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
Date of Report (Date of earliest event reported):
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2023, the board of directors (the “Board”) of Signing Day Sports, Inc. (the “Company”) approved an amendment to the Second Amended and Restated Bylaws of Signing Day Sports, Inc. (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s shares of stock entitled to vote at the meeting to at least one-third in voting power of the Company’s shares of stock entitled to vote at the meeting.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Amendment No. 1 to the Second Amended and Restated Bylaws of Signing Day Sports, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: December 8, 2023 | SIGNING DAY SPORTS, INC. |
| /s/ Daniel D. Nelson | |
| Name: Daniel D. Nelson | |
| Title: Chief Executive Officer |
2
Exhibit 3.1
Amendment No. 1 to the Second Amended and Restated Bylaws of Signing Day Sports, Inc.
This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), is effective as of December 4, 2023 and is made pursuant to Article XI of the Amended and Restated Certificate of Incorporation of the Company and Article IX, Section 9.1 of the Second Amended and Restated Bylaws.
| 1. | The definition of “Second Amended and Restated Bylaws” in Article II, Section 2.2 of the Second Amended and Restated Bylaws is hereby amended to be defined as “these Second Amended and Restated Bylaws, as amended from time to time” in place of “these Second Amended and Restated Bylaws”. |
| 2. | Article II, Section 2.5, Paragraph (a) of the Second Amended and Restated Bylaws is hereby amended to read in full as follows: |
Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Amended and Restated Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.6, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
| 3. | Article II, Section 2.5, Paragraph (d) of the Second Amended and Restated Bylaws is hereby amended to read in full as follows: |
Classes. Where a separate vote by a class or classes or group is required, except where otherwise provided by statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, one-third of the outstanding shares of such class or classes or group, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or group present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or group.
| 4. | Except as set forth in this Amendment, no terms or conditions of the Second Amended and Restated Bylaws have changed. In the event of any inconsistencies between the terms of this Amendment and the Second Amended and Restated Bylaws, the terms of this Amendment shall prevail. |
Cover |
Dec. 04, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 04, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-41863 |
| Entity Registrant Name | SIGNING DAY SPORTS, INC. |
| Entity Central Index Key | 0001898474 |
| Entity Tax Identification Number | 87-2792157 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 8355 East Hartford Rd. |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | Scottsdale |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85255 |
| City Area Code | 480 |
| Local Phone Number | 220-6814 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | SGN |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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