UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item. 1.01 Entry into a Material Definitive Agreement.
On April 11, 2024, Daniel D. Nelson, the Chief Executive Officer, Chairman and a director of Signing Day Sports, Inc., a Delaware corporation (the “Company”), advanced $100,000 to the Company, without repayment terms. As previously reported in the Current Report on Form 8-K filed by the Company on April 26, 2024, on April 25, 2024, the Company issued a promissory note to Mr. Nelson, dated April 25, 2024, in the base principal amount of $100,000 (the “April 2024 Note”). The April 2024 Note permits Mr. Nelson to make advances under the April 2024 Note of up to $100,000 in addition to the $100,000 base principal amount. The base principal and all advances under the April 2024 Note will accrue interest at a monthly rate of 3.5%, compounded monthly, while such funds are outstanding, from the 30th day following the date of issuance of the April 2024 Note to the 150th day following the date of issuance of the April 2024 Note, such that total interest of $3,500 will accrue as of the end of the first month, $3,622.50 as of the end of the second month, and so on, with respect to the base principal, assuming that it is not prepaid. The base principal, any advances, and accrued interest will become payable on the earlier of June 25, 2024 or upon the Company receiving any funding of $1,000,000 (the “April 2024 Note Maturity Date”). The Company is required to make full repayment of the balance of the base principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the April 2024 Note Maturity Date. The Company may prepay the base principal, any advances, and any interest then due without penalty.
On May 1, 2024, Mr. Nelson advanced $75,000 to the Company subject to the terms of the April 2024 Note.
The foregoing summary of the terms and conditions of the April 2024 Note does not purport to be complete and is qualified in its entirety by reference to the full text of the April 2024 Note, filed as Exhibit 4.1 to this report, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
In accordance with Sections 401(h) and 610(b) of the NYSE American LLC Company Guide, a company listed on the NYSE American LLC that receives an audit opinion that contains a going concern qualification must make a contemporaneous public announcement through the news media disclosing the receipt of such qualified opinion. In the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on March 29, 2024 (the “2023 Form 10-K”), the Company received an audit opinion containing a going concern qualification, but did not contemporaneously issue the required press release. On May 3, 2024, the Company issued the required press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description of Exhibit | |
| 4.1 | Promissory Note issued to Daniel D. Nelson, dated as of April 25, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 26, 2024) | |
| 99.1 | Press Release dated May 3, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 3, 2024 | SIGNING DAY SPORTS, INC. |
| /s/ Daniel D. Nelson | |
| Name: Daniel D. Nelson | |
| Title: Chief Executive Officer |
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