |
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Address: |
8355 East Hartford Rd., Suite 100 |
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Scottsdale, AZ, 85255 |
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Maricopa County, USA |
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GRANTEE: |
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(Signature) |
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(Name) |
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Address: |
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SSN: |
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Exhibit 107
Calculation of Filing Fee Tables
SIGNING
DAY SPORTS, INC. |
(Exact Name of Registrant as Specified in its Charter) |
Table 1:
Newly Registered and Carry Forward Securities
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Security Type | |
Security Class Title | |
Fee Calculation or Carry Forward Rule | |
Amount Registered(1) (2) | | |
Proposed Maximum Offering Price Per Share(3) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
Fees To be Paid | |
Equity | |
Common Stock, par value $0.0001 per share | |
Other(3) | |
| 1,500,000 | | |
$ | 0.6827 | | |
$ | 1,024,050 | | |
| 0.00014760 | | |
$ | 151.15 | |
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Total Offering Amounts | |
| 1,500,000 | | |
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$ | 1,024,050 | | |
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$ | 151.15 | |
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Total Fees Previously Paid | |
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$ | 0.00 | |
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Total Fee Offsets | |
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$ | 0.00 | |
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Net Fee Due | |
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$ | 151.15 | |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
there is also being registered hereby such indeterminate number of additional shares of common stock, par value $0.0001 per share (“common
stock”), as may be issued or issuable because of stock splits, stock dividends and similar transactions. |
| (2) | Represents 1,500,000 additional shares of common stock available for issuance under the Signing Day Sports,
Inc. 2022 Equity Incentive Plan, as amended. |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
457(h) under the Securities Act based upon the average of the high and low sale prices of the common stock on February 23, 2024, as reported
on the NYSE American LLC. |
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