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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 31, 2025
| SIGNING DAY SPORTS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41863 |
|
87-2792157 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 8355 East Hartford Rd., Suite 100, Scottsdale, AZ |
|
85255 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (480) 220-6814
| |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
SGN |
|
NYSE American LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On January 31, 2025, Signing Day Sports, Inc.,
a Delaware corporation (the “Company”), issued a press release to announce the execution of the Sponsorship Agreement, dated
as of January 30, 2025 (the “Sponsorship Agreement”), between Goat Farm Sports, LLC, a New Jersey limited liability company,
and the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release attached as Exhibit
99.1 hereto, the statements contained therein, and this Current Report on Form 8-K may include “forward-looking” statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating
to expectations about future results or events are based upon information available to the Company as of today’s date and are not
guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed.
The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject
to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without
limitation, the Company’s ability to realize the expected benefits of its collaboration with the owner of the U.S. Army Bowl; the
ability of the collaboration to yield significant revenues or other value for the Company; the Company’s ability to execute the
collaboration strategy as expected; the number of student-athletes who will use and purchase subscriptions to the Company’s app
through the Company’s U.S. Army Bowl collaboration; the Company's ability to obtain additional funding to develop additional services
and offerings; market acceptance of the Company's offerings; competition from existing online offerings or new offerings that may emerge;
impacts from strategic changes to the Company’s business on its net sales, revenues, income from continuing operations, or other
results of operations; the Company's ability to attract new users and customers, increase the rate of subscription renewals, and slow
the rate of user attrition; the Company's ability and third parties' abilities to protect intellectual property rights; the Company's
ability to adequately support future growth; the Company's ability to comply with user data privacy laws and other current or anticipated
legal requirements; and the Company's ability to attract and retain key personnel to manage its business effectively, and other risks
and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning
the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date hereof, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: January 31, 2025 |
Signing Day Sports, Inc. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Signing Day Sports Retains Rights as “National
Recruiting Partner” to U.S. Army Bowl Through 2026 in New Deal
Includes National and Specified Regional Combines
SCOTTSDALE, Ariz., January 31, 2025 -- Signing Day Sports, Inc.
(“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app
and platform to aid high school athletes in the recruitment process, today announced the signing of a new Sponsorship Agreement with the
U.S. Army Bowl, extending its rights as “National Recruiting Partner”. The Sponsorship Agreement solidifies Signing Day Sports’
role as manager of the U.S. Army Bowl’s National Combines and specified Regional Combines, enables the Company to promote its app
and services, and provides revenue-sharing opportunities.
“Our collaboration with the U.S. Army Bowl and the U.S. Army
Bowl’s owner, Goat Farm Sports, has already brought over 8,000 new football users into our SaaS model app,” said Jeff Hecklinski,
President of Signing Day Sports. “We are ecstatic to be able to finalize a new Sponsorship Agreement, strengthening the business
relationship between Goat Farm Sports and Signing Day Sports. We want to thank Goat Farm Sports for their continued trust and support
of Signing Day Sports. Based on our prior collaboration as National Recruiting Partner to the U.S. Army Bowl in 2022, 2023 and 2024, we
believe that we have created and grown one of the best-known high school football combine series in the country. With the technology of
Signing Day Sports and the brand of the U.S. Army Bowl, we have been able to help provide complete and necessary services to student-athletes
and their families around the country to help them successfully navigate the college recruiting landscape. Over the past year alone, we
have worked with almost 4,000 student-athletes and their families. Through our comprehensive webinars, individual informational sessions,
and other outreach, we have helped student-athletes reach their goals of playing college football. We are excited to continue our growth
and success alongside Goat Farm Sports and the U.S. Army Bowl in the coming years.”
Nearly 3,000 student-athletes participated in the 2024 U.S. Army Bowl
Regional Combines, and projections exceed 4,000 in 2025. Signing Day Sports will continue to operate the U.S. Army Bowl National Combine
in December 2025, now the largest high school football combine in the country. The Company will receive a $60 stipend for each athlete
who attends the National Combine and pays the full registration fee. Signing Day Sports will manage specified regional combines, retaining
all earnings and absorbing all costs directly with minimal overhead. Regional combines may feature an official U.S. Army Bowl academy,
at which the Company will feature a 1-day combine managed and operated by the Company. The Company will receive $135 of any academy fee
and commissions for assisting with academy sales. Every participant will receive their video-verified data from their combine in their
Signing Day Sports app and, after their free trial period ends, will be added to the app to continue with their recruiting profile. Through
the app, athletes will be able to search and communicate directly with coaches from around the country through the newly updated coaches
search tab found in the app.
A copy of the Sponsorship Agreement was filed as an exhibit to the
Current Report on Form 8-K filed by Signing Day Sports with the U.S. Securities and Exchange Commission (“SEC”) on January
30, 2025.
Student-athletes interested in participating in the U.S. Army Regional
Combine series can register at sdscombines.com.
About Signing Day Sports
Signing Day Sports’ mission is to help student-athletes
achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports’ recruitment
profile, which includes information college coaches need to evaluate and verify them through video technology. For more information on
Signing Day Sports, go to https://bit.ly/SigningDaySports.
Forward-Looking Statements
This press release contains
“forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These
statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown
risks, uncertainties and other factors. You should not place undue reliance on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors, including without limitation, the Company’s ability to realize the expected
benefits of its collaboration with the owner of the U.S. Army Bowl; the ability of the collaboration to yield significant revenues or
other value for the Company; the Company’s ability to execute the collaboration strategy as expected; the number of student-athletes
who will use and purchase subscriptions to the Company’s app through the Company’s U.S. Army Bowl collaboration; the Company’s
ability to obtain additional funding to develop additional services and offerings; market acceptance of the Company’s offerings; competition
from existing online offerings or new offerings that may emerge; impacts from strategic changes to the Company’s business on its
net sales, revenues, income from continuing operations, or other results of operations; the Company’s ability to attract new users and
customers, increase the rate of subscription renewals, and slow the rate of user attrition; the Company’s ability and third parties’
abilities to protect intellectual property rights; the Company’s ability to adequately support future growth; the Company’s ability to
comply with user data privacy laws and other current or anticipated legal requirements; and the Company’s ability to attract and retain
key personnel to manage its business effectively. Further information regarding factors which could affect the forward-looking
statements can be found under “Risk Factors” and sections containing cautionary statements relating to forward-looking statements
in the Company’s periodic reports which are filed with the Securities and Exchange Commission. These risks, uncertainties and other
factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties or other
factors become applicable, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from
those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking
statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except
as required under applicable law.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
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