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