0001213900-23-086367.txt : 20231113 0001213900-23-086367.hdr.sgml : 20231113 20231113215652 ACCESSION NUMBER: 0001213900-23-086367 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231113 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Daniel D CENTRAL INDEX KEY: 0001972305 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41863 FILM NUMBER: 231401234 MAIL ADDRESS: STREET 1: 8355 EAST HARTFORD ROAD STREET 2: SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Signing Day Sports, Inc. CENTRAL INDEX KEY: 0001898474 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 872792157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8355 EAST HARTFORD RD., STE. 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 602-481-7440 MAIL ADDRESS: STREET 1: 8355 EAST HARTFORD RD., STE. 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 3 1 ownership.xml X0206 3 2023-11-13 0 0001898474 Signing Day Sports, Inc. SGN 0001972305 Nelson Daniel D C/O SIGNING DAY SPORTS, INC. 8355 EAST HARTFORD RD., SUITE 100 SCOTTSDALE AZ 85255 1 1 0 0 CEO and Chairman Common Stock 29851 I By Nelson Revocable Living Trust 6% Convertible Unsecured Promissory Note 2024-10-15 Common Stock 1500000 I By Nelson Revocable Living Trust Employee Stock Option (Right to Buy) 3.10 2022-09-28 2032-09-28 Common Stock 30000 D Employee Stock Option (Right to Buy) 3.10 2022-09-28 2032-09-28 Common Stock 5000 D These securities are held by the Nelson Revocable Living Trust, of which the reporting person is a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Prior to the maturity date, the 6% Convertible Unsecured Promissory Note (the "Note") will be convertible at the holder's option at a conversion price per share equal to the price per share determined by dividing $25 million by the number of outstanding shares of the Issuer. The Note will also be automatically converted under a mandatory conversion provision into shares upon the consummation of an initial public offering ("IPO") and the listing of the common stock. In the event of a conversion of the Note into shares of common stock, all accrued interest on the principal subject to such conversion shall be waived. Pursuant to a settlement notice issued to the holder of the Note, the holder of the Note will be issued a number of shares of common stock upon conversion of the Note in the amount that would be applicable as if the principal under the Note had been increased to 110% of the outstanding principal. /s/ Daniel D. Nelson 2023-11-13